Securities code: Sinomag Technology Co.Ltd(300835) securities abbreviation: Sinomag Technology Co.Ltd(300835) Announcement No.: 2021014
Sinomag Technology Co.Ltd(300835)
Announcement on the estimated amount of daily connected transactions in 2022
The company and all directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions in the announcement.
Sinomag Technology Co.Ltd(300835) (hereinafter referred to as “the company”) convened the 14th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors on March 14, 2022, and deliberated and adopted the proposal on the estimated amount of daily connected transactions in 2022. The details are as follows:
1、 Overview of related party transactions
Due to the needs of daily business development, the company and its subsidiaries sell magnetic products and commutators to Changzhou Baifan Electric Co., Ltd. (hereinafter referred to as “Changzhou Baifan”). In 2022, it is estimated that the daily related party transactions of the company and its subsidiaries in 2022 will not exceed 12 million yuan. In 2021, the actual total amount of similar transactions between the company and Changzhou Baifan was 5.6326 million yuan.
The estimated matters of this connected transaction are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of related parties
1. Introduction to related parties
Company name: Changzhou Baifan Electric Co., Ltd
Unified social credit Code: 91320412676355784p
Date of establishment: May 29, 2008
Registered capital: 3 million yuan
Legal representative: Huang Kechuan
Business scope: manufacturing and processing of small motors, micro booster pumps and loudspeakers. Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. Major shareholder: Anhui Zhihong Purification Technology Co., Ltd. holds 100%
Actual controller: Xiong Zhi
2. Changzhou Bofan, founded in 2008, is an enterprise focusing on the manufacturing and processing of small motors, micro booster pumps and loudspeakers. Financial data of 2021 (Unaudited): operating income is 1511513 million yuan and net profit is 5.3279 million yuan.
3. Relationship with the company
Changzhou Baifan is an enterprise indirectly controlled by Xiong Yonghong, the actual controller of the company, and Xiong Zhi, the nephew of Xiong Yongge. Based on the principle of prudence and in accordance with the company law, accounting standards for business enterprises and other relevant provisions, Changzhou Baifan is regarded as a related party of the company, and the relevant transactions constitute related transactions.
4. Changzhou Bofan does not belong to the person subject to execution for dishonesty.
4、 Main contents of related party transactions
1. Pricing principle and transaction price
All transactions between the company and its subsidiaries and related parties are based on the market price, follow the fair and reasonable pricing principle and the pricing practice in the actual transaction, and negotiate to determine the transaction price, without damaging the interests of the listed company.
2. Signing of related party transaction agreement
The company, its subsidiaries and related parties will sign relevant agreements according to the actual needs of operation.
5、 Necessity of related party transactions and its impact on the company
The above related party transactions belong to normal commercial transactions. The transaction is necessary and the pricing follows the commercial principles of compensation, fairness and voluntariness. The pricing is fair and reasonable, which has no adverse impact on the company’s sustainable operation ability, profit and loss and asset status, does not damage the interests of the listed company, and does not affect the independence of the company’s operation.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date, the total amount of various related party transactions with the related party (including other related parties controlled by the same subject or controlled by each other) was 899400 yuan.
7、 Opinions of independent directors and intermediaries
1. Prior approval of independent directors
The daily related party transactions expected by the company in 2022 are based on business needs and are reasonable and necessary. The transaction is priced according to the market, with reference to the market price, and the transaction amount is determined through full negotiation between both parties. The principles of openness, fairness and impartiality are followed, and there is no damage to the interests of the company and shareholders. We agree to submit the proposal to the board of directors of the company for deliberation. During the deliberation of the board of directors, the related directors shall withdraw from voting during the deliberation of this proposal.
2. Independent opinions of independent directors
The voting procedure of the company’s main daily related party transactions in 2022 is expected to be legal, fair and open. Such transactions are conducive to the development of the company’s main business. The transaction prices are determined by both parties through consultation with reference to the market price, which has no adverse impact on the independence of the company and does not damage the interests of the company and other shareholders. 3. Opinions of the sponsor
As the sponsor of the company, Guoyuan Securities Company Limited(000728) after verification, it is considered that:
The estimated related party transactions of the company meet the actual needs of the company’s production and operation; The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar contracts of the company, and there is no situation that damages the interests of non related shareholders; It will not damage the interests of the listed company and will not affect the independence of the company’s operation.
The matter has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed their prior approval opinions and agreed independent opinions on the matter, and performed the necessary internal decision-making procedures, It meets the requirements of relevant provisions such as the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020) and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM, and there is no situation that damages the interests of the company and all shareholders.
The recommendation institution has no objection to the expected events of the company’s daily connected transactions in 2022.
8、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
2. Prior review opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors;
3. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors;
4. Other documents required by Shenzhen stock exchange for future reference.
It is hereby announced
Sinomag Technology Co.Ltd(300835) board of directors March 15, 2022
