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华大智造: 中信证券股份有限公司关于深圳华大智造科技股份有限公司2025年度日常关联交易调整暨增加预计额度的核查意见
Zheng Quan Zhi Xing· 2025-07-08 16:12
Core Viewpoint - The company, Shenzhen Huada Zhizao Technology Co., Ltd., has proposed adjustments to its expected daily related transaction limits for the year 2025, which have been reviewed and approved by its board of directors and independent directors, ensuring compliance with relevant regulations and maintaining fair pricing principles [1][2][9]. Group 1: Daily Related Transactions Overview - The total expected amount for daily related transactions in 2025 is projected to be no more than 1,224.56 million yuan, with significant portions allocated for purchasing goods and services (327.79 million yuan) and selling goods and providing services (852.80 million yuan) [1]. - The adjustments include an increase of 5.90 million yuan for sales to related parties, 0.30 million yuan for services provided to related parties, and 16.03 million yuan for services purchased from related parties [3]. Group 2: Approval Process - The second board meeting on January 17, 2025, approved the expected daily related transaction limits, with related directors abstaining from voting [2]. - The independent directors unanimously agreed to submit the proposal for adjustments to the board for review on July 8, 2025, which was subsequently approved by the board and the supervisory board [8][9]. Group 3: Necessity and Fairness of Transactions - The adjustments are deemed necessary due to changes in the related party structure and the need for the company to align its transaction limits with actual business operations [3][10]. - The company emphasizes that all transactions will adhere to fair pricing principles, ensuring that they do not harm the interests of the company or its shareholders, particularly minority shareholders [10]. Group 4: Related Parties Information - The related parties involved include various joint ventures and subsidiaries of Huada Gene, with specific details on their business operations and ownership structures provided [4][5]. - The company has established a unified management system for its joint ventures to streamline transaction limits and ensure compliance with market principles [7]. Group 5: Audit and Compliance - The audit committee has reviewed the adjustments and confirmed that they align with the company's operational needs and comply with legal regulations [10]. - The sponsor institution, CITIC Securities, has also verified that the necessary internal approval processes were followed, and there are no objections to the proposed adjustments [10].