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China Securities Co., Ltd
About Western Superconducting Materials Technology Co., Ltd
Verification opinions on routine related party transactions expected in 2025
China Securities Co., Ltd. (hereinafter referred to as "CSC Securities" and the "Sponsor"), as the sponsor of Western Superconductor Materials Technology Co., Ltd. (hereinafter referred to as "Western Superconductor" or "the Company") in the issuance of A-shares to specific targets in 2021, has made a significant impact on Western Superconductor in accordance with 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 The expected matters of routine related party transactions in 2025 have been carefully verified, and the details are as follows:
1. Basic information on daily related party transactions
(1) The review procedures for the performance of the daily related party transactions
On December 11, 2024, Western Superconductor held the third meeting of the fifth session of the board of directors independent directors.
The independent directors believe that the company's 2025 daily related party transaction plan is necessary for the company's operation, does not affect the company's independence, the pricing basis is objective and fair, there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders and non-affiliated shareholders, and will not have a significant impact on the company's future financial position and operating results; This related party transaction will not affect the independence of the company, and the company will not rely on related parties as a result of such transactions. Therefore, it was agreed to submit this proposal to the Board of Directors for consideration.
On December 11, 2024, the company held the fourth meeting of the fifth board of directors, and deliberated and approved the "About the Company".
The company's 2025 routine related party transaction plan, the related directors recused themselves from voting on the proposal.
On December 11, 2024, the company held the fourth meeting of the fifth board of supervisors, and related supervisors Yu Zeming and Zeng
Ling Wei and Ningbo recused themselves from voting on the bill. The Board of Supervisors of the Company is composed of 6 supervisors, and since the number of non-affiliated supervisors is not more than half, it is impossible to form a valid resolution, and this proposal will be directly submitted to the general meeting of shareholders of the Company for deliberation.
The proposal is subject to the approval of the company's general meeting of shareholders, and related shareholders will abstain from voting at the general meeting of shareholders.
(2) The estimated amount and type of the daily related party transaction
Related to the estimated value of the same business in 2025 from the beginning of 2024 to 2024 in the same business compared to 2024
Transaction Related Party The estimated amount (yuan) Proportion Actual proportion as of November 30 Actual proportion Actual occurrence from the beginning to November 30
Category Amount (RMB) The reason for the large difference in the amount
To related Northwest Nonferrous Metals Research Institute and other companies controlled by it 8,550,000.00 0.28% 38,053.10 0.00% -
People buy Xi'an Nobol Rare Precious Metal Materials Co., Ltd. 122,600,000.00 4.00% 69,087,286.90 2.91% Production demand is expected to increase.
Raw Materials Xi'an Ouzhong Material Technology Co., Ltd. 34,000,000.00 1.11% 3,628.32 0.00% Business changed.
Material, Fuel Xi'an Western New Zirconium Technology Co., Ltd. 2,000,000.00 0.07% - - -
Material and dynamic CITIC Metal Ningbo Energy Co., Ltd. 350,000,000.00 11.42% 141,448,098.19 5.97% Production demand is expected to increase.
Force Subtotal 517,150,000.00 16.87% 210,577,066.51 8.88%
Northwest Nonferrous Metals Research Institute 90,000,000.00 2.17% 4,710,869.51 0.11% It is expected that the related business demand will increase.
Xi'an Nobol Rare Precious Metals Materials Co., Ltd. 73,000,000.00 1.76% 47,116,658.44 1.13% It is expected that the related business demand will increase.
Xi'an Rare Metal Materials Research Institute Co., Ltd. 37,000,000.00 0.89% 27,287,177.44 0.65% -
Correlation Xi'an Ouzhong Material Technology Co., Ltd. 80,000,000.00 1.93% 42,394,107.10 1.01% The market is expected to pick up in 2025
Increased workload.
People sales Xi'an Scitech Semiconductor Industry Co., Ltd. 13,000,000.00 0.31% 732,309.73 0.02% It is expected that the related business demand will increase.
Products, Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. 25,000,000.00 0.60% - - Develop new customers.
Commodities Xi'an Taijin New Energy Technology Co., Ltd. is expected to see an increase in related business demand.
15,000,000.00 0.36% - -
Other companies controlled by Northwest Nonferrous Metals Research Institute 50,000,000.00 1.21% - - Expected increase in related business demand.
Xi'an West New Zirconium Technology Co., Ltd. 5,000,000.00 0.12% 1,362,692.92 0.03% -
Subtotal 388,000,000.00 9.37% 123,603,815.14 2.96% -
To the related Northwest Nonferrous Metals Research Institute and other companies controlled by it 31,070,000.00 182.04% 9,151,503.32 31.01% The business volume is expected to increase.
People provided Xi'an West New Zirconium Technology Co., Ltd. 2,500,000.00 14.65% 119,025.58 0.40% -
Labor Subtotal 33,570,000.00 196.69% 9,270,528.90 31.41% -
Northwest Nonferrous Metals Research Institute and other companies controlled by it 37,700,000.00 7.78% 1,860,657.07 0.62% It is expected that the volume of scientific research and testing will increase.
Related to the estimated value of the same business in 2025 from the beginning of 2024 to 2024 in the same business compared to 2024
Transaction Related Party The estimated amount (yuan) Proportion Actual proportion as of November 30 Actual proportion Actual occurrence from the beginning to November 30
Category Amount (RMB) The reason for the large difference in the amount
Accepted Xi'an Hantang Analysis & Testing Co., Ltd. 41,530,000.00 8.57% 14,335,371.50 4.79% Change in business structure.
Lianrenti Western Titanium Industry Co., Ltd. 37,500,000.00 7.74% 3,462,907.08 1.16% Business volume is expected to increase.
Xi'an West New Zirconium Technology Co., Ltd. 29,500,000.00 6.09% 7,328,455.48 2.45% Business volume is expected to increase.
Subtotal 146,230,000.00 30.18% 26,987,391.13 9.03% -
Lease Xi'an Ouzhong Material Technology Co., Ltd. 3,500,000.00 114.87% 1,041,685.71 39.85% -
Subtotal 3,500,000.00 114.87% 1,041,685.71 39.85% -
Total 1,088,450,000.00 - 371,480,487.39 - -
Note: 1. The actual amount incurred from January to November 2024 is unaudited;
2. The calculation base of the above estimated amount to the proportion of similar business is the audited data of similar business in 2023, and the calculation base of the proportion of the actual amount of the actual amount to similar business from the beginning of 2024 to November 30, 2024 is from the beginning of 2024 to 2024
Unaudited like-for-like business data as at Nov. 30;
3. The data difference in the above table is caused by the rounding and addition of the data.
(3) The projection and implementation of the previous routine related party transaction
Related party transactions 2024 (previous) are expected to be from the beginning of 2024 to 2024
Category Related person Amount (RMB) (including addition) November 30 (previous time) The reason for the large difference between the estimated amount and the actual amount
Actual amount incurred (RMB)
Northwest Nonferrous Metals Research Institute 3,700,000.00 - -
To related persons Xi'an Nobol Rare Metals Materials Co., Ltd. 133,500,000.00 69,087,286.90 Some projects have changed, and the actual production demand has not reached the estimate
Purchase of raw materials amount.
Materials & Fuels Xi'an Ouzhong Material Technology Co., Ltd. 45,000,000.00 3,628.32 The actual business in 2024 is delayed compared with the estimate.
and power Other companies controlled by Northwest Nonferrous Metals Research Institute 1,400,000.00 38,053.10 -
CITIC Metal Ningbo Energy Co., Ltd. 450,000,000.00 141,448,098.19 Some projects have changed, and the actual production demand has not reached the estimate
Amount.
Related party transactions 2024 (previous) are expected to be from the beginning of 2024 to 2024
Category Related person Amount (RMB) (including addition) November 30 (previous time) The reason for the large difference between the estimated amount and the actual amount
Actual amount incurred (RMB)
Subtotal 633,600,000.00 210,577,066.51 -
Northwest Nonferrous Metals Research Institute 32,000,000.00 4,710,869.51 -
Xi'an Nuoboer Rare Precious Metal Materials Co., Ltd. 67,000,000.00 47,116,658.44 -
To related persons Xi'an Ouzhong Material Technology Co., Ltd. 95,300,000.00 42,394,107.10 In 2024, the market will be sluggish and the business volume will decrease.
Sales Xi'an Rare Metal Materials Research Institute Co., Ltd. 65,000,000.00 27,287,177.44 Project postponed.
Products, commodities Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. 20,000,000.00 - The customer's procurement plan is suspended in 2024.
Other companies controlled by Northwest Nonferrous Metals Research Institute 63,600,000.00 2,095,002.65 -
Subtotal 342,900,000.00 123,603,815.14 -
Northwest Nonferrous Metals Research Institute 1,800,000.00 8,102,901.06 -
Provision of labor services Other companies controlled by Northwest Nonferrous Metals Research Institute 9,800,000.00 1,048,602.26 -
Subtotal 11,600,000.00 9,151,503.32 -
Northwest Nonferrous Metals Research Institute 5,200,000.00 1,151,871.14 -
Western Titanium Industry Co., Ltd. 27,000,000.00 3,462,907.08 The actual business in 2024 is delayed compared with the estimate.
Accepted Affiliation Xi'an Hantang Analysis & Testing Co., Ltd. 38,250,000.00 14,335,371.50 Change in business structure.
A change in the type of product provided by a person leads to a change in the processing process, and this is not performed
Labor Other companies controlled by Northwest Nonferrous Metals Research Institute 26,670,000.00 8,037,241.41 Processing technology route; Changes during the execution of external projects, Ministry
The sub-business is postponed until 2025.
Subtotal 97,120,000.00 26,987,391.13 -
Lease Xi'an Ouzhong Material Technology Co., Ltd. 1,050,000.00 1,041,685.71 -
Subtotal 1,050,000.00 1,041,685.71 -
Total 1,086,270,000.00 371,361,461.81 -
Note: The actual amount incurred from January to November 2024 is unaudited.
2. Basic information and relationship of related persons
(1) The basic information and relationship of the related persons
1. Northwest Nonferrous Metals Research Institute
(1) Basic information
Name: Northwest Nonferrous Metals Research Institute
Unified Social Credit Code 91610000435389879R
Nature Domestic-funded enterprise legal person
Date of Establishment: 2000-09-26
Residence: No. 96, Weiyang Road, Weiyang District, Xi'an City, Shaanxi Province
Legal representative: Zhang Pingxiang
The registered capital is 108.52 million yuan
Research and design of metal materials, inorganic materials, polymer materials, composite materials and their products and equipment
Planning, trial production, production, analysis, inspection, technology development, achievement transfer, scientific and technological consulting services, information
Business Scope: Information Services; Periodical publishing (limited to branch operations); Design and fabrication of material preparation and application equipment
manufacturing and production; sales of chemical raw materials (except for dangerous, precursor and controlled chemicals); Information Network
network development and research; Leasing of owned premises and equipment; Convention and exhibition services. (Subject to approval in accordance with the law.)
Quasi-projects, business activities can only be carried out after approval by relevant departments)
As of December 31, 2023, the total assets of the Northwest Nonferrous Metals Research Institute were 269,885.11 million
Financial status yuan, net assets of 852.3233 million yuan. In 2023, the operating income of Northwest Nonferrous Metals Research Institute
was 440.8152 million yuan, and the net profit was 181.101 million yuan.
(2) Affiliation
Northwest Nonferrous Metals Research Institute is the controlling shareholder of the company.
2. CITIC Metal Ningbo Energy Co., Ltd
(1) Basic information
Company name: CITIC Metal Ningbo Energy Co., Ltd
Unified Social Credit Code 91330201691393439J
Nature Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)
Date of Establishment 2009-08-31
Address: Room A1731-7, West Building, No. 111, Binhai South Road, Daxie Development Zone, Ningbo City, Zhejiang Province (Domicile Declaration Commitment
Pilot Area)
Legal representative: Wu Xianwen
The registered capital is RMB 50 million
wholesale of coal; Iron and steel, metal materials, iron ore, coke, mineral products, metal products, metallurgy
Business Scope Wholesale and retail of chemical products, machinery and equipment, electronic equipment, building materials and related technology
economic information consulting services; Self-management and agency of all kinds of commodities and technology import and export business, the state limited by the economy
Except for commodities and technologies that are prohibited from being imported or exported; industrial investment; Electricity sales.
As of December 31, 2023, CITIC Metal Ningbo Energy Co., Ltd. had total assets of:
The financial position is 655,762.95 million yuan, and the net assets are 215,901.49 million yuan
The operating income of Yuan Co., Ltd. was 29,581,290,800 yuan, and the net profit was 375,176,700 yuan.
(2) Affiliation
CITIC Metal Ningbo Energy Co., Ltd. is a company controlled by CITIC Metal Co., Ltd., a shareholder of more than 5% of the Company.
3. Xi'an Nobor Rare Precious Metal Materials Co., Ltd
Name: Xi'an Nobol Rare Precious Metals Materials Co., Ltd
Unified Social Credit Code 91610132552306956X
Nature Other Company Limited by Company Limited (Unlisted)
Date of Establishment: 2010-03-18
Residence: No. 18, Middle Section of Jinggao North Road, Jingwei New Town, Xi'an Economic and Technological Development Zone
Legal representative: Zheng Xuejun
The registered capital is 78.7 million yuan
R&D, production and sales of metal materials, rare metal materials, precious metal materials and their alloy materials
Business scope and processing with supplied materials; Import and export of goods and technologies (except for goods and technologies restricted and prohibited by the state
outside). (All the above-mentioned business scope involving licensed projects shall be valid with license certificates and certificates.)
operating during the period; Do not operate without a license)
As of December 31, 2023, the total capital of Xi'an Noble Precious Metals Materials Co., Ltd
Financial position The assets were 633.1512 million yuan and the net assets were 293.5357 million yuan. In 2023, Xi'an Nobol rare
The operating income of Precious Metal Materials Co., Ltd. was 375.4733 million yuan, and the net profit was 5624.62
10,000 yuan
(2) Affiliation
Xi'an Noble Precious Metals Materials Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
4. Xi'an Ouzhong Material Technology Co., Ltd
(1) Basic information
Name: Xi'an Ouzhong Material Technology Co., Ltd
Unified Social Credit Code 91610132081022673P
Nature Other Company Limited by Company Limited (Unlisted)
Date of Establishment: 2013-12-20
Residence: No. 45, Fengcheng 2nd Road, Xi'an Economic and Technological Development Zone
Legal representative: Li Shaoqiang
The registered capital is 180 million RMB
General items: metal material fabrication; sales of metal materials; sales of 3D printing basic materials; forging
and powder metallurgy products manufacturing; sales of forgings and powder metallurgy products; Metal surface treatment and heat treatment
Business Scope Processing; research and development of new material technology; mechanical and electrical equipment manufacturing; sales of machinery and equipment; Technical Services,
technology development, technical consultation, technology exchange, technology transfer, technology promotion; technology import and export; goods
import and export of goods. (Except for projects that must be approved in accordance with the law, independently carry out business activities with a business license in accordance with the law.)
moving)
As of December 31, 2023, the total assets of Xi'an Ouzhong Material Technology Co., Ltd. were:
The financial position was 1083.0578 million yuan, and the net assets were 478.9347 million yuan. 2023, Xi'an Ouzhong Materials Science and Technology
The operating income of Technology Co., Ltd. was 233.9947 million yuan, and the net profit was 8.4835 million yuan.
(2) Affiliation
Xi'an Ouzhong Material Technology Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
5. Xi'an Rare Metal Materials Research Institute Co., Ltd
(1) Basic information
Name: Xi'an Rare Metal Materials Research Institute Co., Ltd
Unified Social Credit Code: 91610132MA6UPKUX7N
Nature Other limited liability companies
Date of Establishment: 2017-12-21
Residence: 2nd Floor, Block C, Xi'an National Digital Publishing Base, No. 996, Tiangu 7th Road, High-tech Zone, Xi'an, Shaanxi Province
Legal representative: Zhang Yusheng
The registered capital is RMB 190 million
General projects: new material technology research and development; R&D of metal products; fabrication of metal materials; Made of plastic products
Make; metal surface treatment and heat treatment processing; manufacturing of special ceramic products; Electronic components and electromechanical
component equipment manufacturing; Technical services, technology development, technical consultation, technology exchange, technology transfer,
Business Scope: Technology Promotion; engineering and technical services (except planning management, survey, design, and supervision); Non-residential housing
Real estate leasing. (Except for projects that must be approved in accordance with the law, independently carry out business activities with a business license in accordance with the law.)
Licensed items: civil nuclear safety equipment manufacturing; Inspection and testing services. (Subject to approval in accordance with law.)
The project can only be carried out after being approved by the relevant departments, and the specific business project is subject to the approval result
Quasi)
As of December 31, 2023, the total assets of Xi'an Rare Metal Materials Research Institute Co., Ltd. are:
The financial position was 390.9463 million yuan, and the net assets were 186.0316 million yuan. In 2023, Xi'an rare metal materials
The operating income of the Research Institute Co., Ltd. was 127.4252 million yuan, and the net profit was -17.4074 million yuan.
(2) Affiliation
Xi'an Rare Metal Materials Research Institute Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
6. Xi'an Scitesman Titanium Industry Co., Ltd
(1) Basic information
Name: Xi'an Scitech Panel Titanium Industry Co., Ltd
Unified Social Credit Code 916101325963400057
Nature Limited liability company (sole proprietorship of a legal person not invested or controlled by a natural person)
Date of Establishment: 2012-07-09
Residence: No. 10, North Section of Weihua Road, Jingwei New Town, Xi'an Economic and Technological Development Zone
Legal representative: Bai Xinfang
The registered capital is 80 million yuan
General items: non-ferrous metal rolling processing; Technical services, technology development, technical consulting, technical exchanges
Business Scope: Flow, Technology Transfer, Technology Promotion; sales of metal products; import and export of goods; Metalworking machinery
Make; machining of mechanical parts and components; manufacturing of general parts; Mould making. (Except subject to approval in accordance with the law.)
In addition to the quasi-project, independently carry out business activities with a business license in accordance with the law)
As of December 31, 2023, the total assets of Xi'an Scitech Panel Titanium Industry Co., Ltd. were 81,785.55
The financial position is 10,000 yuan, and the net assets are 286,505,900 yuan. In 2023, Xi'an Scitech Trend Titanium Industry Co., Ltd
The operating income was 155.2017 million yuan and the net profit was 6.6768 million yuan.
(2) Affiliation
Xi'an Scitech Metal Industry Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
7. Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd
(1) Basic information
Name: Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd
Unified social credit code 91610131MA7L4TED5B
Nature Other limited liability companies
Date of Establishment: 2022-03-22
Residence: No. 14, Gaoxin 2nd Road, High-tech Zone, Xi'an, Shaanxi Province, i Chuangtu Zhongchuang Park, A-115-17
Legal representative: Shu Ying
The registered capital is 80 million yuan
Business Scope General Items: R&D of Metal Products; fabrication of metal structures; manufacturing of metal daily necessities; Sporting goods
and equipment manufacturing; manufacturing of arts and crafts and ceremonial articles (except ivory and its products); Metal knots
structure sales; sales of metal products; sales of arts and crafts and ceremonial supplies (except ivory and its products);
technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; metal
material manufacturing; manufacturing of metal chains and other metal products; sales of metal chains and other metal products;
manufacturing of general parts; machining of mechanical parts and components; Sales of mechanical parts and parts. (Except.)
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)
As of December 31, 2023, the total assets of Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. were 8,856.72
The financial position is 10,000 yuan, and the net assets are 67.155 million yuan. In 2023, Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. operates
The business income was 15.5968 million yuan, and the net profit was -7.6216 million yuan.
(2) Affiliation
Xi'an Qintai Intelligent Manufacturing Technology Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
8. Xi'an Taijin New Energy Technology Co., Ltd
(1) Basic information
Name: Xi'an Taijin New Energy Technology Co., Ltd
Unified Social Credit Code 916101327249265462
Nature Other Company Limited by Company Limited (Unlisted)
Date of Establishment: 2000-11-20
Residence: No. 15, West Section of Xijin Road, Jingwei Industrial Park, Xi'an Economic and Technological Development Zone
Legal representative: Feng Qing
The registered capital is RMB 120 million
General items: sales of metal products; R&D of metal products; General equipment manufacturing (excluding special equipment.)
manufacturing); sales of machinery and equipment; general equipment repair; machinery and equipment leasing; Non-residential real estate rent
Rent; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion;
Business Scope: Metal Material Manufacturing; sales of metal materials; sales of new metal functional materials; repair of metal products;
metal surface treatment and heat treatment processing; Manufacture of mechanical and electrical equipment. (Except for items subject to approval by law.)
In addition, independently carry out business activities with a business license in accordance with the law) Licensed items: inspection and testing services; goods
import and export of goods; Technology import and export. (Projects subject to approval in accordance with the law can only be approved by relevant departments.)
Carry out business activities, and the specific business projects are subject to the approval results)
As of December 31, 2023, the total assets of Xi'an Taijin New Energy Technology Co., Ltd. were:
The financial position was 4569.8194 million yuan, and the net assets were 363.9114 million yuan. In 2023, Xi'an Taijin New Energy Branch
The operating income of Technology Co., Ltd. was 1669.4245 million yuan, and the net profit was 155.3462 million yuan.
(2) Affiliation
Xi'an Taijin New Energy Technology Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
9. Xi'an Hantang Analysis and Testing Co., Ltd
(1) Basic information
Name: Xi'an Hantang Analysis and Testing Co., Ltd
Unified social credit code 91610132MA6W1U0H3N
Nature Other limited liability companies
Date of Establishment: 2018-08-20
Residence: No. 18, Middle Section of Jinggao North Road, Jingwei New Town, Xi'an Economic and Technological Development Zone
Legal representative: Chen Shaokai
The registered capital is RMB 50 million
General items: metrology technical services; standardized services; environmental protection monitoring; Engineering and technical studies
and experimental development; natural science research and experimental development; research and development of new material technology; New material technology push
wide service; instrumentation repair; maintenance of electronic and mechanical equipment (excluding special equipment); Metal cut
Machining services; metal surface treatment and heat treatment processing; Technical services, technology development, technical consultation
Business Scope Consulting, technology exchange, technology transfer, technology promotion; Business training (excluding education and training, vocational skills
training that requires a license, such as training); Certification consulting; popular science and publicity services; Conference & Exhibition Wear
Business. (Except for projects subject to approval in accordance with the law, independently carry out business activities in accordance with the law with a business license).
Items: inspection and testing services; Inspection and testing of special equipment. (Projects subject to approval in accordance with the law, by.)
Business activities can only be carried out after approval by relevant departments, and specific business projects are subject to the approval results)
As of December 31, 2023, the total assets of Xi'an Hantang Analysis and Testing Co., Ltd. were 19,488.81
The financial position is 10,000 yuan, and the net assets are 126.4449 million yuan. In 2023, Xi'an Hantang Analysis and Testing Co., Ltd
The operating income was 150.2043 million yuan and the net profit was 36.308 million yuan.
(2) Affiliation
Xi'an Hantang Analysis and Testing Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
10. Western Titanium Industry Co., Ltd
(1) Basic information
Name: Western Titanium Industry Co., Ltd
Unified Social Credit Code 916101327578243510
Nature Other limited liability companies
Date of Establishment 2004-06-28
Residence: No. 15, West Section of Xijin Road, Jingwei Industrial Park, Xi'an Economic and Technological Development Zone
Legal representative: Yasuhiko
The registered capital is 40,000 RMB
General items: non-ferrous metal rolling processing; non-ferrous metal alloy manufacturing; non-ferrous metal casting; High sexuality
Business scope: sales of non-ferrous metals and alloy materials; processing of metal scrap and chips; Technical services, technology
development, technical consultation, technology exchange, technology transfer, technology promotion; import and export of goods; Technology advances
Outlet; non-residential real estate leases; machinery and equipment leasing; Realty management. (Except for those subject to approval in accordance with law.)
Outside the project, independently carry out business activities with a business license in accordance with the law)
As of December 31, 2023, Western Titanium Co., Ltd. had total assets of 319,593.01
The financial position is 10,000 yuan, and the net assets are 460,996,100 yuan. In 2023, Western Titanium Industry Co., Ltd. will be in business
The revenue was 1877.9212 million yuan and the net profit was 161.1577 million yuan.
(2) Affiliation
Western Titanium Industry Co., Ltd. is a company controlled by the Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company.
11. Xi'an Western New Zirconium Technology Co., Ltd
(1) Basic information
Company name: Xi'an Western New Zirconium Technology Co., Ltd
Unified Social Credit Code 91610132065307281W
Nature Other Company Limited by Company Limited (Unlisted)
Date of Establishment: 2013-04-01
Residence: No. 19, East Section of Jinggao North Road, Jingwei New Town, Xi'an Economic and Technological Development Zone
Legal representative: Cheng Shaoyang
The registered capital is 36,5560,320 yuan
Metal materials, composite materials, functional materials and their products, ordinary machinery and equipment, instruments, meters
Business Scope R&D, production, sales, testing, technology development and technology transfer. (Covered in the above business scope.)
If the licensed project is licensed, it shall operate within the validity period with the license certificate and certificate; Do not operate without a license)
As of December 31, 2023, the total assets of Xi'an Western New Zirconium Technology Co., Ltd. were:
The financial position was 1470.4504 million yuan, and the net assets were 155.6539 million yuan. In 2023, Xi'an West New Zirconium
The operating income of Technology Co., Ltd. was 190.9142 million yuan, and the net profit was -92.8027 million yuan.
(2) Affiliation
Du Minghuan, the former chairman of the board of supervisors of the company, also serves as its vice chairman; Zhou Tong, the former director, is also its director.
(2) Analysis of performance capacity
The company's related parties have normal production and operation, good financial status, and strong performance ability, and have not formed bad debts to the company's payables so far, and according to experience and reasonable judgment, the possibility of forming bad debts in the future is very small.
3. The main content of daily related party transactions
The daily related party transactions between the company and related parties in 2025 are expected to be mainly the purchase of raw materials and fuel from related parties
The price of related party transactions shall follow the principle of fairness and voluntariness, and shall be determined according to the specifications and models of specific products, customer customized needs and market prices.
Fourth, the purpose of day-to-day related party transactions and the impact on the listed company
The above-mentioned related party transactions are transactions required for the normal production and operation of the Company, which are regular and continuous related party transactions between the Company and its related parties, and are normal and legal economic behaviors between the Company and its related parties, which are conducive to the normal operation of the Company and in line with the interests of the Company and all shareholders. The formulation of the price of related party transactions between the Company and its related parties follows the principles of fairness, openness and impartiality, and is carried out in accordance with the market price or in accordance with the relevant agreements signed with the related parties, without harming the interests of the Company and minority shareholders. The day-to-day related party transactions will not have a significant impact on the Company's production and operation, and its trading behavior will not affect the independence of the Company's main business, and the Company will not form a greater dependence on related parties.
5. Verification opinions of the sponsor institution
After verification, the sponsor believes that the above-mentioned 2025 daily related party transaction quota is expected to be the fifth of the company
The third meeting of the special meeting of independent directors of the board of directors and the fourth meeting of the fifth session of the board of directors were deliberated and approved, and the affiliated directors were abstained from voting; Since the number of non-affiliated supervisors of the board of supervisors does not exceed half of the total number of supervisors, the proposal shall be directly submitted to the general meeting of shareholders for deliberation; This matter still needs to be reviewed by the general meeting of shareholders. Up to now, the decision-making procedures for the above-mentioned related party transactions are in accordance with the relevant laws, regulations and the Articles of Association.
The above-mentioned expected daily related party transactions of the Company are necessary for the Company to carry out its daily business activities, do not harm the interests of the listed company and all shareholders, will not have a material adverse impact on the independence of the Company, and the Company will not rely on related parties as a result of such transactions.
In summary, the sponsor has no daily related party transactions in 2025 for Western Superconductor according to its actual business needs
Objection.
(No text below)
(There is no text on this page, it is the signed and stamped page of the "Verification Opinions of China Securities Co., Ltd. on the Expected Daily Related Party Transactions of Western Superconducting Materials Technology Co., Ltd. in 2025")
Signature of the Sponsor Representative:
Guo Yao, Zhu Xudong
China Securities Co., Ltd
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