Securities code: 688082 securities abbreviation: shengmei Shanghai Announcement No.: 2022006 shengmei semiconductor equipment (Shanghai) Co., Ltd
About confirmation of daily related party transactions in 2021 and
Announcement on the forecast of daily related party 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:
Daily related proposals need to be submitted to the general meeting of shareholders for deliberation.
The daily transactions between the company and related parties belong to normal business activities, which supports the production, operation and sustainable development of the company to a certain extent and is conducive to the stability of the normal operation of the company. The company's daily related party transactions follow the principles of openness, fairness and impartiality, and negotiate pricing with reference to the market price, which will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders. The company maintains independence between related parties, daily related party transactions will not affect the independence of the company, and the company's main business will not rely on related parties due to such transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Shengmei semiconductor equipment (Shanghai) Co., Ltd. (hereinafter referred to as "the company") held the 17th meeting of the first board of directors and the 14th meeting of the first board of supervisors on March 1, 2022, and deliberated and adopted the proposal on confirming the excess of the company's daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. At the board meeting, the related directors Hui Wang, Wang Jian, Haiping Dun, Stephen sun-hai Chiao and Li Jiang abstained from voting on the proposal, and the other non related directors unanimously agreed on the proposal; At the board of supervisors, all supervisors unanimously agreed on the proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation, and the related shareholders need to avoid voting on this proposal at the general meeting of shareholders. The matter has been approved by the independent directors in advance. The independent directors believe that the daily related party transactions expected to occur in 2022 are necessary for the company to carry out normal operation and management, and there is a need for transactions. There is no behavior that damages the interests of the company and shareholders and will not have an adverse impact on the company's operating performance. Related party transactions follow the principles of fairness, impartiality and reasonableness. The pricing of related party transactions is fair, there is no damage to the interests of the company and all shareholders, and they comply with relevant laws and regulations and the provisions of the company's measures for the administration of related party transactions. Accordingly,
The independent directors agree to submit the proposal to the 17th meeting of the first board of directors for deliberation, and the related directors shall
Abstain from voting.
The independent directors expressed their independent opinions, and the independent directors believed that the board of directors of the company had great influence on the company and ninebell
Co., Ltd. the description of the difference between the actual situation of daily related party transactions in 2021 and the prediction is in line with the company's requirements
In fact, the daily related party transactions that have occurred in 2021 are fair and reasonable, and there is no harm to the company and its employees
He is not related to the interests of shareholders. The daily related party transactions expected to occur in 2022 are
As required for normal operation and management, the company's own business is related to the business of related parties to a certain extent, and there are also problems
In terms of transaction necessity, related party transactions meet the development needs of the company. Related party transactions follow the principles of fairness, impartiality and
Based on the principle of reasonableness, the pricing of related party transactions is fair, and there is no damage to the interests of the company and all shareholders, which is in line with the relevant provisions
Relevant laws and regulations and the company's measures for the administration of connected transactions. Independent directors agree that the board of directors shall review and pass
Submit relevant proposals to the general meeting of shareholders of the company for deliberation.
The board of supervisors considers that the daily connected transactions of the company in 2021 exceed the expected part and the expected date in 2022
Often connected transactions meet the daily business needs of the company and do not damage the legitimate rights and interests of all shareholders of the company.
(II) prediction and implementation of the company's daily connected transactions in 2021
Unit: RMB 10000
It is estimated in 2021. The reason for the large difference between the actual estimated amount in 2021 and the amount of related parties in the category of related party transactions
Wafer Works Corporation 550.00 1.31 customer purchase plan postponed Wan Hejing Technology
Sales of 140000 867.87 customers of Shanghai Hejing silicon materials Co., Ltd. to related parties, procurement plan changes, goods and services division and its subsidiaries
Subtotal 195000 869.18
Ninebell Co., Ltd. 20 China Vanke Co.Ltd(000002) 171041 order demand exceeded expectations
The products and services provided by Shengyi semiconductor technology (Wuxi) with 3 Ping An Bank Co.Ltd(000001) 93230 adjustment filter purchased by related parties shall be provided by Shengyi Semiconductor Technology Co., Ltd
Subtotal 23 China Vanke Co.Ltd(000002) 364272
Remarks: 1 The above is the amount excluding tax;
2. In 2021, due to the increase of actual shipment compared with the expected shipment, the demand for raw materials increased compared with the expected and after-sales
Due to the increase in sales of spare parts and the preparation of machines in advance for sales in 2022, the company actually had daily contact with ninebell Co., Ltd
The amount of related party transactions was 217104100 yuan, which exceeded the expected amount by 17104100 yuan.
Daily related party transactions and estimated deposits
The difference is mainly caused by meeting the market demand, and there is no situation that damages the interests of the company and all shareholders.
(III) prediction of the company's daily connected transactions in 2022
Unit: RMB 10000
From the beginning of this year to this estimated 2022, the amount of related transactions this time is expected to account for 2022.1.31 of the same category and 2021, the proportion of the amount of related transactions in the same category to the business of related parties in 2022, and the accumulated actual business of related parties to the amount of transactions that have occurred in 2021 Example: reasons for large amount difference
Wafer Works
Corporation 2,200.00 0.89% 1.31 0.00%
Taiwan Hejing technology is adopted by customers
Influence of purchase plan of related Shanghai Hejing silicon materials
Sales materials Co., Ltd. 100.00 0.04% 9.31 867.87 0.54%
ACM products, commercial companies and their subsidiaries
Business research, 500000, 2.01% - 0.00% business growth
INC
Shanghai Jita semi guide 800000 3.22% - 0.00% business growth
Sports Co., Ltd
Subtotal 1530000 6.16% 9.31 869.18 0.54%
Accept ninebell 4500000 12.81% 2191512171041 12.36%
Lianrenti Co., Ltd. increased 480000 1.37% 55.27193230 1.10% in product and service technology (Wuxi) with the increase of Shengyi semiconductor technology required by sales orders
Business Co., Ltd
Subtotal 4980000 14.18% 2246792364272 13.46%
Remarks: 1 The above is the amount excluding tax.
2. It is estimated that the amount of related party transactions with ACM research, Inc in 2022 includes one related party transaction
The testing machine with zero amount is provided to overseas customers as the first testing machine free of charge through ACM research, Inc
Bring new sales orders after passing the test and verification.
3. The estimated total amount of connected transactions can be adjusted between different transaction categories of the same connected person.
4. The calculation base of the proportion of similar business in 2022 is the expected amount of similar business in 2022, and the proportion in 2021 is the same
The calculation base of the proportion of similar businesses is the actual amount of similar businesses in 2021.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Wafer Works Corporation Taiwan Hejing Technology
Company name: Hejing Technology Co., Ltd
Date of establishment: July 24, 1997
Enterprise type: listed company
Chairman: Jiao Pinghai
Capital: NT $5408984360 (updated on October 26, 2021)
Residence and main office location: 1 apple Road, Rui Ping Li, Yangmei District, Taoyuan City, Taiwan, China
Main products: R & D, design, manufacturing, import and export and agency sales of semiconductor products.
2. Shanghai Hejing silicon material Co., Ltd
Company name: Shanghai Hejing silicon material Co., Ltd
Date of establishment: December 1, 1994
Enterprise type: joint stock limited company (Sino foreign joint venture, unlisted)
Legal representative: Liu Susheng
Registered capital: 595854316 yuan
Domicile and main office location: No. 558, changta Road, Shihudang Town, Songjiang District, Shanghai
Business scope: production of electronic materials, sale of self-produced products, wholesale and import and export trade of the above similar products (except auction, those involving licensed operation shall be operated with license), road transportation of ordinary goods. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Shareholders: there are 23 shareholders in total. The largest shareholder is silicon technology investment (Cayman) Corp, with a shareholding ratio of 53.64%.
Holding enterprise: Zhengzhou airport Hejing Technology Co., Ltd., with an investment ratio of 100%; Shanghai Jingmeng silicon material Co., Ltd., with an investment ratio of 100%; Zhengzhou Hejing silicon material Co., Ltd., the investment proportion is 100%; Yangzhou Hejing Technology Co., Ltd., with an investment ratio of 100%.
3.ACM RESEARCH, INC
Company name: ACM research, Inc
Date of establishment: January 18, 1998
Listing date: November 3, 2017
Isin: us00108j1097
Legal representative:
