Securities code: 688010 securities abbreviation: Fujian Forecam Optics Co.Ltd(688010) Announcement No.: 2022-022 Fujian Forecam Optics Co.Ltd(688010)
Announcement on the forecast of daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
Impact of daily related party transactions on Listed Companies: this related party transaction is a daily related party transaction of the company, which is based on the normal business of the company and based on the market price. It does not affect the independence of the company and does not damage the interests of the company and shareholders. The company will not rely heavily on related parties due to this related party transaction.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Fujian Forecam Optics Co.Ltd(688010) (hereinafter referred to as "the company" or " Fujian Forecam Optics Co.Ltd(688010) ") held the sixth meeting of the third board of directors and the sixth meeting of the third board of supervisors on February 22, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, The transaction party of this daily connected transaction is Fujian Xingyun big data application service Co., Ltd. (hereinafter referred to as "Xingyun big data" or "connected person"), and the cumulative transaction amount is expected to not exceed 60 million yuan. Ms. Tang Xiue, a related director, avoided voting, and the non related directors present at the meeting unanimously agreed to the proposal.
The independent directors of the company approved the above proposal in advance, agreed to submit it to the board of directors for deliberation, and expressed clearly agreed independent opinions during the deliberation of the board of directors. The independent directors believe that the company's daily connected transactions with connected persons in 2022 are expected to follow the principles of fair and voluntary transactions, and there is no violation of laws, regulations, the articles of association and relevant systems. The price of daily related party transactions shall follow the principle of fair pricing and be determined through negotiation according to the specifications and models of specific products or commodities and in combination with the market price. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders and non related shareholders; Such daily connected transactions will not affect the independence of the company, and the company's main business will not form a significant dependence on connected persons due to such transactions; These daily connected transactions belong to the company's daily business, meet the needs of the company's business development and the interests of the company and all shareholders. During the deliberation of the proposal by the board of directors, Ms. Tang Xiue, a related director, withdrew from voting, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
The audit committee of the board of directors of the company considered and approved the proposal and issued written opinions on the related party transactions. The audit committee of the board of Directors believes that the daily related party transactions between the company and related parties in 2022 are based on the needs of the company's normal operation, and the transaction price follows the principle of fair pricing, It shall be determined through negotiation according to the specifications and models of specific products or commodities and in combination with the market price. There is no situation that damages the interests of the company and shareholders.
The expected matters of this daily connected transaction need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholder Fujian electronic information (Group) Co., Ltd. (hereinafter referred to as "information group") must avoid voting at the general meeting of shareholders. (II) estimated amount and category of daily connected transactions
At the beginning of this year, it is estimated that from this time to the disclosure date, the actual amount of the same kind in the previous year, the expected business ratio of the related party and the business ratio of the related person in the previous year, the actual transaction category amount (%) and the cumulative issued amount (%) Reasons for large amount difference in transactions with different amount
To associate Fujian star
People selling cloud big data 6000 10.21 million yuan of inapplicable products and application services
Commodity Co., Ltd
Note: the denominator of the formula for calculating the proportion of similar businesses in the above table is the company's operating revenue in 2020.
(III) prediction and implementation of previous daily connected transactions
This transaction is a new daily connected transaction, and there is no case that the difference between the previous estimated amount and the actual amount of similar transactions with the same connected person reaches more than 3 million yuan, accounting for more than 0.1% of the total assets of the listed company in the latest audit.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Fujian Xingyun big data application service Co., Ltd
Company type: other limited liability companies
Legal representative: Gao Yuanrong
Registered capital: 25520651 yuan
Date of establishment: November 22, 2013
Registered address: room 505, 5th floor, scientific research building, Hongshan science and Technology Park, Gongye Road, Gulou District, Fuzhou, Fujian
Main office location: 25-27f, building 5, software park, No. 89, software Avenue, software park, Gulou District, Fuzhou
Main business: big data application, information platform development, platform operation and system integration
Major shareholders: Fujian big data Co., Ltd. holds 84.2455% and Fujian Forecam Optics Co.Ltd(688010) holds 8%
Main financial data of the latest fiscal year: unit: RMB 10000
Project 2020 (audited)
Operating income 47610.56
Net profit 1963.88
Total assets 119730.27
Net assets 43517.50
(II) relationship with listed companies
Information group, a shareholder holding more than 5% of the company, has been the controlling shareholder of nebula big data in the past 12 months, and Ms. Tang Xiue, vice chairman of the company, served as the director of nebula big data.
(III) performance capability analysis
Nebula big data exists and operates normally according to law, and has good performance ability. The company will sign contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The company expects that the daily related party transactions in 2022 will mainly be the company's sales of products and commodities to Xingyun big data. The transaction price follows the principle of fair pricing and is determined through negotiation according to the specifications and models of specific products or commodities and in combination with the market price.
(II) signing of related party transaction agreement
The company and its subsidiaries will sign specific transaction contracts or agreements with related parties according to the business development after the daily related party transactions are considered and approved by the board of directors and the general meeting of shareholders.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily connected transactions between the company and the above connected persons are to meet the daily business development and specific project needs of the company and conduct transactions according to market rules on a fair basis.
(II) fairness and rationality of pricing of related party transactions
The transactions between the company and related parties are conducted on the basis of normal market transaction conditions and comply with business practices. The transaction price follows the principle of fair pricing and is determined through negotiation according to the specifications and models of specific products or commodities and in combination with the market price. The transaction follows the market principles of fairness, openness and impartiality, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(III) continuity of related party transactions
The connected person is an enterprise existing and operating normally according to law and has good business reputation. This transaction is conducive to the continuous development of the company's main business, will not affect the independence of the company, and the company will not form a large business dependence on the connected person.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Fujian Forecam Optics Co.Ltd(688010) the expected matters of daily related party transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors, and the related directors have avoided voting. The independent directors have expressed clear independent opinions on the above matters in advance, and the audit committee of Fujian Forecam Optics Co.Ltd(688010) the board of directors has expressed clear written audit opinions on the above matters, This matter still needs to be submitted to the general meeting of shareholders for deliberation.
In conclusion, the recommendation institution has no objection to the Fujian Forecam Optics Co.Ltd(688010) prediction of daily connected transactions in 2022. 6、 Online announcement attachment
(I) prior approval opinions of independent directors on matters related to the sixth meeting of the third board of directors; (II) independent opinions of independent directors on matters related to the sixth meeting of the third board of directors;
(III) written audit opinions of the audit committee of the board of directors on matters related to the sixth meeting of the third board of directors;
(IV) China Industrial Securities Co.Ltd(601377) verification opinions on the prediction of daily connected transactions in Fujian Forecam Optics Co.Ltd(688010) 2022.
It is hereby announced.
Fujian Forecam Optics Co.Ltd(688010) board of directors
February 23, 2022
