Huatai United Securities Co., Ltd
About BIWIN Storage Technology Co., Ltd
Verification opinions on the expected items of daily related party transactions in 2025
Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai United" or the "Sponsor"), as the sponsor of Shenzhen BIWIN Storage Technology Co., Ltd. (hereinafter referred to as "BIWIN Storage" or the "Company") in the issuance of A-shares to specific targets, in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, and the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1—— Standardized Operation" and other relevant regulations, and verified the expected daily related party transactions of BIWIN Storage in 2025, the details are as follows:
1. Basic information on daily related party transactions
(1) Deliberation procedures for the performance of routine related-party transactions
On December 9, 2024, the Company held the 25th meeting of the 3rd Board of Directors and the 3rd Board of Supervisors
At the 21st meeting, the "Proposal on the Forecast of Daily Related Party Transactions in 2025" was deliberated and passed, and the related director Sun Chengsi abstained from voting, and the remaining directors and supervisors unanimously voted to pass the proposal.
(2) The estimated amount and category of routine related party transactions in 2025
Unit: 10,000 yuan/RMB
From the beginning of this year to this time, it is estimated that the gold
Related party transactions accounted for the same industry in October 2024 compared with the previous year
Category Related Person Amount Transaction Ratio 31 days and related person Proportion Amount incurred
(%) Cumulative Occurred (%) Varies widely
Transaction amount reason
Deposit to related parties in Shenzhen
Paying Members Storages 140 59.22 51.75 49.18 Not applicable
Fees, activities associations
Sponsorship fee
Huizhou City Zhong
Accept the association of Kai High-tech Zone according to the company's reality
Meals provided by Lefeng Garden 1,200 100.00 682.22 100.00 International procurement needs
Labor service and beverage management service implementation.
Ministry of Affairs
Total 1,340 / 733.97 / /
Note 1: The cumulative transaction amount data with related parties from the beginning of this year to October 31, 2024 is unaudited.
Note 2: In addition, the company also has other related natural persons other than directors, supervisors and senior management in the company or
Employees of subsidiaries who receive remuneration in accordance with the provisions of the relevant system of the company's salary management and assessment.
Note 3: Guangdong Tailai Packaging and Testing Technology, a wholly-owned subsidiary of the Catering Management Service Department Contracting Company of Lefeng Park Catering Management Service Department of Zhongkai High-tech Zone, Huizhou City
The staff canteen of the company, the company and other subsidiaries and branches of the company do not have employee canteens, so it accounts for 100% of the same kind of business.
(3) The projection and implementation of the previous routine related party transaction
Unit: 10,000 yuan/RMB
From the beginning of this year to 2024, the estimated amount is the same as the actual issuance
Related Party Transactions The actual amount of related persons as of October 31, 2024 varies greatly
Don't estimate the amount of money incurred (unexamined reason
Total)
Purchase from related parties Shenzhen Hemei Jingyi Semiconductors according to the actual purchase of the company
Buy Raw Materials Body Technology Co., Ltd. 8,000.00 2,924.46 Demand Implementation.
manage
To the related parties to support the memory industry in Shenzhen
Payment of membership fee, Association 80.00 51.75 N/A
Event sponsorship fee
Accept related parties Huizhou Zhongkai High-tech Zone according to the actual procurement of the company
Labor services provided Lefeng Yuan catering management service 1,500.00 682.22 Demand implementation.
Ministry of Affairs
Total 9,580.00 3,658.43 /
Note 1: The amounts shown above are exclusive of tax.
Note 2: Mr. Wang Zanzhang, a former director of the Company, has served as a technology company of Shenzhen Hemei Jingyi Semiconductor since May 2020
A director of Co., Ltd. (hereinafter referred to as "Harmony Precision") and resigned as a director of Harmony Precision in November 2023, and
He resigned as a director of the Company in April 2024. As a result, as of November 2024, the transaction between the Company and Wamei Precision is no longer a transaction
Related Party Transactions.
2. Basic information and relationship of related persons
(1) The basic information of related parties
1. Shenzhen Memory Industry Association
Nature of enterprise: social organization
Legal representative: Sun Rixin
Registered capital: RMB 100,000
Date of Establishment: November 26, 2019
Residence and main office: 201, Building C, Shenfubao Modern Optical Factory, No. 14, Jinxiu Middle Road, Xiuxin Community, Kengzi Sub-district Office, Pingshan District, Shenzhen
Main business: (1) Carry out member training to help members improve their operation and management; Membership counseling services are available
Business; (2) Assist members in formulating and implementing enterprise standards, and promote technological progress and technological innovation in the industry; (3) Organize exchange activities among members; (4) Carry out market assessment, collect and publish industry information, and promote industry products or services; (5) Organize industry exhibitions, attract investment, and carry out economic and technical cooperation and exchanges at home and abroad; (6) Coordinate disputes between members, between members and non-members, and between members and consumers in production and business activities; (7) To communicate the relationship between the members of the Association and the relevant government departments, and to coordinate the relationship between the Association and other associations or organizations; (8) Under the guidance of the price administrative department, supervise the pricing of products or services in the industry, coordinate price disputes among members, and maintain fair competition; (9) Carry out industry statistics and surveys, participate in the demonstration of administrative decision-making related to the development of the industry, reflect the matters involving the interests of the industry to the municipal and district governments and relevant departments, and put forward relevant legislation and opinions and suggestions on technical specifications, industry development plans, industry standards, industry policies, etc.; (10) Assist the municipal and district governments to participate in industry governance, participate in the coordination of labor disputes between members and their employees, resolve social contradictions, maintain social stability, and promote social harmony.
Key financial data for the most recent fiscal year: No financial information has been provided due to confidentiality requirements of the other party.
2. Catering Management Service Department of Lefeng Park, Zhongkai High-tech Zone, Huizhou City
Nature of enterprise: individual industrial and commercial households
Operator: Li Yuan
Date of Establishment: June 21, 2021
Residence and main office: Qianlong Bottle, No. 47, Chenjiang Avenue South, Chenjiang Street, Zhongkai High-tech Zone, Huizhou City
Room 02, 33rd Floor, 8# Garden, Garden (Office Only)
Main business: general items: takeaway delivery services; unit logistics management services; Food & Beverage Management; Information consulting services (excluding licensed information consulting services). (Except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).
Major shareholder or actual controller: Li Yuan
Key financial data for the most recent fiscal year: No financial information has been provided due to confidentiality requirements of the other party.
(2) Affiliation
Serial Number Related Party Affiliation
1 Shenzhen Memory Industry Association The father of Sun Chengsi, the actual controller and chairman of the company, serves as the association
legal representative
Serial Number Related Party Affiliation
2 Sun Chengsi, the actual controller and chairman of the board of directors of Lefeng Park Catering Management Company, Zhongkai High-tech Zone, Huizhou City
Management Service Department Liang serves as a core management person in the service department
Other remuneration received from the company and its subsidiaries in accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, etc
3 Related natural persons Relevant provisions, except for the company's directors, supervisors and senior managers,
Employees of companies and subsidiaries who are recognized as affiliates of the Company
(3) Analysis of performance capacity
The above-mentioned related parties have good performance capabilities, and the previous similar related party transactions have performed well. The company will
Sign relevant contracts or agreements with relevant parties for the above transactions, and strictly implement them as agreed, and both parties have the ability to perform the contract
Legal guarantees.
3. The main content of daily related party transactions
(1) The main content of the related party transaction
The daily related party transactions between the Company and related parties in 2025 are mainly the payment of membership fees and activities to related parties
The sponsorship fee and the catering services provided by the related party are all paid to meet the company's daily operation and production needs
E-Jun is conducted in accordance with the general market operation rules, and all parties follow the principles of fair and impartial market to conduct relevant transactions
The price follows the principle of fair pricing and is determined through negotiation based on market prices.
(2) The signing of the related party transaction agreement
After the expected matters of this daily related party transaction are deliberated and approved by the board of directors of the company, the company and related parties will be based on the following
Signing the corresponding agreement for business development.
4. The purpose of the related party transaction and its impact on the company
(1) The necessity of related party transactions
The above-mentioned expected related party transactions are the Company's daily transactions and are the normal place for the Company's business development and production and operation
It is reasonable and necessary to help the company's sustainable and stable operation and promote the company's development.
(2) The fairness of the pricing of related party transactions
The pricing, settlement methods and conditions of related party transactions between the Company and the above-mentioned related parties are reasonable and fair, and follow the market principles of fairness, openness and impartiality, and there is no harm to the interests of the Company and all shareholders, especially small and medium-sized shareholders.
(3) Continuity of related party transactions
Under the condition that the company's production and operation develop steadily, related party transactions with related parties will continue to exist for a certain period of time, but will not adversely affect the company's independence, and the company's main business will not be dependent on related parties due to such transactions.
5. Relevant opinions
The Audit Committee of the Board of Directors of the Company deliberated and approved the above proposals, and Sun Chengsi, an affiliated director, recused himself from voting, forming the following opinions: the estimated amount of the Company's daily related party transactions in 2025 is required for the company's daily operation and development, the related party transactions follow the principles of fair and impartial market, the pricing is fair and reasonable, the decision-making authority and decision-making procedures of related party transactions comply with relevant laws and regulations and the relevant provisions of the Articles of Association, and there is no harm to the interests of the company's shareholders, especially small and medium-sized shareholders. Therefore, it was unanimously agreed to pass the proposal and agree to submit it to the board of directors of the company for consideration.
The special meeting of the independent directors of the Company deliberated and passed the above proposals, and with the unanimous consent of all independent directors, the following opinions were formed: we have conducted a careful and meticulous investigation into the daily related party transactions, and believe that such daily related party transactions have not harmed the interests of the Company and all shareholders, including non-affiliated shareholders, and that such daily related party transactions are in line with the market principles of fairness, impartiality and openness, and the transaction price and method are fair and reasonable to both parties to the transaction. We agree with the above-mentioned day-to-day related party transactions of the Company and agree to submit them to the Board of Directors of the Company for deliberation.
The Board of Supervisors of the Company believes that the matters expected for the daily related party transactions in 2025 are required for the Company to carry out daily production and operation; Related-party transactions follow the principles of equality, voluntariness, equivalence and compensation, and the pricing is reasonable and fair; The company's main business will not rely on related parties due to the above transactions, will not affect the company's independence, and there is no harm to the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agreed to the "Proposal on the Forecast of Routine Related Party Transactions in 2025".
6. Sponsor verification opinions
After verification, the sponsor Huatai United believes that:
The expected matters of BIWIN's daily related party transactions in 2025 have been deliberated and approved by the 25th meeting of the third board of directors and the 21st meeting of the third board of supervisors of the company. The decision-making procedures for the above-mentioned related party transactions are in accordance with relevant laws, regulations and the Articles of Association.
In summary, the sponsor has no objection to BIWIN's expected daily related party transactions in 2025.
(There is no text on this page, and it is the signature page of the "Verification Opinion of Huatai United Securities Co., Ltd. on the Estimated Matters of Daily Related Party Transactions of Shenzhen BIWIN Storage Technology Co., Ltd. in 2025")
Sponsor Representative:
Wang Tianqi and Liu Xiaodong
Huatai United Securities Co., Ltd
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