Securities code: 000670 securities abbreviation: * ST Yingfang Announcement No.: 2022-012 Yingfang Microelectronics Co., Ltd
Announcement on related party transactions and quota estimation
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Related party transaction item 1: whereas the lease term of Infotmic Co.Ltd(000670) (hereinafter referred to as "the company") (located at unit 03 / 05, 5th floor, No. 799, Tianshan West Road, Changning District, Shanghai) will expire on February 23, 2022, The company and Shunyuan Holding Group Co., Ltd. (hereinafter referred to as "Shunyuan holding") signed a supplementary lease renewal contract on the house lease contract signed by both parties in February 2021. The current office space of the company will be renewed from February 24, 2022 to February 23, 2023. During the above lease term, the renewal rent and property management fee shall be consistent with the original house lease contract.
2. Related party transaction II: in order to meet the capital needs of the company, Zhejiang Shunyuan Enterprise Management Co., Ltd. (hereinafter referred to as "Shunyuan enterprise management"), the company's largest shareholder, intends to provide the company with an interest free loan with a total amount of no more than 150 million yuan. The validity period of the above amount is 12 months from the date of deliberation and approval by the board of directors, The subsidy funds can be recycled and used within the above limit. Within the above limit, the interest free loan provided by Shunyuan enterprise management to the company does not require the company to provide guarantee, mortgage, pledge and other forms of guarantee, nor other agreements and arrangements.
3. Shunyuan enterprise management is the largest shareholder of the company. As of the disclosure date of this announcement, Shunyuan enterprise management holds 124022984 shares of the company, accounting for 15.19% of the total share capital of the company. Shunyuan holdings does not hold shares of the company, which is other enterprises controlled by the actual controller of Shunyuan enterprise management, the largest shareholder of the company, and Shunyuan enterprise management holds 15% of its shares. Shunyuan enterprise management and Shunyuan holding (collectively referred to as the same connected person) are connected legal persons of the company, and the above two transactions constitute connected transactions.
4. The company held the 23rd Meeting of the 11th board of directors on February 14, 2022. The proposal on housing renewal and related party transactions and the proposal on accepting the estimated amount of financial assistance and related party transactions were deliberated and adopted by 8 votes in favor, 1 vote in avoidance, 0 vote against and 0 abstention. Mr. Gu Xin, a related director, has avoided voting. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above two connected transactions.
5. The above-mentioned connected transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, do not constitute a reorganization listing, and do not need to be approved by relevant departments. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, the above connected transactions are within the approval authority of the board of directors of the company and do not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) related party I
1. Basic information
Name: Shunyuan Holding Group Co., Ltd
Unified social credit Code: 91310000632029127g
Address: No. 33, Guangshun Road, Changning District, Shanghai
Legal representative: Chen Yanbiao
Registered capital: 70 million yuan
Company type: limited liability company (invested or controlled by natural person)
Business scope: industrial investment, real estate development and operation, property management, investment consulting, "four technologies" services in the computer field, China Trade (except special provisions), sales of computer software and hardware and related products, parking lot (garage) management (limited to branch operations). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
2. Major shareholders and actual controllers
The equity structure of Shunyuan Holding Group Co., Ltd. is as follows:
No. name of shareholder subscribed amount (10000 yuan) paid in amount (10000 yuan) shareholding ratio
1 Chen Yanbiao 37100 53%
2 Chen Qihua 14000 20%
3 Zhejiang Shunyuan Enterprise Management Co., Ltd. 10500 15%
4 Shao Jianlin 7000 10%
5 Chen Aolin 1400 2%
According to the shareholding structure of Shunyuan holdings, Chen Yanbiao is the actual controller of Shunyuan holdings.
3. Financial situation
The main financial data of the financial statements of Shunyuan holdings in the latest year and the first period are as follows:
Unit: 10000 yuan
Project 2021 / 9 / 30 2020 / 12 / 31
Net assets 81578.86 81435.84
The project is from January to September in 2021 and in 2020
Operating income 9748.40 11963.90
Net profit 143 5752.33
(II) related party II
1. Basic information
Name: Zhejiang Shunyuan Enterprise Management Co., Ltd
Unified social credit Code: 91310105660733453x
Address: Wushan, Tianjia village, Xiaoyue street, Shangyu District, Shaoxing City, Zhejiang Province
Legal representative: Wang Guojun
Registered capital: 100 million yuan
Company type: limited liability company (invested or controlled by natural person)
Business scope: general items: enterprise management; Enterprise management consulting; Sales of building materials; Wholesale of hardware products; Sales of household appliances; Sales of mechanical equipment; Sales of knitwear, textiles and raw materials; Sales of office supplies; Sales of daily necessities (except for items subject to approval according to law, carry out business activities independently according to law with business license).
Licensed projects: residential interior decoration (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
2. Major shareholders and actual controllers
No. name of shareholder subscribed capital contribution paid in capital contribution shareholding ratio (10000 yuan) (10000 yuan)
1 Chen Yanbiao 8500 85%
2 Shanghai Mingding Enterprise Development Co., Ltd. 1500 15%
According to the ownership structure of Shunyuan enterprise management, Chen Yanbiao is the actual controller of Shunyuan enterprise management.
3. Financial situation
The main financial data (consolidated statements) of the financial statements of Shunyuan enterprise management in the latest year and the first period are as follows:
Unit: 10000 yuan
Project 2021 / 12 / 31 (Unaudited) 2020 / 12 / 31 (audited)
Net assets 21377.13 20281.99
Project: January December 2021 (Unaudited) year 2020 (audited)
Operating income 2401.53 2679.39
Net profit 2534.27 2423.36
(III) relationship
1. Shunyuan enterprise management is the largest shareholder of the company. As of the disclosure date of this announcement, Shunyuan enterprise management holds 124022984 shares of the company, accounting for 15.19% of the total share capital of the company. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shunyuan enterprise management is an affiliated legal person of the company.
2. Shunyuan holdings does not hold shares of the company, which is other enterprises controlled by the actual controller of Shunyuan enterprise management, the largest shareholder of the company, and Shunyuan enterprise management holds 15% of its shares. According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shunyuan holding is an affiliated legal person of the company.
(IV) whether the related party is a dishonest person to be executed
Upon verification by the company, Shunyuan enterprise management and Shunyuan holding are not dishonest Executees.
3、 Basic information of related party transactions
1. Subject matter of related party transaction I:
The company renews its legally owned house (located in unit 03 / 05, floor 5, No. 799, Tianshan West Road, Changning District, Shanghai) to Shunyuan holdings as the company's main office space and signs the relevant house lease contract. The renewal lease term is from February 24, 2022 to February 23, 2023.
2. Subject matter of related party transaction II:
Shunyuan enterprise management plans to provide the company with interest free loans with a total amount of no more than 150 million yuan. The validity period of the above-mentioned amount is 12 months from the date of deliberation and approval by the board of directors. The subsidy funds can be recycled and used within the above-mentioned amount. Within the above limit, the interest free loan provided by Shunyuan enterprise management to the company does not require the company to provide guarantee, mortgage, pledge and other forms of guarantee, nor other agreements and arrangements.
4、 Pricing policy and basis of related party transactions
The related party transaction between the company and Shunyuan holdings is the company's lease of office space required for normal operation. The transaction price is consistent with the rent agreed in the previous house lease contract. The relevant transaction price is determined by both parties through negotiation according to the market price of the place where the leased house is located; The related party transaction between the company and Shunyuan enterprise management is that Shunyuan enterprise management provides the company with an interest free loan limit, within which the company does not need to pay interest to Shunyuan enterprise management. There is no other relevant interest arrangement or benefit transfer in this connected transaction, nor is there any arrangement or possibility that may cause potential damage to the listed company by connected persons in the future.
5、 Main contents of related party transaction agreement
(I) the main contents of the supplementary contract for lease renewal of related party transaction item 1:
1. Subject of renewal supplementary contract:
Lessor: Shunyuan Holding Group Co., Ltd
Lessee: Infotmic Co.Ltd(000670)
2. Rental address: unit 03 / 05, floor 5, No. 799, Tianshan West Road, Changning District, Shanghai
3. Lease term: from February 24, 2022 to February 23, 2023
4. Lease area: 1570 square meters
5. Renewal rent: the monthly rent is (RMB) 286525 yuan.
6. Property management fee: RMB 47100 per month. If the lessor reasonably adjusts the property management fee during the lease period, the property management fee shall be adjusted accordingly.
7. House lease deposit and other expenses: during the lease renewal period, the amount of deposit is consistent with the original lease contract and remains unchanged.
8. Others: during the renewal period, unless otherwise agreed in the renewal contract, other conditions and terms of the original lease contract remain unchanged and continue to apply to the renewal period.
9. Effective conditions: this renewal contract shall come into force after being sealed by both parties and reviewed and approved by the board of directors of the company. (II) main contents of related party transactions II:
Shunyuan enterprise management plans to provide the company with interest free loans with a total amount of no more than 150 million yuan. The validity period of the above-mentioned amount is 12 months from the date of deliberation and approval by the board of directors. The subsidy funds can be recycled and used within the above-mentioned amount. The company will sign relevant loan agreements with Shunyuan enterprise management according to the subsequent capital demand. 6、 Purpose and impact of related party transactions
The company renews the house from Shunyuan holdings to meet the future development needs of the company's office space, which is a normal business transaction; The free financial support provided by Shunyuan enterprise management to the company is its strong support for the operation and development of the company, which can provide convenient conditions for the capital turnover of the company and is conducive to the sustainable and stable operation of the company. The pricing of related party transactions follows the principles of openness, fairness and impartiality. The transaction price is fair and will not damage the interests of the company and minority shareholders, and will not affect the independence of the company. Related party transactions will not have a significant adverse impact on the company's financial status and operating results, and the company's main business will not rely on related parties due to related party transactions.
7、 Accumulated various connected transactions with the connected person
From the beginning of 2022 to the disclosure date of this announcement, in addition to the related party transactions involved in the company's renewal of office space from Shunyuan holdings, the total amount of various related party transactions that have occurred between the company and its holding subsidiaries and the related party (including other related parties controlled by the same subject or with mutual control relationship) is 7 million yuan.
