Securities code: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) securities abbreviation: Shenzhen Yitoa Intelligent Control Co.Ltd(300131) Announcement No.: 2022008 Shenzhen Yitoa Intelligent Control Co.Ltd(300131)
Announcement on the daily connected transaction plan 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 related party transactions
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) (hereinafter referred to as “the company”) and some of its subsidiaries will sign agreements on sales and procurement with Shanghai corestone Semiconductor Co., Ltd. (hereinafter referred to as “Shanghai corestone”), and will sign agreements on sales and procurement with Sichuan yingtangxin Technology Co., Ltd. (hereinafter referred to as “yingtangxin”). The company holds 15% equity of Shanghai corestone and 25% equity of yingtangxin. Mr. Sun Lei, the director of the company, serves as the director of Shanghai corestone and the director and general manager of yingtangxin. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, Shanghai corestone and yingtangxin are affiliated legal persons of the company, and the above transactions constitute affiliated transactions.
In 2021, it is estimated that the daily connected transactions will not exceed 79.7 million yuan (“Yuan” refers to RMB, the same below), and the actual amount is 328718 million yuan. It is estimated that the daily connected transactions will not exceed 10 million yuan (or equivalent foreign currency) in 2022. The 14th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors held on March 18, 2022 considered and adopted the proposal on the daily connected transaction plan in 2022. The connected director Sun Lei avoided the vote, and the independent director issued the independent opinions approved and clearly agreed in advance.
According to the Shenzhen Stock Exchange GEM Listing Rules, the company’s related party transaction management system and other rules and regulations, the above related party transactions do not need to be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of estimated related party transactions
The company and its subsidiaries within the scope of consolidated statements intend to have related party transactions with related parties in 2022, with an amount of no more than 10 million yuan (or equivalent foreign currency), as follows:
Category of related party transactions: expected amount of related parties in 2022 actual amount of last year (January December)
The sales of products to related parties shall not exceed 3 million yuan and 0 million yuan
The purchase of products from related parties shall not exceed 3 million yuan and 0 million yuan
The sales of products to related parties shall not exceed 2 million yuan and 0 million yuan
The purchase of products from related parties shall not exceed 2 million yuan and 0 million yuan
Total – no more than 10 million yuan, 0 million yuan
2、 Related person introduction and relationship
(I) basic information and relationship of related parties
1. Shanghai Xinshi Semiconductor Co., Ltd
Legal representative: Song Kailin
Registered capital: 172455 million yuan
Unified social credit Code: 91310115ma1k3hkp1u
Type: joint stock limited company (unlisted, natural person investment or holding)
Address: room 503, No. 111, Yutian South Road, Jiading District, Shanghai
Business scope: technology development, technical consultation, technology transfer, technical services, design and sales of electronic components and chips in the field of semiconductor technology
The main shareholders of Shanghai corestone are as follows:
Serial number shareholder name shareholding ratio (%)
1 Guizhou Boyuan Investment Co., Ltd. 25.34
2 Sichuan yingtangxin Technology Co., Ltd. 25.00
3 Shenzhen Yitoa Intelligent Control Co.Ltd(300131) 15.00
Main unaudited financial data of 2021: total assets 10941129306 yuan, net assets 9576738320 yuan, main business income 5746097773 yuan and net profit 358034905 yuan.
Related relationship: Mr. Sun Lei, the director of the company, serves as the director of Shanghai Xinshi.
According to the inquiry of China executive information disclosure network, Shanghai Xinshi is not a dishonest person to be executed.
2. Name: Sichuan yingtangxin Technology Co., Ltd
Legal representative: Zhang Fangge
Registered capital: 500 million
Unified social credit Code: 91510116ma7dmatr49
Type: other limited liability companies
Address: No. 500432 hangshu Avenue, Dongsheng Street, Shuangliu District, Chengdu, China (Sichuan) pilot Free Trade Zone, P.O. Box 0100879
Business scope: General Project: integrated circuit design; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Integrated circuit sales; IC chip design and services; Sales of integrated circuit chips and products; Wholesale of electronic components; Software sales; Sales of electronic products; Wholesale of computer software, hardware and auxiliary equipment; Information system integration service
The main shareholders of yingtangxin are as follows:
Serial number shareholder name shareholding ratio (%)
1 Shenzhen yingmeng System Technology Co., Ltd. 64.40
2 Shenzhen Yitoa Intelligent Control Co.Ltd(300131) 25.00
3 Zhongtang air Iron Industry Development Co., Ltd
Main unaudited financial data of 2021: total assets 10649820050 yuan, net assets
10649820050 yuan, main business income 0 yuan, net profit: – 179950 yuan.
Related relationship: Mr. Sun Lei, the director of the company, serves as the director and general manager of yingtangxin.
According to the inquiry of China executive information disclosure network, yingtangxin is not a dishonest person to be executed.
(II) performance capability analysis
The company believes that the above related parties are in good financial and credit condition, have good performance ability, can perform the contract in daily transactions, and will not bring bad debt losses to the company.
3、 Main contents of related party transactions
Pricing principle of related party transaction category, settlement method and pricing basis
Shanghai core stone sales products
The market price of purchased products and the settlement of monetary funds refer to the market price of the same period
Yingtang core sales products
Purchase products
Signing of related party transaction agreement: no related party transaction agreement has been signed.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above related party transactions are the daily business transactions of the company, which are the normal needs of the company’s business development and production and operation, and are reasonable and necessary.
(II) the above-mentioned related party transactions are based on the fair market price and follow the principles of openness, fairness and impartiality. There is no situation that damages the interests of the listed company.
(III) the amount of the above related party transactions is less than the company’s annual operating revenue, which will not lead to the company’s dependence on related parties.
5、 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 2022 to the disclosure date of this announcement, the total amount of related party transactions between the company and Shanghai corestone is RMB, and the total amount of related party transactions between the company and Yingtang corestone is RMB.
6、 Prior approval and independent opinions of independent directors
After the independent directors of the company approved the related party transaction plan in advance, they agreed to submit the plan to the 14th meeting of the 5th board of directors of the company for deliberation, and expressed the following independent opinions: the daily related party transactions of the company are required by the daily production and operation of the company, priced according to the market price, in line with the principle of “fairness, impartiality and fairness”, in line with the provisions of relevant laws and regulations and the articles of association, and in line with the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized treatment, and there is no behavior damaging the interests of minority shareholders of the company. We unanimously agree on the company’s daily connected transaction plan for 2022. 7、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors;
2. Resolutions of the 8th meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 14th meeting of the Fifth Board of directors;
4. Independent opinions of independent directors on matters related to the 14th meeting of the 5th board of directors.
Shenzhen Yitoa Intelligent Control Co.Ltd(300131) board of directors
March 22, 2022
