Securities code: 688023 securities abbreviation: Dbappsecurity Co.Ltd(688023) Announcement No.: 2022-009 Dbappsecurity Co.Ltd(688023)
Announcement on the prediction of the company's 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:
The expected matters of this daily connected transaction shall be submitted to the general meeting of shareholders of the company for deliberation and approval;
The daily connected transactions between the company and related parties follow the principles of fairness and reasonableness. There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and will not form dependence on related parties and affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
Dbappsecurity Co.Ltd(688023) (hereinafter referred to as "the company") held the 15th meeting of the second board of directors on February 23, 2022 to review the proposal on the prediction of the company's daily connected transactions in 2022. It is estimated that the total amount of daily connected transactions between the company and its holding subsidiaries and related parties in 2022 will not exceed 115 million yuan. Among them, the amount of related party transactions of purchasing goods and receiving labor services from related parties is 15 million yuan, and the amount of related party transactions of selling goods and providing labor services to related parties is 100 million yuan. Related directors Mr. Chen Yingjie, Mr. Wu Zhuoqun and Mr. Zhang Xiaomeng abstained from voting in accordance with relevant regulations, and other non related directors unanimously agreed and adopted the proposal.
2. Prior approval opinions and independent opinions of independent directors
The independent directors of the company give their prior approval opinions on the expected matters of the daily connected transactions:
According to relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, and in combination with the actual situation of the company in the past, after verification, we believe that the estimated daily amount of connected transactions is a normal and legal economic behavior between the company and related companies, and the voting procedures comply with the provisions of the articles of association, The above related party transactions do not damage the interests of non related shareholders, and their transactions are conducive to the normal operation of the company and in line with the interests of the company and all shareholders. Therefore, we agree to submit the proposal to the board of directors for deliberation. The independent directors of the company express independent opinions on the expected matters of the daily connected transactions:
We believe that the related party transactions between the company and its holding subsidiaries and related parties occur normally in production and operation, follow the principles of objective, fair and fair transactions, do not damage the legitimate interests of the company and shareholders, especially the legitimate interests of minority shareholders, and comply with the relevant provisions of the CSRC and the Shanghai Stock Exchange. When the board of directors of the company deliberated this proposal involving related party transactions, the related directors avoided voting, and their voting procedures and processes complied with the relevant provisions of laws, regulations and the articles of association. Agree to the daily related party transactions between the company and its holding subsidiaries and related parties.
3. Audit opinions of the board of supervisors on the prediction of daily connected transactions in 2022
On February 23, 2022, the 13th meeting of the second board of supervisors deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022. The board of supervisors held that the company's daily connected transactions in 2022 were normal business transactions, met the company's normal business needs, had sufficient pricing basis and fair and reasonable prices, There is no situation that damages the interests of the company and minority shareholders. The supervisors present at the meeting unanimously agreed and passed the proposal.
4. Audit opinions of the audit committee of the board of directors on the prediction of daily connected transactions in 2022
Mr. Wu Zhuoqun, a member of the audit committee of the year 2022, unanimously deliberated and passed the proposal on the daily transactions of the non affiliated company.
This day-to-day related party transaction requires the approval of the general meeting of shareholders of the company, and the related shareholders will avoid voting.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
At the beginning of this year, the estimated amount of related party accounts for the same amount as that of the previous year to the disclosure date. There is a large difference between the actual amount of the same kind of amount of the previous year and the actual transaction related party's estimated amount of the business between the industry and the related party, the category amount and the cumulative issued amount (%) transactions generated (%) reason
amount of money
Purchase Alibaba cloud computing 600.00 2.10 0.78 551.15 1.93-
(including limited company)
Accept nail (China) letter
Labor service) Information Technology Co., Ltd. 500.00 1.75 4.95 346.47 1.21-
department
Zhejiang data security
Full service limited company 0.00 0.00 0.00 0.00 0.00-
department
Shanghai Wanda HengAn 400.00 1.40 0.00 0.00 0.00-
Technology Co., Ltd
Subtotal 1500.00 5.25 5.73 897.62 3.14
Alibaba cloud computing has 7000.00 5.33 7.59 3588.16 2.73 business needs, and limited companies increase sales
Sales of data security business demand in Zhejiang Province (including 1000.00 0.76 0.00 58.43 0.04 of Quanxin Service Co., Ltd.) increased sales provision Division
(labor) Shanghai Wanda HengAn 2000.00 1.52 0.49 157.16 0.12 business demand, Technology Co., Ltd. increased sales
Subtotal 10000.00 7.61 8.08 3803.75 2.89
Note: 1. The above actual transaction amount with related parties is only preliminary statistical data, and the audited data of the actual amount of the previous year will be disclosed in the 2021 annual report.
2. The calculation base of the proportion in similar business is the amount of similar business audited by the company in 2020. 3. There may be slight difference between the sum of individual data in the table and the total of the table, which is caused by rounding in the calculation process.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Estimated amount of last year (before) and
Related party transactions (person times of related party transactions) estimated amount (Times) actual amount paid
There is a large difference in the amount of other students
Reasons for
Alibaba cloud computing Co., Ltd. 800.00 551.15-
Nail (China) Information Technology Co., Ltd. 700.00 346.47 reduced procurement
department
Purchase (including acceptance of Zhejiang Data Security Service Co., Ltd
Labor Department 100.00 0.00-
Shanghai Wanda HengAn Technology Co., Ltd-
Subtotal 1600.00 897.62
Sales (including providing Alibaba cloud computing Co., Ltd. 4600.00 3588.16 to reduce sales)
(labor) Zhejiang Data Security Service Co., Ltd. reduced sales by 1500.00 58.43
department
Liaocheng Jinheng Smart City Operation Co., Ltd. 400.00 0.00 sales reduction company
Shanghai Wanda HengAn Technology Co., Ltd. reduced sales by 1000.00 157.16
Subtotal 7500.00 3803.75
2、 Basic information and relationship of related parties
(I) basic information of related parties.
1. Alibaba cloud computing Co., Ltd
Legal representative: Zhang Jianfeng
Enterprise type limited liability company
Date of establishment: April 8, 2008
The registered capital is 1 billion yuan
Registered address: No. 12, Zhuantang science and technology economic block, Xihu District, Hangzhou, Zhejiang
Composition and control of shareholders Hangzhou Zhenxi Investment Management Co., Ltd. holds 100%
General items: intelligent Siasun Robot&Automation Co.Ltd(300024) sales; Sales of industrial automatic control system devices; Business training (excluding education training, vocational skill training and other training requiring permission); Internet of things equipment sales; Translation services; Operating telecommunication business; Services: technical development and services of computer software and hardware, electronic products and digital products, enterprise management consulting and business scope computer information technology consulting; Designing, producing, acting and publishing Chinese advertisements; Wholesale and retail: computer software and hardware, electronic products (except special control), digital products; Conference services, undertaking exhibitions and exhibition design; Intelligent design consultation and transformation; Sales of class II medical devices (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Related parties are recognized as related parties according to the principle of substance over form
The of the latest fiscal year cannot be obtained due to the confidentiality of the financial data of the counterparty. Key financial data
2. Nail (China) Information Technology Co., Ltd
Legal representative: ye Jun
Enterprise type: limited liability company (wholly owned by foreign legal person)
Date of establishment: March 13, 2018
Registered capital: 2 million yuan
Registered address: room 527, floor 5, building 3, No. 969, Wenyi West Road, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province
Shareholder composition and control: dingtalk (Singapore) private limited holds 100% shares
General items: technical service, technical development, technical consultation, technical exchange and technical transfer
