Securities code: 301179 securities abbreviation: Zeyu intelligent Announcement No.:
2022015
Jiangsu Zeyu Intelligent Power Co., Ltd
About the confirmation and of the company’s daily connected transactions in 2021
Announcement on the forecast of daily related party 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
According to the daily operation needs of Jiangsu Zeyu Intelligent Power Co., Ltd. (hereinafter referred to as “Zeyu intelligent” or “company”) and its holding subsidiaries, the company and its holding subsidiaries are expected to have daily related transactions with related parties with a total amount of no more than 800000 yuan in 2022. On March 16, 2022, the company held the second meeting of the second board of directors and the second meeting of the second board of supervisors respectively, deliberated and adopted the proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. Zhang Jian and Xia Geng, the company’s connected directors, have avoided voting. The independent directors approved the matter in advance and issued independent opinions unanimously. The sponsor issued verification opinions on the confirmation of daily connected transactions of Jiangsu Zeyu Intelligent Power Co., Ltd. in 2021 and the prediction of daily connected transactions in 2022. This proposal needs to be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions related party transaction related party transaction contract signing as of the disclosure date, the amount that is easy to price or the amount that has already occurred in the category of related parties in the previous year
Amount calculated in principle
The agreement price for purchasing red wine from the related party Jiangsu xiwoli trade is 80.23.77 64.58, and the purchased commodity Yi Co., Ltd
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Related party transactions whether the approved payment actually incurred in related party transactions exceeds the content amount of related parties of the same category, and the proportion of transaction business (%)
Purchase red wine from related party Jiangsu xiwoli trade 64.58 65 no 0.17 purchase commodity Yi Co., Ltd
2、 Basic information and relationship of related parties
(I) basic information and related relationship description
1. Related party: Jiangsu xiwori Trading Co., Ltd
2. Unified social credit Code: 91320 Shanghai Guijiu Co.Ltd(600696) 789918q
3. Enterprise type: limited liability company (sole proprietorship of natural person)
4. Registered address: room 607-26, building 6, Tian’an Digital City, No. 199, Shennan Road, Gangzha District, Nantong
5. Legal representative: Zhang Jian
6. Registered capital: 5 million yuan
7. Business scope: wholesale of prepackaged liquor; Textile sales; Self operated and acting as an agent for the import and export business of the above commodities (except for the Commodities Limited or prohibited by the state); Business and trade information consultation (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Financial data: as of December 31, 2021, the total assets were 681850000 yuan, with net assets of 6535200 yuan. In 2021, the main business income was 859800 yuan and the net profit was 370000 yuan.
9. Relationship: the company controlled by Zhang Jian, the actual controller of Zeyu intelligence.
(II) performance capability analysis
The affiliated legal person is in good business, credit and financial condition according to law, has good performance ability, and the execution of the previous similar affiliated transactions is good. The company will sign order contracts with relevant related parties for the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement. The performance is guaranteed by law.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The company purchases red wine from Jiangsu xiwori Trading Co., Ltd. according to daily business needs.
(II) pricing policy and basis
The parties to the agreement shall follow the principles of equality, mutual benefit, consensus and common development, and the transaction price shall follow the normal business practices under market competition. There is no behavior that damages the interests of the company and shareholders and will not affect the independence of the company.
(III) signing of related party transaction agreement
Within the above estimated daily connected transaction limit, the company will sign contracts with the above connected parties according to daily business needs, and perform relevant rights and obligations in accordance with the contract.
4、 Purpose and impact of related party transactions on the company
The above related party transactions of the company are normal business transactions in the daily production and operation of the company and will not have a significant impact on the main business of the company. The daily related party transactions between the company and related parties will follow the principles of equality and mutual benefit, consensus and common development, and there is no situation damaging the interests of the company and shareholders. The above related party transactions will not have a significant impact on the independence of the company, nor will they form dependence on related parties due to such transactions. 5、 Opinions issued by independent directors and board of supervisors
(I) prior approval and independent opinions of independent directors
The prior approval opinions of the independent directors of the company on this matter are as follows: the daily related party transactions of the company in 2021 and the related party transactions in 2022 are expected to be carried out based on the market-oriented principle, the price is fair and reasonable, there is no damage to the interests of the company and minority shareholders, will not affect the independence of the company, and is in line with the interests of the company and all shareholders. When the board of directors of the company considers this connected transaction, the connected directors withdraw from voting. Based on the above situation, we agree to submit this matter to the board of directors of the company for deliberation.
The independent directors’ independent opinions on this matter are as follows: the company’s daily related party transactions in 2021 and the planned daily related party transactions in 2022 are the development of the company’s normal business, strictly follow the principle of fair and reasonable pricing and strictly refer to the market price, there is no behavior damaging the interests of the company and all shareholders, and the related party transactions will not affect the independence of the company, The company’s main business will not rely on related parties due to such transactions.
The related directors of the company avoided voting on this proposal, which is in line with the provisions of relevant laws and regulations. Therefore, we agree to the proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022.
(II) review opinions of the board of supervisors
The board of supervisors believes that the confirmation of the company’s daily related party transactions in 2021 and the daily related party transactions in 2022 are expected to be the needs of the normal development of the company’s business. The related party transactions involved are necessary and fair, and do not harm the interests of the company and its non related shareholders. 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.
(III) verification opinions of the recommendation institution
After verification, the sponsor believes that the related party transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors and the related supervisors avoided voting, the independent directors approved the related party transaction in advance and issued agreed independent opinions, and the decision-making procedures comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the management system of related party transactions of the company. The above related party transactions are conducted based on the needs of the company’s operation and management. The pricing of related party transactions 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 above related party transactions of the company.
6、 Documents for future reference
1. Resolutions of the second meeting of the second board of directors;
2. Resolutions of the second meeting of the second board of supervisors;
3. Prior approval opinions and independent opinions of independent directors on matters related to the second meeting of the second board of directors;
4. Verification opinions of Huatai United Securities Co., Ltd. on the confirmation of daily connected transactions of Jiangsu Zeyu Intelligent Power Co., Ltd. in 2021 and the prediction of daily connected transactions in 2022.
It is hereby announced.
Board of directors of Jiangsu Zeyu Intelligent Power Co., Ltd
March 18, 2022
