Securities code: Jilin University Zhengyuan Information Technologies Co.Ltd(003029) securities abbreviation: Jilin University Zhengyuan Information Technologies Co.Ltd(003029) Announcement No.: 2022011 Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Announcement on daily connected transactions in 2022
The company and all members of the board of directors guarantee that the information disclosed is 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
Jilin University Zhengyuan Information Technologies Co.Ltd(003029) (hereinafter referred to as "the company") held the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors on March 16, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022, and the independent directors issued their pre approval opinions and independent opinions on the proposal, Mr. Zhang Fengge, a related director, avoided voting on the proposal.
It is estimated that the daily related party transactions of the company in 2022 include selling goods, providing labor services, purchasing goods, accepting labor services, etc. the related parties are mainly the company's joint-stock companies Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) safety Common Technology National Engineering Research Center Co., Ltd. (hereinafter referred to as " Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) "), Jilin Anxin Electronic Certification Service Co., Ltd. (hereinafter referred to as "Jilin Anxin") Inner Mongolia digital certificate Certification Co., Ltd. (hereinafter referred to as "Inner Mongolia digital"), the affiliated person is not listed as a dishonest executee.
In 2022, the total amount of related party transactions of selling goods and providing labor services is expected to be no more than 17 million yuan, and the total amount of related party transactions of purchasing goods and receiving labor services is expected to be no more than 6 million yuan; In 2021, the total amount of related party transactions of selling goods and providing labor services actually occurred by the company was 5.3085 million yuan, and the total amount of related party transactions of purchasing goods and receiving labor services was 777400 yuan.
According to the stock listing rules of Shenzhen Stock Exchange and the company system, the above transaction amount falls within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
The daily related party transactions that the company expects to occur in 2022 are as follows:
Unit: 10000 yuan
Related party transactions actually disclosed by 2022
Easy category content pricing principle amount expected amount amount amount incurred
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) technical services and other market pricing 0.36 750 -
The seller Jilin Anxin sells safety products, and the market price is 273.60 550 21.90
Product, pick-up, etc
Labor supply Inner Mongolia digital sales safety products market pricing 256.89 400 33.71
Product, etc
Subtotal - 530.85170055.61
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) receiving services and other market pricing 22.64 200 -
The purchaser Jilin Anxin purchases products and the market price is 10.07 200 -
Products, services, etc
The market price of digital receiving services in Inner Mongolia is 45.03 200 -
Subtotal - 77.74 600 -
2、 Related person introduction and relationship
(I) basic information of related parties
1 Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
Legal representative: Zhang Quanwei
Registered capital: 50 million yuan
Business scope: information security theory and standard research, system demonstration, large-scale information security system design, high-performance information security product development, information security infrastructure research and application, information security evaluation and management; Information security consulting and services, technology introduction and market promotion, technology transfer and achievement incubation; Computer software production and processing; Computer technology training; Conference services; Undertake exhibition activities. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Registered address: b1601, B1602, b1603, b1605, 16th floor, No. 19 Beijing Centergate Technologies (Holding) Co.Ltd(000931) street, Haidian District, Beijing latest unaudited financial data:
As of December 31, 2021, Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) total assets are RMB 906392 million, net assets are RMB 85.321 million, main business income is RMB 55.036 million and net profit is RMB 2.1739 million.
2. Jilin Anxin
Legal representative: Dai Yunping
Registered capital: 80 million yuan
Development of computer communication network security system; Computer system security integration, computer room decoration, generic cabling engineering, information security engineering and security monitoring engineering; Sales of computer software and hardware products (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
Registered address: No. 2266 Qianjin Street, high tech park, Changchun
Latest unaudited financial data:
As of December 31, 2021, Jilin Anxin had total assets of 737152 million yuan and net assets of 721155 million yuan
Million yuan, the main business income was 143134 million yuan, and the net profit was -1.7202 million yuan.
3. Inner Mongolia digital
Legal representative: Quan Jihong
Registered capital: 10 million yuan
Business scope: licensed business items: none. General business items: production, issuance and management of digital certificates; Network technology development and consultation; Development and service of digital certificate related products; Computer integration services; Sales of computers and related electronic products; Sales of office equipment; Accounting, auditing and tax services; Market Research; Socio economic consultation; Intellectual property services; Vocational skill appraisal and human resource outsourcing.
Registered address: Science and Technology Park, Jinchuan Development Zone, Hohhot, Inner Mongolia Autonomous Region
Latest unaudited financial data:
As of December 31, 2021, the total assets of Inner Mongolia digital were 319107 million yuan and the net assets were 256289 million yuan
Million yuan, the main business income is 180989 million yuan, and the net profit is 231600 yuan.
(II) description of association relationship
Related party name related relationship category description of related relationship
Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) connected natural persons as directors and senior managers Zhang Quanwei and Liu Hu as senior managers of the legal person company serve as directors in Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678) Chengdu Information Technology Of Chinese Academy Of Sciences Co.Ltd(300678)
Jilin Anxin has a special relationship with the company according to the principle of substance over form. The company holds 12.5% of the equity of the company and is an associated enterprise of a legal person or other organizational company with inclined interests
According to the principle of substance over form, the company controlled by the joint venture of the company with special relationship with the company is a legal person or other organization that may form an interest preference
(III) performance capability analysis
The above related parties operate normally, have good financial status and credit standing, and have the ability to perform the contract. In the past, the payment of related party transactions was normal, and there was no bad debt risk.
3、 Pricing basis and agreement signing of daily connected transactions
The company and the above-mentioned related parties will strictly follow the market rules and conduct fair and reasonable transactions based on the general commercial principles of equality, mutual benefit and compensation for equal value. In terms of transaction pricing, both parties will negotiate and determine the final transaction price according to the principles of openness, fairness and impartiality and the fair market price. The specific transaction amount will be determined according to the actual transaction situation. Both parties will settle regularly according to the actual transaction situation, and the settlement period shall not exceed one year. In principle, settlement shall be made by transfer, and both parties can also negotiate separately according to specific circumstances.
After the matter is approved by the board of directors of the company, it is proposed to authorize the management of the company to decide the transaction within the above limit and sign the corresponding agreement documents according to the business needs of the company.
4、 Purpose and impact of related party transactions on the company
The above related party transactions will occur based on the business development needs of the company, which is a normal business behavior. The main content of related party transactions is the daily related party transactions between the company and related parties, which mainly focus on purchase and sales activities, and there is no transfer of interests. Related party transactions comply with relevant laws and regulations and the provisions of the company's related party transaction system. They are reasonable market-oriented behavior under the principle of fairness, and there is no independent operation The adverse impact on the financial status and operating results does not harm the interests of the company and shareholders, and the company's main business will not rely on or be controlled by related parties due to the occurrence of such related party transactions.
5、 Opinions of independent directors and intermediaries
(I) prior approval and independent opinions of independent directors
The independent directors gave their prior approval opinions on the matter: according to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and in combination with the actual situation of the company, we agree that the above daily related party transactions are normal business activities, the pricing is fair and reasonable, there is no transfer of interests, and there is no damage to the interests of shareholders, especially the interests of minority shareholders, We unanimously agreed to submit the proposal to the 11th meeting of the 8th board of directors of the company for deliberation.
The amount of independent transactions between the directors and the related parties in 2022 will not affect the normal business activities of the company due to the independent opinions of the related parties. The pricing of related party transactions is fair and reasonable, there is no transfer of interests, and there is no damage to the interests of shareholders, especially the interests of minority shareholders.
China Merchants Securities Co.Ltd(600999) believes that the proposal on daily connected transactions in 2022 has been deliberated and adopted at the 11th meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors, and the independent directors have expressed their prior approval opinions and clearly agreed independent opinions on the proposal. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the articles of association and other relevant provisions, the estimated amount of this daily connected transaction does not meet the deliberation standard of the general meeting of shareholders, so it does not need to be deliberated by the general meeting of shareholders. The decision-making procedures for the expected events of this connected transaction comply with the provisions of relevant laws, regulations and the articles of association.
The above estimated daily related party transactions of the company are made to meet the needs of the company's daily business development and in accordance with the market-oriented principles of fairness, impartiality and fairness. They are normal and continuous cooperation and do not damage the interests of the company and all shareholders, especially the interests of minority shareholders. There is no serious dependence on the source of profits of the main business or related transactions of the company.
In conclusion, the recommendation institution has no objection to the forecast of daily connected transactions in Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 2022.
6、 Documents for future reference
1. Resolutions of the 11th meeting of the 8th board of directors;
2. Resolutions of the 12th meeting of the 8th board of supervisors;
3. The independent directors' prior approval opinions on the daily related party transactions expected in 2022 and the independent directors' independent opinions on the matters related to the 11th meeting of the eighth board of directors;
4. China Merchants Securities Co.Ltd(600999) verification opinions on the prediction of daily connected transactions in Jilin University Zhengyuan Information Technologies Co.Ltd(003029) 2022.
It is hereby announced.
Jilin University Zhengyuan Information Technologies Co.Ltd(003029)
Board of directors
March 16, 2002
