Securities code: Zhejiang Meorient Commerce & Exhibition Inc(300795) securities abbreviation: Zhejiang Meorient Commerce & Exhibition Inc(300795) Announcement No.: 2022021
Zhejiang Meorient Commerce & Exhibition Inc(300795)
About the actual amount of daily connected transactions in 2021 and
Announcement of 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
Zhejiang Meorient Commerce & Exhibition Inc(300795) (hereinafter referred to as "the company"), a wholly-owned subsidiary of miolante (Zhejiang) Network Technology Co., Ltd. (hereinafter referred to as "miolantech"), has entered into necessary daily related party transactions with the related party Hangzhou MIMO Information Technology Co., Ltd. (hereinafter referred to as "Hangzhou MIMO") due to the needs of daily business. The main transaction content is that Hangzhou MIMO provides cross-border e-commerce distribution system use and operation services to miolantech, The actual amount of daily connected transactions with the company in 2021 is 358600 yuan, and it is expected that the amount of daily connected transactions in 2022 will not exceed 5 million yuan.
Hangzhou MIMO is a joint-stock company with 34.73% shares held by Mio technology. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Hangzhou MIMO is a related party of Mio technology, and this transaction constitutes a related party transaction.
This connected transaction is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
(II) category and amount of daily related party transactions expected in 2022:
Unit: 10000 yuan
As of the disclosure of the pricing principle amount or the amount incurred on the expected date of the related party transaction category of the related party transaction occurred in the previous year after the signing of the related party transaction contract
Cross border electricity
Accept the related party's offer of Hangzhou rice merchant distribution
The labor supply system makes the market price 500.00 - 35.86 for use and transportation
Camp service
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Related party transactions actually issued related party transactions actual expected amount of related party transactions accounted for the difference in the proportion of the amount of the amount of the amount of the amount of the amount of the amount of the amount of related party transactions and the amount of other people's easy pricing in the same industry, the amount of the principle of the estimated amount of the same industry (%) (%)
Cross border electricity
Accept the distribution market decision of related parties in Hangzhou
The service price of MIMO system is 35.86 800.00 100.00% - 95.52%
Camp service
2、 Related person introduction and relationship
(I) basic information
1. Basic information
Company name: Hangzhou MIMO Information Technology Co., Ltd
Unified social credit Code: 91330110ma2ax254xb
Legal representative: Wu Jiayang
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 7.66 million yuan
Date of establishment: September 19, 2017
Business term: September 19, 2017 to September 9, 9999
Registered address: room 2003, Jinsha century building, Qiantang new area, Hangzhou, Zhejiang
Business scope: technology development, technical service, technical consultation, achievement transfer: computer software and hardware, e-commerce technology, information technology, network technology, information platform technology; Wholesale: knitwear; Online sales: rubber products, glass products, ceramic products, wood products, cleaning supplies, handicrafts, electronic products (except electronic publications), daily necessities, outdoor supplies, kitchen supplies, washing supplies, household appliances, hardware products, stationery, automotive supplies, garden machinery, metal products and plastic products; Import and export of goods (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining licenses). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 2. Main financial data
Unit: Yuan
Project December 31, 2021
Total assets 1530705536
Net assets 1414088662
Main business income 12671929470
Net profit 328120173
Note: the financial data shown in the above list are unaudited.
(II) relationship with the company
Hangzhou MIMO is a joint-stock company with 34.73% shares held by Mio technology. Mio technology is a wholly-owned subsidiary of the company. Hangzhou MIMO meets the provisions on related parties in the accounting standards for Business Enterprises No. 36 - disclosure of related parties.
(III) performance capability analysis
The above related party transactions are required for normal production and operation. The related party Hangzhou MIMO is a legally existing and normally operating company with good performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
1. Mio technology plans to add daily related party transactions with the related party Hangzhou MIMO. The main transaction content is that Hangzhou MIMO provides cross-border e-commerce distribution system use and operation services to Mio technology. The actual transaction amount in 2021 is 358600 yuan, and the expected transaction amount in 2022 is no more than 5 million yuan. The above related party transactions are required by the daily operation of Mio technology.
2. The above connected transactions are conducted at fair market prices, and the prices are recognized in the following ways:
① The price of the goods sold shall not deviate from the price of any similar goods provided to an independent third party, and shall be charged based on the same quotation mechanism;
② The payment and settlement methods of specific related party transactions of each party shall be determined by each party according to the contract or trading habits;
③ The above daily connected transactions occur from time to time in the daily business activities of Mio technology. The board of directors authorizes the chairman or general manager to sign relevant agreements / contracts according to the needs of business development.
(II) signing of related party transaction agreement
When the transaction between Mio technology and related parties actually occurs, the rights and obligations of each party shall be specified in writing, including transaction price, payment arrangement and settlement method. The market-oriented operation of the transaction is in line with the overall interests of the company and shareholders, and there is no situation that damages the interests of all shareholders of the company.
4、 Transaction purpose and impact on Listed Companies
1. The related party transactions between Mio technology and related parties are based on the needs of daily production and operation and belong to normal commercial transactions.
2. The transaction price is determined fairly and reasonably according to the fair market price, and there is no behavior damaging the interests of the company and shareholders.
3. The company's main business will not form significant dependence on related parties due to the above related party transactions and will not affect the independence of the company.
5、 Opinions of independent directors
Prior approval opinions of independent directors on the proposal:
After verification, the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company's wholly-owned subsidiary meet the needs of the company's normal operation and development, follow the public transaction price, which is determined by both parties through negotiation according to the market price, comply with the provisions of relevant laws and regulations and the articles of association, and there is no obvious unfairness, damage to the interests of the company and its shareholders, and no manipulation of profits through related party transactions, It does not lead to the company's dependence on related parties, has no impact on the independence of the company, and has no adverse impact on the current and future financial status and operating results of the company, which is in line with the interests of the company and all shareholders. We unanimously agree to submit the proposal on the actual amount of daily connected transactions in 2021 and expected daily connected transactions in 2022 to the board of directors for deliberation.
Independent opinions of independent directors on the proposal:
The related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company's wholly-owned subsidiary are required for daily production and operation. The transaction price is determined by both parties through negotiation according to the market price. The pricing of related party transactions is fair and reasonable, follows the principle of fair market transactions, and has fulfilled the approval procedures specified in laws and regulations and the articles of association. There is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The deliberation and voting procedures of the board of directors comply with relevant laws, regulations, policy documents and the relevant provisions of the articles of association, and agree with the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company's wholly-owned subsidiary.
6、 Opinions of the board of supervisors
After review, the board of supervisors believes that the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company's wholly-owned subsidiary are necessary matters arising from daily operation. They are carried out in accordance with the general market operation rules and follow the principles of openness, fairness and impartiality. There is no damage to the interests of the company and its shareholders, will not affect the independence of the company, and the company will not rely on related parties due to related party transactions. The decision-making procedures of the board of directors comply with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, and agree with the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 of the company's wholly-owned subsidiary.
7、 Opinions of the sponsor
After verification, the sponsor believes that the daily related party transactions that have occurred in 2021 and are expected to occur in 2022 meet the needs of the company's normal operation and development, do not lead to the company's dependence on related parties, have no impact on the company's independence, and have no adverse impact on the company's current and future financial status and operating results. These daily related party transactions are priced at market prices and do not harm the interests of shareholders. The above estimated related party transactions have been deliberated and adopted at the 22nd Meeting of the Fourth Board of directors and the 15th meeting of the Fourth Board of supervisors, and the independent directors have expressed their explicit consent. The above matters comply with the provisions of relevant laws, regulations and exchange rules. In conclusion, the sponsor has no objection to the daily related party transactions that have occurred in 2021 and are expected to occur in 2022.
8、 Documents for future reference
1. Resolutions of the 22nd Meeting of the 4th board of directors;
2. Resolutions of the 15th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 22nd Meeting of the Fourth Board of directors;
4. Independent directors' independent opinions on matters related to the 22nd Meeting of the Fourth Board of directors;
5. Sinolink Securities Co.Ltd(600109) verification opinions on the actual amount of daily connected transactions in Zhejiang Meorient Commerce & Exhibition Inc(300795) 2021 and the expected daily connected transactions in 2022.
It is hereby announced!
Zhejiang Meorient Commerce & Exhibition Inc(300795) board of directors March 23, 2022
