Securities code: 688368 securities abbreviation: Shanghai Bright Power Semiconductor Co.Ltd(688368) Announcement No.: 2022-010 Shanghai Bright Power Semiconductor Co.Ltd(688368)
Announcement on 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: no
Impact of daily related party transactions on Listed Companies: Shanghai Bright Power Semiconductor Co.Ltd(688368) (hereinafter referred to as “the company”) expects that the daily related party transactions meet the needs of the company’s daily operation and development, the pricing is fair, does not affect the independence of the company, does not damage the interests of the company and shareholders, and will not form a great dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 21st Meeting of the second board of directors and the 21st Meeting of the second board of supervisors on February 23, 2022, and deliberated and adopted the proposal on daily connected transactions expected in 2022. It is agreed that the company (including subsidiaries, the same below) and Shanghai Hanfeng Electronic Technology Co., Ltd. (hereinafter referred to as “Shanghai Hanfeng” or “related parties”) will carry out daily related party transactions in 2022, with a total amount of 28 million yuan.
1. Prior approval and independent opinions of independent directors
The prior approval opinions of the independent directors of the company are as follows: the daily connected transactions expected by the company in 2022 are the daily operation needs of the company, the relevant matters follow the principles of openness, fairness and impartiality, the transaction pricing is fair, will not have a significant impact on the company’s sustainable operation ability, profit and loss and asset status, and will not damage the rights and interests of the company and other shareholders, especially minority shareholders. All independent directors agree to this proposal and agree to submit it to the board of directors for deliberation.
The independent opinions of the independent directors of the company are as follows: the proposal on daily related party transactions in 2022 formulated by the company belongs to the normal business transactions between the company and related parties and meets the needs of the company’s business development. The transaction price is fairly and reasonably determined according to the market price, which will not affect the independence of the company and the company’s business will not be affected
Dependence on related parties due to such transactions. The voting procedures of the above proposals comply with the company law and other relevant laws
Regulations, normative documents and relevant provisions of the company’s system have fulfilled the necessary decision-making procedures.
2. Written opinions of the audit committee of the board of directors
The written opinions of the audit committee of the board of directors are as follows: the company expects daily connected transactions to occur in 2022
Based on the needs of daily business transactions, the principles of fairness, rationality and consensus are followed, and similar transactions are made in the market
Based on the price of easy target, the pricing is fair, and there is no damage to the interests of the company and the majority of minority shareholders.
3. Opinions of the board of supervisors
The board of supervisors believes that the company (including subsidiaries) is expected to cooperate with its related party Shanghai Hanfeng electronic technology in 2022
The daily related party transactions such as purchasing and selling products, providing and receiving labor services from related parties of the limited company are in line with the daily requirements of the company
According to the needs of production and business operation, the principles of fairness, impartiality and openness are followed, and the pricing is fair, which will not affect the independence of the company
Cause adverse effects, and there is no situation that damages the interests of the company and all shareholders. The deliberation procedure is inconsistent with the voting procedure
Comply with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association.
(II) estimated amount and category of daily connected transactions
Unit: RMB 10000
Estimated proportion of related party transactions in similar businesses from the beginning of this year to February 2022 (%) The reason for the large difference between the accumulated amount and the related party on January 23 and the transaction amount (%) of the actual amount difference of the year
Sales to related parties
Products sold by Shanghai Hanfeng 1550.00 0.67 7.75 230.79 0.10 business development needs electronic technology
To related party Mining Co., Ltd
Purchased products, merchants 1250.00 0.54 — products needed for business development
Total 2800.00/7.75/230.79-
Note: 1. The above data are tax inclusive prices; 2. The calculation base of the proportion in similar business is the amount of similar business audited in 2021; 3、
The validity period of this daily connected transaction is expected to be from the date of adoption of the resolution of the board of directors to the date of deliberation by the board of directors of the company in 2022
Daily related party transactions; 4. The estimated total amount of related party transactions can be adjusted between different transaction categories.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Shanghai Hanfeng Electronic Technology Co., Ltd
Nature of enterprise: limited liability company (invested or controlled by natural person)
Legal representative: Xie Sen
Registered capital: 6.393882 million yuan
Date of establishment: March 28, 2011
Address: building 17, No. 1500, Zuchongzhi Road, China (Shanghai) pilot Free Trade Zone
Major shareholders: Baidu times network technology (Beijing) Co., Ltd., Xie Sen, etc
Main business: engaged in technology development, technical consultation, technical service and technology transfer in the field of Electronic Science and technology, computer manufacturing, communication terminal equipment manufacturing (only for branches), R & D and sales of electronic products and computer software and hardware, communication products, wires and cables, hardware and electricity, instruments and meters, energy-saving and environmental protection equipment, building materials, office equipment Sales of mechanical and electrical equipment, electrical equipment, office supplies, rubber and plastic products, auto and motorcycle accessories, and import and export of goods and technology.
[for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The main financial data of 2021 are as follows:
Unit: RMB 10000
Total assets net assets operating income net profit
12,093.03 7,527.13 15,343.55 2,448.06
(II) relationship with listed companies
Mr. Wang Xingchen, Secretary of the board of directors of the company, is a director of the related party Shanghai Hanfeng Electronic Technology Co., Ltd. and is recognized as a related party of the company in accordance with the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange.
(III) performance capability analysis
The above related parties continue to operate in accordance with the law, and the transactions in the past can be implemented and settled normally, with good performance ability. The company will sign contracts or agreements with the above-mentioned related parties on the daily related party transactions expected to occur in 2022, and implement them in strict accordance with the agreement, with legal guarantee for performance.
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 procurement and sales of raw materials and commodities from Shanghai Hanfeng Electronic Technology Co., Ltd. The prices of related party transactions are determined in accordance with the principles of voluntariness, fairness and impartiality and in combination with market conditions. Among them, determining the related sales price also comprehensively considers the specifications and model guidance of specific products, customer customization needs and other factors.
(II) signing of related party transaction agreement
After the expected amount of daily connected transactions is considered and approved by the board of directors, the company will sign a specific transaction contract or agreement with Shanghai Hanfeng according to the business development. At that time, the company will exercise relevant rights and perform relevant obligations in strict accordance with the terms of the contract or agreement.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily related party transactions between the company and related parties are necessary for the normal business activities of the company.
(II) fairness and rationality of pricing of related party transactions
The transactions between the company and related parties are based on general commercial terms and relevant agreements are signed, with reference to comparable price pricing transactions in similar markets. The principles of openness, fairness and impartiality are followed, and there is no behavior damaging the interests of the company and all shareholders, especially small and medium-sized shareholders.
(III) continuity of related party transactions
The company will maintain a relatively stable cooperative relationship with the above related parties, but there is no situation that will affect the independence of the company’s business and operation, and will not have a significant impact on the company’s future financial status and operating results.
5、 Verification opinions of the recommendation institution
After verification, Shanghai Bright Power Semiconductor Co.Ltd(688368) the estimated amount of daily related party transactions in 2022 has been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their prior approval opinions and clearly agreed independent opinions, which have been deliberated and approved by the audit committee of the company and do not need to be submitted to the general meeting of shareholders for deliberation, Comply with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the provisions of the articles of association. The estimated amount of the company’s daily connected transactions in 2022 meets the needs of the company’s actual business activities. The transaction is reasonable and fair, which will not have a material impact on the independence of the company’s main business, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. In conclusion, the recommendation institution has no objection to Shanghai Bright Power Semiconductor Co.Ltd(688368) the forecast of daily connected transaction amount in 2022.
6、 Online announcement attachment
(I) Shanghai Bright Power Semiconductor Co.Ltd(688368) independent directors’ prior approval opinions on matters related to the 21st Meeting of the second board of directors
(II) independent opinions of Shanghai Bright Power Semiconductor Co.Ltd(688368) independent directors on matters related to the 21st Meeting of the second board of directors
(III) Gf Securities Co.Ltd(000776) verification opinions on Shanghai Bright Power Semiconductor Co.Ltd(688368) expected daily connected transactions in 2022
It is hereby announced.
Shanghai Bright Power Semiconductor Co.Ltd(688368) board of directors February 24, 2022
