Securities code: 002947 securities abbreviation: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Announcement No.: 2022-033 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Announcement on confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Suzhou Hengmingda Electronic Technology Co.Ltd(002947) (hereinafter referred to as “Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) ” or “the company”) held the 25th meeting of the second board of directors and the 18th meeting of the second board of supervisors on February 21, 2022, deliberated and adopted the proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022. According to the provisions of relevant laws and regulations, Jing Jingping, the connected director of the company Jing Shiping, Jing Tianping and Xia Chen have avoided voting at the board meeting.
1、 Basic information of daily association
（1） Overview of daily connected transactions
In 2021, the company’s wholly-owned subsidiary Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) Electronic Technology Co., Ltd. (hereinafter referred to as “Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) “) and its associated natural person Jing Jingping and its associated legal person Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd. (hereinafter referred to as “Huizhou packaging materials”) generated daily connected transactions with a total amount of 3.6476 million yuan.
In 2022, according to the business needs of the company, Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , and the wholly-owned subsidiary Shenzhen huayangtong electromechanical Co., Ltd. (hereinafter referred to as “Shenzhen huayangtong”) are expected to cooperate with the related natural person Jing Jingping and the related legal person Huizhou packaging materials The affiliated legal person Guangdong Shengrui New Material Technology Co., Ltd. (hereinafter referred to as “Shengrui new material”) has a daily connected transaction with an amount of about 16.46 million yuan; Suzhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) is expected to have a daily connected transaction with connected natural person Xia Chen, with an amount of about 300000 yuan; The total amount of the above daily connected transactions is expected to be 16.76 million yuan.
（2） Actual occurrence of daily related party transactions in 2021
According to the business needs, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) , a wholly-owned subsidiary of the company, had 3.6476 million yuan of related party transactions with related parties Huizhou packaging materials and jingjingpingfa in 2021. The details are as follows:
Unit: 10000 yuan (RMB)
Actual issued in 2021
Difference between the actual expected amount of payment in the related party transaction of the entity and the amount of disclosure claim category and the proportion of expected payment in similar industries
Huizhou hengming purchased products from the related party Huizhou packaging materials raw materials 189.57 650.00 0.24% – 460.43 cninfo.com:
Sales of product 2021-0 to the related party Huizhou Baocai hydropower 2.67 40.00 100% – 37.33 Suzhou Hengmingda Electronic Technology Co.Ltd(002947)
Huizhou packaging material leasing factory 74.92 100.00 3.88% – 25.08 20 to related parties
Rental house jingjingping rental office 97.60 110.00 5.06% – 12.40%
Public place
Subtotal 172.52 210.00-37.48
Total 364.76 900.00-535.24
（3） Category and amount of daily related party transactions in 2022
According to the actual operation and business development needs of the previous year, it is estimated that the total amount of daily connected transactions between the company and related parties in 2022 is about 16.76 million yuan. The details are as follows:
Unit: 10000 yuan (RMB)
Pricing of related party transactions in 2022, it is estimated that the amount incurred on the date of disclosure of the principle amount of related party transactions of the actual subject category in 2021 has occurred
Huizhou heng600.00 31.15 189.57 Mingda
Suzhou Heng purchased products from the related party Huizhou packaging material raw material market 200.00 0.00 0.00 Mingda
Shenzhen hua100.00 0.00 0.00 Yangtong
Subtotal 900.00 31.15 189.57
Huizhou Heng purchased products from the related party Shengrui new material hydropower market 260.00 0.00 0.00 Mingda
Huizhou Hengxiang’s principle of selling products to the related party Huizhou packaging materials hydropower market 10.00 0.50 2.67 Mingda
Huizhou packaging material rental plant 130.00 18.20 74.92 Huizhou Hengxiang related party Shengrui new material rental plant market 238.00 0.00 0.00 Mingda rental house principle
Jingjingping rental office 108.00 17.60 97.60
Subtotal 476.00 35.80 172.52
Suzhou Hengxiang related party Xiachen rental vehicle market 30.00 0.00 0.00 Mingda rental vehicle principle
Total 1676.00 67.45 364.76
2、 Introduction and relationship of related parties
(I) affiliated natural person I
Name: Jing Jingping
(II) connected natural person II
Name: Xia Chen
Related relationship: Xia Chen holds 8097500 shares of the company, accounting for 4.60% of the total share capital of the company, and works as a director and deputy general manager of the company.
(III) affiliated legal person I: Suzhou Hengmingda Electronic Technology Co.Ltd(002947) packaging materials (Huizhou) Co., Ltd
Legal representative: Jing Jingping
Registered capital: 1359870234 yuan
Main business: plastic products manufacturing; Design, production and sales: Cartons, greeting cards, stationery, handicrafts (except ivory and its products), paper products, wedding supplies, toys, office supplies and cultural supplies; Production and sales: medical protective masks, daily protective masks, sanitary materials, packaging materials, labor protection articles; Marketing planning consultation; Production of traditional Chinese medicine health paste; R & D: handicrafts (except ivory and its products), toys; Import and export of goods or technology; Printed matter printing (excluding publication printing). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: Yanhe Road, Huiyang Economic Development Zone, Huizhou (plant)
Related relationship: Huizhou packaging materials is a company 100% owned by the related natural person Jing Jingping.
Financial data of related parties: in 2021, the operating revenue was 31.88 million yuan and the net profit was 2.19 million yuan. As of December 31, 2021, the total assets were 29.07 million yuan and the net assets were 20.89 million yuan (relevant data were not audited).
(IV) affiliated legal person 2: Guangdong Shengrui New Material Technology Co., Ltd
Legal representative: Chen Jingyi
Registered capital: 20 million yuan
Main business: research and development of new materials and technologies; New material technology promotion services; Production of class I medical devices; Sales of class II medical devices; Non residential real estate leasing; estate management; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of protective articles for medical staff (class II medical devices); Production of class II medical devices; Medical mask production; Drug production. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Address: Yanhe Road, Huiyang Economic Development Zone, Huizhou (plant)
Affiliated relationship: Shengrui new material is a company with 75% shares held by Jing Jingping, an affiliated natural person.
Financial data of related parties: Shengrui new material was established in February 2022, and there is no corresponding data yet.
(V) performance capacity
Jing Jingping and Xia Chen are in good financial condition and have good performance ability. They are not dishonest Executees. Huizhou packaging materials and Shengrui new materials are legal entities that exist and continue to operate according to law, have good performance ability, and are not dishonest Executees.
3、 Main contents of related party transactions
(I) pricing policy and basis
The related party transactions between the company and the above related parties are priced with reference to the market fair price, determined by both parties through negotiation, and conducted on the principles of voluntariness, equality and mutual benefit. Such related party transactions have no adverse impact on the production and operation of the company.
(II) related party transaction agreement
The related party transaction agreement will be signed by both parties within the estimated amount according to the actual situation in accordance with relevant laws and regulations.
4、 Purpose and impact of related party transactions on the company
The above related party transactions are daily production and operation activities, which help to maintain the stability of the company’s operation and have commercial rationality. The above related party transactions are based on the market fair price and follow the principles of fairness, impartiality and openness. There is no situation that damages the interests of the company, Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) and the company’s shareholders. The company will not rely on related parties or affect the independence of the company and Huizhou Suzhou Hengmingda Electronic Technology Co.Ltd(002947) .
5、 Review procedures to be performed
(I) opinions of the board of directors
The board of directors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 25th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of directors (Announcement No.: 2022-023) disclosed by the company on February 22, 2022.
(II) prior approval and independent opinions of independent directors
1. Prior approval
The independent directors confirmed this matter in advance and agreed to submit it to the board of directors of the company for deliberation. For details, see the prior approval opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors disclosed by the company on February 22, 2022.
2. Independent opinion
For the independent opinions agreed by the independent directors on this matter, see the independent opinions of Suzhou Hengmingda Electronic Technology Co.Ltd(002947) independent directors on matters related to the 25th meeting of the second board of directors disclosed by the company on February 22, 2022.
(III) opinions of the board of supervisors
The board of supervisors of the company reviewed and approved this matter. For details, see the announcement on the resolution of the 18th meeting of the Suzhou Hengmingda Electronic Technology Co.Ltd(002947) second board of supervisors (Announcement No.: 2022-024) disclosed by the company on February 22, 2022.
(IV) opinions of the recommendation institution
The recommendation institution has issued verification opinions on this matter. See the company’s report on February 22, 2022 for details
