Securities code: 300739 securities abbreviation: Sunshine Global Circuits Co.Ltd(300739) Announcement No.: 2021-137 bond Code: 123087 bond abbreviation: Mingdian convertible bond
Sunshine Global Circuits Co.Ltd(300739)
Announcement on the forecast of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(i) Overview of daily connected transactions
1. According to the business development needs of Sunshine Global Circuits Co.Ltd(300739) (hereinafter referred to as “the company”), it is necessary to report to the related legal person Shenzhen bairou New Material Technology Co., Ltd. (hereinafter referred to as “bairou new material”) ）For purchasing raw materials, the company expects that the total amount of daily related party transactions with related parties in 2022 will not exceed RMB 5 million. 2. The daily related party transactions in 2022 have been deliberated and approved at the 38th (Interim) meeting of the second board of directors of the company, the related director Mr. Zhang Peike avoided voting, and the independent directors of the company expressed their prior approval and independent opinions. This matter is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
（2） Category and amount of daily related party transactions expected in 2022
According to the needs of daily operation, the company has estimated the daily connected transactions in 2022. Specific estimates are as follows:
Unit: 10000 yuan
As of the date when the contract is signed and the amount of related party transactions and related party transactions is disclosed, it is easy for related parties of category 2021 to price or estimate the principle amount of the expected amount of the expected amount of the year before 2021 (excluding tax)
Reference city to related parties
The price of purchased raw materials in bairouxin raw material yard is 500.00-350.00324 50. Fair value of material procurement
price
Total 500.00-350.00324.00 fifty
1. “Amount incurred up to now in 2021” refers to the transaction amount as of November 30, 2021, which has not been audited.
（3） Actual occurrence of daily related party transactions in the previous year
Up to now, the related party transactions between the company and its subsidiaries and related parties in 2021 are as follows:
Unit: 10000 yuan
Related actual amount in 2021
Difference in the proportion of the estimated amount of related party transactions (not the same as the amount on the disclosure date of the estimated amount and the content amount of the index category, including tax) of related party transactions (%)
Cases (%)
Purchase raw materials from the related person bairou new materials on January 29, 2021, and purchase raw materials of 350.00324 5012.69% 7.29% (2021-011) material purchase
Before accepting the association of Shenzhen
60.0032 haihengtai number lease provided by the lessee 145.26% 46.43% house leasing Chain Technology Co., Ltd. (2021-011) on January 29, 2021
Total 410.00356.00 64——————
1. “Actual amount” refers to the transaction amount as of November 30, 2021, which has not been audited.
2、 Related person introduction and relationship
(i) Basic information of related parties
1. Name: Shenzhen bairou New Material Technology Co., Ltd
Unified social credit Code: 91440300ma5efu3528
Address: 4 / F and 1 / F, building a, Shuanghuan Industrial Zone, No. 8, Baoqing Road, Baolong community, Baolong street, Longgang District, Shenzhen
Registration time: April 14, 2017
Legal representative: Zhang Peike
Registered capital: 35.226 million yuan
Company type: limited liability company
Business scope: general business items: R & D, production and sales of electronic functional materials and related process equipment
Sell.
Main financial information: (including: unaudited data of the first three quarters of 2021)
Unit: 10000 yuan
December 31, 2020 September 30, 2021
Total assets 2721.114825.03
Net assets 1890.464039.74
Project 2020 January September 2021
Operating income 1266.901516.46
Net profit -433.02-150.72
（2） Relationship with listed companies
Bairou new material is an enterprise controlled by Mr. Zhang Peike, the actual controller of the company. Mr. Zhang Peike directly or indirectly holds 50.48% of its shares and serves as the legal representative and chairman of bairou new material; According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, bairou new material forms an affiliated relationship with the company and is the affiliated legal person of the company.
（3） Performance capability analysis
Bairou new material is a company that exists according to law and operates normally. It has good financial and credit status, can normally perform the contents of the contract in daily transactions, and has good performance ability.
3、 Main contents of related party transactions
(i) Main contents of related party transactions
The company and its subsidiaries intend to purchase raw materials from bairou new materials. It is estimated that the amount of daily related party transactions with bairou new materials in 2022 will not exceed RMB 5 million (excluding tax).
The pricing principle of related party transactions is completely based on the market conditions and determined by both parties through consultation. The transaction price, collection and payment arrangement and settlement method involved in the daily business process shall comply with the general commercial terms of the company, and the transaction price shall be conducted in accordance with the principles of openness, fairness and impartiality.
（2） Signing of related party transaction agreement
The specific related party transaction agreement shall be signed when the actual business occurs.
4、 Purpose of related party transactions and its impact on Listed Companies
This transaction with related parties belongs to normal market behavior and is required for the normal operation of the company. The expected events of this related party transaction follow the market principles of equality and mutual benefit, fair pricing and reasonable terms of collection and payment, and there is no damage to the interests of the company and shareholders. The expected events of this related party transaction will not have a significant adverse impact on the company’s financial status, operating results and independence.
5、 Review procedures for implementation
(i) Opinions of the board of directors
The 38th (Interim) meeting of the second board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The board of directors considered that the connected transactions were in line with the actual operation and development needs of the company and agreed to the matters predicted by the company for daily connected transactions in 2022. The total amount of daily connected transactions did not exceed RMB 5 million (excluding tax).
（2） Opinions of the board of supervisors
The 30th (Interim) meeting of the second board of supervisors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 , the board of supervisors believes that the related directors have avoided voting according to law during the voting process of the board of directors of the company, and the voting process meets the requirements of relevant laws and regulations. The estimated events of this related party transaction are based on the principle of fairness, and the price is fair and reasonable, which will not have a significant adverse impact on the company’s financial status, operating results and independence, and will not damage the legitimate rights and interests of the company and all shareholders. Therefore, the board of supervisors agreed to the related matters expected by the company’s daily connected transactions in 2022.
（3） Opinions of independent directors
Before convening the board of directors, the company has communicated with the independent directors on the main contents and expected transaction amount of the daily connected transactions, and the proposal will be submitted to the board of directors for deliberation after being approved in advance by the independent directors of the company.
After reviewing the proposal, the independent directors expressed independent opinions and believed that the related party transaction was necessary for the normal business activities of the company. The transaction price is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders; It will not have a significant adverse impact on the company’s financial status and operating results; It will not affect the independence of the company, and the company’s business will not rely on or be controlled by related parties due to the occurrence of such transactions. All independent directors unanimously agree on the related party transactions.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the expected daily related party transactions of the company in 2022 meet the needs of the company’s normal business activities. The related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors avoided voting, and the independent directors recognized the related party transactions in advance and issued agreed independent opinions, The decision-making procedures comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the Shenzhen Stock Exchange GEM listed companies’ standardized operation guidelines, the articles of association and the company’s related party transaction management system; The pricing of this related party transaction follows the market-oriented principle, and there is no situation that damages the interests of the company and non related shareholders. The recommendation institution has no objection to the company’s related party transactions.
7、 Documents for future reference
(i) Resolution of the 38th (Interim) meeting of the second board of directors;
（2） Resolution of the 30th (Interim) meeting of the second board of supervisors;
（3） Prior approval opinions of independent directors on matters related to the 38th (Interim) meeting of the second board of directors;
（4） Independent opinions of independent directors on matters related to the 38th (Interim) meeting of the second board of directors;
（5） Verification opinions of Minsheng Securities Co., Ltd. on Sunshine Global Circuits Co.Ltd(300739) 2022 annual forecast of daily connected transactions;
（6） Other documents.
It is hereby announced.
Sunshine Global Circuits Co.Ltd(300739) board of directors December 23, 2021
