Securities code: 68820 securities abbreviation: Beijing Huafeng Test & Control Technology Co.Ltd(688200) Announcement No.: 2022-004 Beijing Huafeng Test & Control Technology Co.Ltd(688200)
Announcement on the expected daily connected transaction limit 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 completeness of its contents. Important content tips: whether it is necessary to submit to the general meeting of shareholders for deliberation: No, the impact of daily connected transactions on Listed Companies: This connected transaction is the company's daily connected transactions, based on the company's normal business and based on the market price, which does not affect the independence of the company and does not damage the interests of the company and shareholders, The company will not rely on related parties due to the related party transaction. The daily amount of connected transactions starts from the date of the current board of directors to the date of the annual board of directors of the next year.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Beijing Huafeng Test & Control Technology Co.Ltd(688200) (hereinafter referred to as "the company") held the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors on February 25, 2022, deliberated and adopted the proposal on the estimated daily connected transactions in 2022. The total estimated amount of the daily connected transactions is 21 million yuan. The income item is 20 million yuan and the expenditure item is 1 million yuan. The related directors avoided voting, the non related directors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
All independent directors of the company have approved the above proposal in advance and expressed their independent opinions with explicit consent. All independent directors believe that the related party transactions expected to occur in 2022 are necessary for the company's daily production and operation. The related transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price, which will not have an adverse impact on the company's financial status and operating results, and is in the interests of the company and all shareholders, The company's main business will not rely on related parties due to the above transactions and will not
It will affect the independence of the company, so we unanimously agree to the proposal.
(II) estimated amount and category of daily connected transactions
From the beginning of the year to the end of the year
The estimated amount of related party transactions this time accounts for the same exposure date and the actual amount of related parties in the previous year accounts for the difference between the estimated amount of similar business this time and the amount of related parties in the previous category (10000 business ratio, cumulative amount incurred (10000 proportion (%) annual actual amount) (yuan) example (%) transaction amount (10000 yuan) Reasons for large differences (yuan)
To the related party China Aerospace Hi-Tech Holding Group Co.Ltd(000901) due to the uncertain nature of the market of sales Products Group Co., Ltd. 2000 / 0 507.48 0.58, it is expected that there is a large range of related enterprises of products and commodities.
Shanghai Taosheng electronics, a related party, is expected to have a large range of companies due to the uncertainty of the nature of purchasing goods science and Technology Co., Ltd. 100 / 1.49 8.52 0.05 in the market.
Total / 2100 / 1.49 516 //
(III) prediction and implementation of previous daily connected transactions
Estimated amount of the previous year (the previous time) (the reason for the large difference between the actual estimated amount of the previous year (the previous time) and the amount of related parties of the category of related party transactions actually occurred (10000 yuan)
China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd. sells products to related parties. Due to the uncertainty in the market and the affiliated enterprises of the commodity department 2000 507.48, it is expected to have a large range.
Shanghai Taosheng Electronic Technology Co., Ltd., a purchaser from related parties, is expected to have a large range due to the uncertainty of the market.
Leased from related parties Beijing Shenzhou Huaheng Trading Co., Ltd. 150 143.20/
Housing secretary
Total / 2650 659.2/
Note: since the subordinate enterprises of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group had continuous transactions with the company during the reporting period, and aerospace group indirectly held
With more than 5% of the shares of the company, based on the principle of prudence, the subordinate enterprises of Aerospace Hi-Tech Holding Group Co.Ltd(000901) group are recognized as the related parties of the company.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
(1) Company name: China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
(2) Nature: limited liability company (solely state-owned)
(3) Legal representative: Wu Yansheng
(4) Registered capital: 20 million yuan
(5) Date of establishment: June 29, 1999
(6) Address: No. 8, Fucheng Road, Haidian District, Beijing
(7) Main office location: No. 8, Fucheng Road, Haidian District, Beijing
(8) Main business: strategic missile weapon system, tactical missile weapon system, rocket weapon system, precision guided weapon system, all kinds of space vehicles, space transportation system, near space vehicle system, ground effect vehicle system, unmanned equipment system, as well as the development, test, production, sales and service of relevant supporting products; Military products trade, export of various commercial satellites and aerospace products, commercial satellite launch (including carrying) and satellite operation services; Satellite communication radio and television transmission service; Investment, operation and management of state-owned assets within the scope authorized by the State Council; Changzheng Engineering Co.Ltd(603698) and technology research, test, technical consultation, promotion and application services; R & D, sales and service of various satellite application systems and related products; Geographic information mapping technology and product R & D, sales and service; R & D, sales and services of electrical machinery, instruments and meters, computers, communications and other electronic information equipment; R & D and application of chemical raw materials, chemical products (excluding hazardous chemicals) and special materials; Research and development of general equipment, special equipment and equipment; Sales of automobiles and parts; Import and export trade and investment services; Organize cultural and artistic exchange services.
(9) Major shareholder or actual controller: state owned assets supervision and Administration Commission of the State Council
2. Shanghai Taosheng Electronic Technology Co., Ltd
(1) Company name: Shanghai Taosheng Electronic Technology Co., Ltd
(2) Nature: joint stock limited company (unlisted, invested or controlled by natural persons)
(3) Legal representative: Yin lanyong
(4) Registered capital: 25.24 million yuan
(5) Date of establishment: April 19, 2007
(6) Address: room 20214, building 9, No. 498, GuoShouJing Road, China (Shanghai) pilot Free Trade Zone
(7) Main business: development and sales of electronic measurement software, sales of electronic measurement instruments, R & D, production and sales of test equipment, manufacturing of integrated circuits, design and sales of precision molds, import and export of goods and technology, and provision of relevant technical consultation and technical services.
(8) Actual controller: Yin lanyong
(9) Main financial data of the latest fiscal year:
By the end of 2021, the total assets were 165.0362 million yuan and the net assets were 100.7813 million yuan. In 2021, the operating income was 142.9561 million yuan and the net profit was 24.1915 million yuan.
(II) relationship with listed companies
Serial number: relationship between the name of the related party and the company
1. Legal person indirectly holding more than 5% shares of listed company by China Aerospace Hi-Tech Holding Group Co.Ltd(000901) Group Co., Ltd
2 enterprises in which the actual controller of Shanghai Taosheng Electronic Technology Co., Ltd. holds the position of director
(III) performance capability analysis
The above-mentioned related parties have professional business personnel and operation ability, normal business and financial conditions, performance ability and payment ability, and can ensure the normal performance of various businesses.
3、 Main contents of daily related party transactions
(I) main contents of daily connected transactions
The daily related party transactions between the company and related parties in 2022 are mainly the sale and purchase of goods to related parties.
(II) signing of related party transaction agreement
After the estimated amount of daily connected transactions is considered and approved by the board of directors, the company (and subsidiaries) will sign specific transaction contracts or agreements with relevant connected parties according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
The above related party transactions are necessary for the company's normal daily production and operation activities. The business transactions between the company and the above-mentioned related parties shall be conducted in accordance with the general market operation rules and treated equally with other business enterprises. The transactions between the company and the above-mentioned related parties may continue to exist under the conditions of normal operation of the company. The related party transactions mentioned by the company are the normal business of the company, which is conducive to the development of the company's business and does not harm the interests of the company and all shareholders; The company and its related parties remain independent in terms of business, personnel, assets, institutions and finance. The above related party transactions will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned estimated amount of daily connected transactions in 2022 has been deliberated and approved at the 10th meeting of the second board of directors and the 9th meeting of the second board of supervisors, the connected directors have avoided voting, the independent directors have issued their prior approval opinions and clearly agreed independent opinions on the proposal, and the board of supervisors has issued their consent opinions. Up to now, the decision-making procedures of the above related party transactions are in line with the provisions of relevant laws, regulations and the articles of association. The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, do not damage the interests of the company and non related shareholders, will not affect the independence of the company, and the company will not rely on related parties due to such transactions. To sum up, Beijing Huafeng Test & Control Technology Co.Ltd(688200) according to the actual needs of production and operation, the daily connected transactions in 2022 are expected, and the sponsor has no objection to this matter.
6、 Online announcement attachment
(I) prior approval opinions of independent directors on related party transactions;
(II) independent opinions of independent directors on related party transactions at the 10th meeting of the second board of directors; (III) China International Capital Corporation Limited(601995) verification opinions on the expected amount of daily connected transactions in Beijing Huafeng Test & Control Technology Co.Ltd(688200) 2022.
It is hereby announced
Beijing Huafeng Test & Control Technology Co.Ltd(688200) board of directors February 26, 2022
