Securities code: 002168 securities abbreviation: Shenzhen Hifuture Information Technology Co.Ltd(002168) Announcement No.: 2022-012 announcement on equipment purchase contract and related party transaction to be signed
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Recently, Chongqing Huicheng Future Intelligent Electric Co., Ltd. (hereinafter referred to as “Chongqing Huicheng future”), a wholly-owned subsidiary of Shenzhen Hifuture Information Technology Co.Ltd(002168) (hereinafter referred to as “the company”), plans to sign an equipment procurement contract with its joint-stock subsidiary Siji Xingneng Technology (Sichuan) Co., Ltd. (hereinafter referred to as “Siji Xingneng”), Sijixingneng plans to purchase equipment from Chongqing Huicheng in 2022, with a total amount of 80 million yuan. 2. Whereas Mr. Wang Wei, the director and President of the company, and Mr. He Jinjin, the director and vice president of the company, serve as directors of sijixingneng and its controlled enterprises, sijixingneng is an affiliated legal person of the company in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”). This transaction constitutes a connected transaction stipulated in the stock listing rules, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions.
3. According to the stock listing rules and the articles of association, this connected transaction has been deliberated and adopted at the 18th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors held by the company on February 24, 2022. The related directors Mr. Wang Wei and Mr. He Jinjin abstained from voting on the above matters, and the independent directors issued their prior approval opinions and agreed independent opinions.
The amount involved in this connected transaction exceeds 30 million yuan and accounts for more than 5% of the absolute value of the company’s latest audited net assets. According to the relevant provisions of the stock listing rules, this matter needs to be submitted to the company’s second extraordinary general meeting in 2022 for deliberation.
4. According to the relevant provisions of the measures for the administration of major asset restructuring of listed companies, this transaction does not constitute major asset restructuring or listing.
2、 Basic information of transaction parties
1. Basic information
Company name: Siji Xingneng Technology (Sichuan) Co., Ltd
Unified social credit Code: 91510100ma682h7m7q
Company type: other limited liability companies
Registered address: No. 619, Jicui Road, Xinglong Street, Tianfu new area, Sichuan
Legal representative: Zhang Jie
Registered capital: 186.48 million yuan
Date of establishment: December 9, 2020
Business term: December 9, 2020 to December 8, 2040
Business scope: General Project: software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information consulting services (excluding licensed information consulting services); Information technology consulting services; Internet data services; Information system operation and maintenance services; Data processing and storage support services; Software outsourcing services; Blockchain technology related software and services; Geographic remote sensing information service; Packaging services for transporting goods; China cargo transportation agency; Operation of road freight transport stations; Loading, unloading and handling; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Repair and maintenance of motor vehicles; Operation of electric vehicle charging infrastructure; Engineering management services; Sales of goods (except for Internet sales); Retail of computer software, hardware and auxiliary equipment; Charging pile sales; Motor vehicle charging sales; Sales of intelligent power transmission and distribution and control equipment; Sales agent; AI hardware sales; Software sales; Sales of electrical accessories; Sales of mobile terminal equipment; Integrated circuit sales; Sales of information security equipment; Sales of communication equipment; Sales of mechanical equipment; Sales of new energy vehicle power exchange facilities; Sales of new energy vehicles; Digital video surveillance system sales; Industrial control computer and system sales; Sales of intelligent vehicle mounted equipment; Internet of things equipment sales; Sales of cloud computing equipment; Retail of auto parts; Retail of motorcycles and spare parts; China trade agency; Advertising design and agency; Advertising production; Advertising release (non radio, television and newspaper publishing units); Human resources services (excluding professional intermediary activities and labor dispatch services) (except for projects that must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: Road cargo transportation (excluding dangerous goods); Power supply business; Class I value-added telecommunications services; Internet information services; The second category of value-added telecommunications services; Various engineering construction activities; Professional intermediary activities (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments).
2. Ownership structure:
No. name of shareholder subscribed capital contribution (10000 shares)
(yuan)
1 Ruiyuan clean energy investment (Tianjin) partnership (limited partnership) 6527 35.0011%
2 Sichuan Zhongdian Qixing Information Technology Co., Ltd. 6527 35.0011%
3 Shenzhen Hifuture Information Technology Co.Ltd(002168) 2,797 14.9989%
4 desian (Beijing) New Energy Technology Co., Ltd. 2797 14.9989%
Total 18648 100.0000%
3. The main financial data of sijixingneng in the latest year are as follows (the following data are Unaudited):
Monetary unit: 10000 yuan
Project December 31, 2021
Total assets 21807.96
Net assets attributable to owners of the parent company 14105.36
Project from January to December 2021
Main business income 10638.52
Net profit attributable to owners of parent company -1879.75
4. With digital platform and physical platform as the business core, Sijixing energy organically combines five business objects such as goods, vehicles, people, piles and services to form a business line dominated by charging business and supplemented by non electricity business of charging station, logistics business, automobile sales business, electricity sales business and power exchange business.
By the end of 2021, the cumulative power sales of Sijixing energy had exceeded 100 million kwh.
5. Mr. Wang Wei, the director and President of the company, and Mr. He Jinjin, the director and vice president of the company, serve as directors of sijixingneng and the enterprises controlled by sijixingneng. According to the relevant provisions of the stock listing rules, sijixingneng is the affiliated legal person of the company.
6. Sijixing has good reputation and performance ability. After inquiry, it does not belong to the “dishonest executee”. 3、 Pricing policy and basis of transaction
The pricing of this connected transaction is not higher than the market price of similar products, follows the objective, fair and fair pricing principle, and does not damage the interests of the company and other non connected shareholders, especially small and medium-sized shareholders. 4、 Main contents of equipment procurement contract to be signed
(I) parties to the contract
Party A: Siji Xingneng Technology (Sichuan) Co., Ltd
Party B: Chongqing Huicheng Future Intelligent Electric Co., Ltd
(II) main contents
1. Basic description
1.1 Party A plans to purchase equipment with a total amount of RMB 80 million from January 1, 2022 to December 31, 2022. The specific procurement subject, object, specification, model, quantity, standard, price, delivery time and place shall be subject to the purchase order signed between Party A or the third party designated by Party A and Party B. Party B promises that the price of the equipment purchased by Party A (and its designated third party, the same below) shall not be higher than the market price of similar products.
1.2 Party A’s procurement forms include self procurement, designated financing party and designated contractor procurement. The amount of Party A’s self procurement, designated financing party procurement and Party A’s project as the owner, agent and operator, and designated EPC general contractor or contractor’s procurement of equipment of Party B’s brand shall be included in the total amount of procurement mentioned above.
1.3 Party A is obliged to cooperate with Party B in formulating the implementation plan of this contract and assist Party B in signing the procurement contract with the designated financing party and the designated contractor based on the provisions of this contract.
1.4 in order to complete the implementation of the total purchase amount of this contract, Party A has the right to require Party B to cooperate with Party A in introducing the financing party and the contractor to purchase equipment products.
2. Subject matter of this contract
2.1 the equipment purchased under this contract is the customized urban mobile energy supply equipment (hereinafter referred to as “equipment”) that Party A puts forward the demand and Party B is responsible for developing.
2.2 within the supply period of the contract, Party B promises that the price of the equipment purchased by Party A in a single transaction shall not be higher than the market price of similar products, and the final unit price shall be subject to the amount specified in the specific purchase order negotiated by both parties.
2.3 Party B plans to complete the development before March 31, 2022; In order to improve the stability of the products, Party B shall test the products and gain the approval of Party A (at the end of the product test time, it shall be able to meet the needs put forward by Party A and realize continuous normal operation, and the product acceptance shall be based on the type test report issued by the nationally recognized third-party testing organization). In principle, the planned test time shall not be later than one month after the completion of development, i.e. before April 30, 2022; After the completion of the test, Party B shall produce and deliver according to the written order of Party A, which shall prevail. (the above-mentioned planned completion time and planned completion test time only represent the preset time determined by Party A and Party B to promote the orderly promotion of this contract. Therefore, Party B shall not bear the liability for breach of contract caused by Party A and Party A’s partners or not Party B’s subjective intention in the process of product R & D.
3. Liability for breach of contract
3.1 Party A’s liability for breach of contract
Within the validity period of this contract, if this contract is unilaterally terminated due to Party A’s reason, or the total purchase amount agreed in this contract is not completed due to Party A’s reason, Party A shall complete the purchase of the remaining amount before January 31, 2023; If it is not completed within the time limit, Party A shall bear the responsibility of continuing to perform, taking remedial measures or compensating losses. 3.2 Party B’s liability for breach of contract
3.2.1 Party B shall make good preparations for goods preparation to ensure timely supply. If Party B fails to perform the delivery obligations on time as agreed in the specific single purchase order due to Party B’s reasons, Party B shall pay Party A liquidated damages of 0.05% of the amount of the batch of delayed delivery equipment agreed in the single purchase order for each day of delay.
3.2.2 during the warranty period of the equipment, Party B shall be responsible for compensating for the direct losses caused by product quality problems, and repair or replace the damaged products.
3.2.3 in case of safety accidents caused by equipment quality problems, it shall be implemented in accordance with the provisions of relevant laws and regulations. If Party A suffers direct losses and / or assumes responsibility due to Party B’s equipment quality problems, it has the right to recover from Party B.
4. Dispute resolution
4.1 any dispute arising from or in connection with this contract shall be settled by both parties through negotiation based on the principle of friendship and mutual benefit. If the negotiation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place where Party A has its domicile in Chengdu.
4.2 during the litigation, both parties shall continue to perform the undisputed contract matters except the matters submitted to the litigation.
5. Others
5.1 this contract is made in quadruplicate, with Party A and Party B holding two copies respectively. It is established after being signed and sealed by both parties, and takes effect after being reviewed and approved by the competent authorities of both parties.
5、 Other arrangements involving connected transactions
This transaction does not involve personnel placement, and there is no change in equity or senior personnel of the listed company.
6、 Impact on the company
This connected transaction is the daily operation of the company, and the performance of this equipment purchase contract is in line with the strategic layout of the company’s main business. If this matter is implemented smoothly, it will have a certain positive impact on the company’s operating performance this year.
7、 From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From the beginning of this year to the disclosure date of this announcement, except for this connected transaction, the company has no other connected transactions with its connected person sijixingneng.
8、 Risk tips
Due to the possibility of changes in policies and internal and external conditions or the random influence of force majeure factors, there may be changes in progress and amount in the process of contract signing, project implementation and procurement. The company will timely disclose the relevant progress of the project according to relevant regulations.
9、 Opinions of independent directors
1. Prior approval
The related party transactions between the company’s wholly-owned subsidiary and related parties this time belong to daily business behavior. The transaction price follows the principles of objectivity, fairness and impartiality. The pricing is reasonable and fair, and there is no behavior of using the relationship between related parties to damage the interests of listed companies. We believe that this related party transaction is conducive to further promote the sustainable development of the company’s main business, and the related parties have strong performance ability, which will not have an adverse impact on the normal operation of the company, nor will it damage the interests of the company and shareholders.
We agree to submit the proposal to the 18th meeting of the seventh board of directors for deliberation. When the board of Directors considers the related party transaction, the related directors must withdraw from voting.
2. Independent opinion
This connected transaction belongs to the daily operation of the company, the transaction price is fair and reasonable, and there is no use of connected relationship to damage the listing
