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CITIC Securities Co., Ltd., China International Capital Corporation
About Shanghai United Shadow Medical Technology Co., Ltd.
Anticipated Verification Opinions on Daily Related Transactions in 2023
CITIC Securities Co., Ltd. (hereinafter referred to as "CITIC Securities" and "sponsor") and China International Capital Corporation (hereinafter referred to as "CICC" and "sponsor") are the sponsors of Shanghai United Film Medical Technology Co., Ltd. (hereinafter referred to as "the company" and "United Film Medical") for the initial public offering and listing of shares. In accordance with the "Measures for the Administration of Securities Issuance and Listing Sponsorship Business", "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and other relevant regulations to perform continuous supervision duties, the company's 2023 daily related transactions are expected to be verified, the verification is as follows:
Overview of 1. daily connected transactions
Review procedures (I) the performance of daily related transactions.
Shanghai United Shadow Medical Technology Co., Ltd. (hereinafter referred to as the "Company" or "United Shadow Medical") in 2022
The 17th meeting of the first board of directors was held on December 30, 2003 to consider and adopt the "on the 2023 daily
The motion of the related transaction is expected, and the related directors, Mr. Zhang Qiang and Ms. Zhang Leidi, abstained from voting. The estimated range of this daily related party transaction is 2023, with a total amount of 335.4156 million yuan. According to the relevant provisions such as the rules for listing shares on the science and technology innovation board of Shanghai Stock Exchange and the articles of association, the proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company have issued a clear and agreed independent opinion on the proposal. The independent directors believe that the company's expected related party transactions with related parties in 2023 are normal business behaviors in the company's production and operation, and the transactions between the two parties follow the principles of objectivity, fairness and fairness. The transaction price is determined according to the market price, and there is no harm to the interests of the company and other non-related party shareholders. When the board of directors deliberates on this related transaction, the voting procedure is legal and effective, and complies with the relevant laws, regulations, and the "Articles of Association. Therefore, the independent directors unanimously agreed to the motion on the forecast of daily connected transactions in 2023 and agreed to submit this motion to the general meeting of shareholders for consideration.
The Audit Committee of the Company is of the opinion that the Company makes a reasonable estimate of the total amount of daily connected transactions with related parties in 2023 according to the needs of business development, which is in line with the Rules Governing the Listing of Shares on the Shanghai Stock Exchange's CRE Board.
and "Shanghai Stock Exchange Science and Technology Board Listed Companies Self-Regulatory Guidelines No. 1-Standardized Operation" and other related.
The provisions of laws, regulations and regulatory documents are in the interests of the Company and its shareholders; the expected connected transactions
In accordance with the principles of equality, voluntariness, equivalence and compensation, the pricing is reasonable and fair, and will not affect the company and its financial affairs.
business conditions and results of operations will not be adversely affected and will not be detrimental to the interests of the Company and all shareholders, especially the small and medium shareholders,
It will not affect the independence of the company, and the company's main business will not be dependent on related parties for such transactions. Trial
The Accounting Committee agreed with the anticipated matters of this connected transaction and agreed that the matter should be submitted to the Board of Directors of the Company for consideration.
(II) the estimated amount and type of this daily related transaction.
Unit: RMB ten thousand yuan
From the beginning of this year to 2022, the full amount is expected to be paid.
Related to this expected delivery is expected to account for the full November 2022 actual expected to account for the full and previous year's actual
Transaction Related Person Easy Amount Year Similar Industry 30 Days Transaction with Related Person Gold Year Similar Industry Interoccurring Amount
The proportion of category services has accumulated a large difference in the proportion of the amount of services that have occurred.
Reason for transaction amount
Shanghai United Shadow Intelligence is mainly in the industry.
Medical Technology Limited 9,068.00 1.70 4,638.72 4,665.27 1.10 Demand Increase
Company plus
Shanghai Lianying Microelectric
Guanzi Technology Co., Ltd. 3,250.00 0.61% 1,190.54 3,426.80 0.81% Not Applicable
Joint Division
People
Purchase Wuhan United Film Zhirong
Buy Medical Technology 80.00 Limited 0.02 37.50 37.50 0.01 N/A
Original Company
Material Shanghai United Shadow Wisdom
Medical Investment Management 31.86 0.01% 8.85 28.91 0.01% Not applicable
Limited Company
Subtotal 12,429.86 2.33% 5,875.61 8,158.48 1.92% N/A
Wuhan Lianying Zhirong is mainly for industry
Xiang Guan Medical Technology Co., Ltd. 11,611.00 0.99 513.27 549.63 0.07 Increase in Business Scale
Due to joint company plus
Sales of Shanghai United Shadow Wisdom mainly for the industry
Production and medical investment management 2,529.00 0.22 353.11 353.11 0.04% increase in business scale
Products, limited companies plus.
Commodity
Subtotal 14,140.00 1.21% 866.39 902.74 0.11% N/A
Xiang Guan Wuhan Lianying Zhirong
United Medical Technology Co., 600.00 0.46 18.34 97.50 0.11 n/a
Providing Company
Labor Shanghai United Shadow Smart 580.00 0.45% --- Not applicable
Medical Investment Management
Limited Company
Wuhan Zhongke Medical
Technology Industry Technology 80.00 0.06 per cent-N/A
Research Institute Limited
Division
Shanghai United Shadow Intelligence
Medical Technology 46.70 Limited 0.04% -N/A
Company
Subtotal 1,306.70 1.01% 18.34 97.50 0.11% N/A
Shanghai United Shadow Microelectronics is mainly for the industry.
Sub-technology limited 2,850.00 38.37 percent-increased demand for services
Division caused
Wuhan Zhongke Medical
Technology Industry Technology 1,000.00 13.46% -N/A
Research Institute Limited
Division
Shanghai United Shadow Intelligence
Accept Medical Technology 840.00 Limited 11.31 18.87 18.87 0.32 n/a
Related Companies
People mention
Supply of Wuhan Guorui Property 535.00 7.20 376.95 444.41 7.51% n. a.
SERVICES SERVICES LIMITED
China's medical equipment is mainly for the industry
Association 370.00 4.98% 65.17 65.17 1.10% Service Demand Increase
Due to addition
Shenzhen High Performance Medical
0.94 per cent of national research 70.00 for therapeutic devices-not applicable
Research Institute Limited
Subtotal 5,665.00 76.26 460.99 528.45 8.93% not applicable
Total 33,541.56 1.82% 7,221.32 9,687.17 0.71% n. a.
Note 1: The above data error is caused by calculation rounding, the same below;
Note 2: "The actual amount of transactions expected to occur for the full year 2022" is the actual number of transactions from January to November 2022 and the expected number of transactions in December 2022.
The additional income shall be based on the results of the audit institution's annual audit confirmation.
Estimated and executed (III) previous daily connected transactions
Unit: RMB ten thousand yuan
The estimated amount and actual occurrence of the related party in the 2022 year ahead of the 2022 year.
The reason for the large difference in the amount of the transaction amount actually occurred.
Shanghai United Shadow Intelligent Medical Technology Co., Ltd. 5,400.00 4,665.27 Not applicable
Shanghai United Shadow Microelectronics Technology Co., Ltd. 3,600.00 3,426.80 Not applicable
Wuhan Lianying Zhirong Medical Technology Co., Ltd. 257.00 37.50 Not Applicable
Shanghai United Shadow Smart Medical Investment Management Co., 222.00 28.91 Not applicable.
Company
Subtotal 9,479.00 8,158.48 n/a
Shanghai United and Xintai Strategic Research and Development Base 2,600.00 2,578.76 Not applicable.
Kim will
To close the Shenzhen National Research Institute of High Performance Medical Devices 2,027.00-mainly part of the order.
Due to the adjustment of the plan of the joint company limited.
Sales of Wuhan Lianying Zhirong Medical Technology Co., Ltd. 1,222.00 549.63 Not Applicable
products,
Commodity Shanghai United Shadow Wisdom Medical Investment Management Limited 590 353.11 Not applicable
Company
Subtotal 6,439.00 3,481.50 n/a
100.00 97.50 to Guan Wuhan Lianying Zhirong Medical Technology Co., Ltd. Not applicable
Joint
Provide Subtotal 100.00 97.50 Not Applicable
Labor
Shanghai United Shadow Microelectronics Technology Co., Ltd. 2,700.00-Mainly for partial project implementation
Due to plan adjustment
China Medical Equipment Association 620.00 65.17 Not Applicable
Accept
Associated Wuhan Guorui Property Services Co., Ltd. 405 444.41 n. a.
People mention
The 30.00 12.78 of Fiegbidi Law Firm in Shanghai is not applicable.
Labor Representative Office
Hubei Chu Merchants Association 20.00 20.00 is not applicable
Subtotal 3,775.00 542.36 n/a
Total 19,793.00 12,279.84 n/a
Note: "The actual amount of transactions expected to occur for the full year 2022" is the actual number of transactions from January to November 2022 plus the expected number of transactions in December 2022.
The results of the audit institution's annual audit confirmation shall prevail.
Basic information and relationship of 2. related persons
Basic information of (I) related persons
1, Shanghai United Shadow Wisdom Medical Investment Management Co., Ltd. the basic situation.
Name Shanghai United Shadow Wisdom Medical Investment Management Co., Ltd.
Nature of limited liability company (natural person investment or holding)
Legal representative Gan Shaojun
Registered capital 300 million yuan
Date of Establishment 2016/10/25
Main office location: Room 903, 9th Floor, Building C (Building 3), 999 Queensway Road, Changning District, Shanghai
Investment management in the medical industry, hospital management, leasing of own equipment (except financial leasing
Main business lease), technology development, technology transfer, technology service and technology in the field of medical devices.
Consulting, nutrition and health management consulting, medical device management, computer hardware and software and auxiliary
Sales of equipment, data processing services
Shanghai Lianhe Investment Co., Ltd. (19.38), Shanghai Yingzhi Investment
Partnership (limited partnership) (13.33 per cent shareholding), United Shadow Medical Technology
Major Shareholder Group Co., Ltd. (12.85% shareholding), Shanghai Wanghuang Enterprise Management Services
Or the actual controller center (shareholding ratio is 8.33), Shanghai xuanti enterprise management partnership (limited.
partnership) (8.33 per cent shareholding), Yan Quanliang (8.33 per cent shareholding),
Other (total shareholding ratio is 24.45)
Enterprises controlled by the actual controller of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (audited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
7.34 2.83 2.41 -0.37
2. Basic Information of Shanghai United Shadow Intelligent Medical Technology Co., Ltd.
Name Shanghai United Shadow Intelligent Medical Technology Co., Ltd.
Nature of limited liability company (natural person investment or holding)
Legal Representative XIANG SEAN ZHOU
Registered capital 300 million yuan
Date of Establishment 2017/12/22
Main office location: floors 20, 21 and 22, 701 yunjin road, Xuhui district, Shanghai
General projects: artificial intelligence application software development, big data services, computer information section
Technology development, technical consultation, technical service, technology transfer, computer
Main business system integration, computer hardware and auxiliary equipment research and development, sales, electronic products, machines.
Sales of machinery and equipment, health management consulting. Licensed items: technology import and export, goods import
Export
Major shareholder Shanghai Yingguo Enterprise Management Partnership (Limited Partnership) (30% shareholding),
Or the actual controller of United Shadow Medical Technology Group Co., Ltd. (the shareholding ratio is 24.54), Shanghai United and.
Investment Co., Ltd. (17.90 per cent shareholding), Shanghai Yingsheng Investment Partnership
(Limited Partnership)(6.11 per cent), Other (21.45 per cent in aggregate)
Enterprises controlled by the actual controller of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (audited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
1.68 -1.21 0.82 -1.00
3. Basic Information of Wuhan United Shadow Zhirong Medical Technology Co., Ltd.
Name: Wuhan United Shadow Zhirong Medical Technology Co., Ltd.
Nature of limited liability company (natural person investment or holding)
Legal Representative Xie Qiang
Registered capital 102.040816 million yuan
Date of Establishment 2019/2/27
Main office location: United Film Medical Wuhan Headquarters Base A, No. 99 Gaokeyuan Road, East Lake New Technology Development Zone, Wuhan
Area
The first type of medical device production, sales, leasing, the second type of medical device production, sales.
Main business sales, leasing, production, sales and leasing of Class III medical devices,Internet of Medical Devices
Information services, electronic components manufacturing, electronic special materials manufacturing, software development, letter
Information system integration services, intelligent robot research and development.
United Film Medical Technology Group Co., Ltd. (47.04), Shanghai Yingtong.
Major Shareholder Enterprise Management Partnership (Limited Partnership) (19.6 per cent shareholding), Shanghai Shadow
Or the actual controller Rui enterprise management partnership (limited partnership) (shareholding ratio is 14.7), Yan Quan.
Good (14.7 per cent shareholding) and other (3.96 per cent shareholding in total)
Enterprises controlled by the actual controller of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (unaudited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
1.66 -1.24 0.018 -1.59
4. Basic Information of Shanghai United Shadow Microelectronics Technology Co., Ltd.
Name Shanghai United Shadow Microelectronics Technology Co., Ltd.
Nature of limited liability company (natural person investment or holding)
Legal Representative Liu Yue
Registered capital 100 million yuan
Date of Establishment 2019/6/3
Main office location: Area B, Floor 8, Building 1, 333 Huangqing Road, Jiading District, Shanghai
Engaged in technology development, technology transfer, technology consulting, technology in the field of microelectronics technology.
Services, software development, cloud software services, integrated circuit chip design, research and development, independent.
Basic software services, computer services (except Internet access services), microelectronics industry
Main business information service platform system services, e-commerce (not engaged in value-added telecommunications, financial industry
services), electronic components, new components, electronic products, instrumentation, digital products.
Sales of products, communications equipment, computers, software and auxiliary equipment, import and export of goods,
Technology import and export, import and export agent
Major shareholder United Film Medical Technology Group Co., Ltd. (60% shareholding), Shanghai Liteng Enterprise
or the actual controller manages the partnership (limited partnership) (20% shareholding), Yan Quanliang (shareholding ratio
Example is 20%)
Enterprises controlled by the actual controller of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (unaudited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
12.16 -0.14 0.02 -0.32
5. Basic situation of China Medical Equipment Association
Name: China Medical Equipment Association
Nature of Social Groups
Legal Representative Li Zhiyong
Registered capital 2 million
Date of Establishment 1991/11/27
Main Office Location West Side of 16th Floor, Pilot Science and Technology Building, 68 Zhichun Road, Haidian District, Beijing
Main business Technical exchanges, business training, professional exhibitions, book editing, international cooperation, consulting
Service
No major shareholders
or actual controller
The company is the vice chairman unit of the China Medical Equipment Association.
The association relationship
Note: China Medical Equipment Association did not provide financial data.
6. Basic Information of Wuhan Zhongke Medical Science and Technology Industrial Technology Research Institute Co., Ltd.
Name: Wuhan Zhongke Medical Science and Technology Industrial Technology Research Institute Co., Ltd.
Nature Other Limited Liability Company
Legal Representative DUN ALEX LI
Registered capital 300 million yuan
Date of Establishment 2018/12/29
Main office location: Floor 22, Building C3, Future Science and Technology Building, 999 Gaoxin Avenue, Donghu New Technology Development Zone, Wuhan
Research and development, design, production, sales and testing services for medical products, import and export of goods,
Main business technology import and export, agent import and export (excluding goods prohibited or restricted by the state or
technology)
Wuhan Optics Valley Financial Holding Group Co., Ltd. (50% shareholding), Wuhan United Film
Major shareholder Zhirong Medical Technology Co., Ltd. (18% shareholding), Shanghai United Shadow Medical Technology
or de facto controller, Inc. (14% shareholding), Chinese Academy of Sciences Precision Measurement Science and
Technology Innovation Research Institute (10% shareholding), Shanghai United Shadow Intelligent Medical Technology has
Limited Company (8% shareholding)
Serve as a director of the enterprise with the chairman of the board of directors of the listed company.
The association relationship
Key financial data for 2021 (in billions of yuan)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
1.66 1.59 0.06 -0.36
7. Basic Information of Shenzhen National Research Institute of High Performance Medical Devices Co., Ltd.
Name: Shenzhen National Research Institute of High Performance Medical Devices Co., Ltd.
Nature Limited Liability Company
Legal Representative Liu Xin
Registered capital 120 million yuan
Date of Establishment 2019/9/27
Main Office Location: Huide Building, Mintang Road, Minzhi Street, Longhua District, Shenzhen
The main business is scientific research, development, testing and maintenance of medical devices; technical development of medical devices.
technology transfer, technical consulting, technical services; sales of equipment and instruments.
Shenzhen Mindray Biomedical Electronics Co., Ltd., Shanghai United Shadow Medical Technology Co., Ltd.
Limited company, Beijing Tianzhihang Medical Technology Co., Ltd., Shenzhen Shenke Advanced Investment
Major Shareholder Management Co., Ltd., Xianjian Technology (Shenzhen) Co., Ltd., Harbin Institute of Technology
Or actually control the University Science Park Development Co., Ltd., China Medical Equipment Association, Camel Holding Group.
Ltd., Beijing Natong Technology Group Co., Ltd., Shenzhen Yingtong Huichuang Investment Co., Ltd.
Partner enterprise (limited partnership), Shenzhen Hanno Medical Technology Co., Ltd.
Serve as a director of the enterprise with the chairman of the board of directors of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (unaudited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
6.32 1.26 0.11 0.02
8. Basic Information of Wuhan Guorui Property Services Co., Ltd.
Name: Wuhan Guorui Property Service Co., Ltd.
Nature of limited liability company (natural person investment or holding)
Legal Representative Yu Bing
Registered capital 5 million yuan
Date of Establishment 2019/4/3
Main office location: 24, Building 1, Guannan Fuxing Medical Park, 58 Guanggu Avenue, Donghu New Technology Development Zone, Wuhan
Room 15, Floor (Wuhan Area, Free Trade Zone)
Main business Property management, real estate brokerage services, housing rental intermediary services, cleaning services,
Housekeeping services, parking lot management
Major shareholders Dai Fuzhou (52% shareholding), Yu Bing (28% shareholding), Yu Zhi
Or the actual controller just (20% shareholding)
Enterprises controlled by close relatives of the actual controller of the listed company.
The association relationship
Key financial data for 2021 (in billions of dollars) (unaudited)
Year 2021 as of December 31, 2021
Total assets Net assets Operating income Net profit
0.2 0.2 0.18 0.01
(II) performance capacity analysis
The above-mentioned related persons exist and operate normally in accordance with the law, and have good performance capacity. The Company will sign relevant contracts or agreements with relevant parties for the above-mentioned transactions and execute them in strict accordance with the agreement, and the performance of both parties has legal protection.
3. daily connected transactionsMain contents
Main contents of (I) related party transactions
The main contents of the expected daily related party transactions of the company and its subsidiaries are as follows:(1) purchase of raw materials: mainly for the purchase of electronic components, artificial intelligence products, remote diagnosis platform, medical imaging modeling software and workstations;(2) sales of products and commodities: mainly for the sale of medical imaging equipment and accessories;(3) provision of labor services: mainly for the provision of technical support and other types of services;(4) Acceptance of labor services: mainly for the acceptance of commissioned research and development and other services.
The transaction price, payment arrangement and settlement method are based on the principle of marketization, and the two parties determine the transaction according to the cost-plus method, the market price method, the negotiated pricing method, etc., with reference to the cost plus and fair market price.
Signing of (II) Related Transaction Agreement
After the estimated amount of daily related party transactions is deliberated and approved by the general meeting of shareholders, the company and its subsidiaries will sign specific transaction contracts or agreements with relevant related parties according to the business development.
Purpose of 4. daily connected transactions and their impact on the Company
(I) the above-mentioned related transactions are necessary for the normal needs of the company's business development and production and operation, and belong to normal business, the above-mentioned related transactions are necessary.
(II) The above-mentioned connected transactions follow the principles of openness, fairness and impartiality, the pricing is fair and reasonable, there is no harm to the interests of the company and the company's shareholders, especially the small and medium shareholders, and will not affect the company's operation and independence.
(III) the Company maintains a relatively stable cooperative relationship with the above-mentioned related persons, and with the stable development of the Company's business, the related transactions with the above-mentioned related persons will continue to exist. The Company does not rely on such related transactions for its main business or sources of revenue or profit, and the Company does not rely heavily on related persons.
Verification opinions of 5. sponsor institutions
After verification, the sponsor believes that the expected matters of the company's daily related party transactions in 2023 have been examined and approved at the 17th meeting of the first board of directors of the company, and the independent directors have issued prior approval opinions and clearly agreed independent opinions. the relevant related directors have complied with the avoidance system and fulfilled the necessary decision-making procedures, and this matter still needs to be submitted to the shareholders' general meeting for consideration. The decision-making procedures for the above-mentioned daily connected transactions are in compliance with relevant laws, regulations and the "Articles of Association of Shanghai United Imaging Medical Technology Co., Ltd.", in line with the company's normal development and operation needs, and there is no behavior that harms the interests of the company and shareholders. In summary, the sponsor has no objection to the projected matters of the Company's routine connected transactions in 2023.
(No text below)
(There is no text on this page, which is the signature page of CITIC Securities Co., Ltd.'s "Verification Opinions of CITIC Securities Co., Ltd. and China International Capital Corporation on the Expected 2023 Daily Related Party Transactions of Shanghai United Imaging Medical Technology Co., Ltd.")
Sponsor representative:
Jiao Yanyan Shao Caijie
CITIC Securities Co., Ltd.
30 December 2022
(There is no text on this page. It is the signature page of China International Capital Corporation's "Verification Opinions of CITIC Securities Co., Ltd. and China International Capital Corporation on the Expected Daily Related Party Transactions of Shanghai United Imaging Medical Technology Co., Ltd. in 2023")
Sponsor representative:
Zhang Jian Ke Yang Guang
China International Capital Corporation Limited
Year Month Day
Ticker Name
Percentage Change
Inclusion Date