Securities code: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) securities abbreviation: Shenzhen Jpt Opto-Electronics Co.Ltd(688025) Announcement No.: 2022016 Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd
Announcement on daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
\uf0b7 whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
\uf0b7 impact of daily related party transactions on Listed Companies: this related party transaction is a daily related party transaction of the company, which is based on the normal business of the company and based on the market price. It does not affect the independence of the company, does not damage the interests of the company and shareholders, and the company will not rely on related parties due to this related party transaction.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as "the company") held the 42nd meeting of the second board of directors and the 29th meeting of the second board of supervisors on March 30, 2022, and deliberated and adopted the proposal on the expected daily connected transactions in 2022. The directors and supervisors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations.
All independent directors of the company have approved the above proposal in advance and expressed their independent opinions with explicit consent. All independent directors believe that the daily related party transactions expected to occur in 2022 are necessary for the company's daily production and operation. The relevant transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price. The company's main business will not rely on related parties due to the above transactions, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially minority shareholders; When the board of directors deliberated on the above proposals, the voting procedures were in line with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (hereinafter referred to as the "Listing Rules") and the articles of association of Shenzhen Shenzhen Jpt Opto-Electronics Co.Ltd(688025) North Electro-Optic Co.Ltd(600184) Co., Ltd. (hereinafter referred to as the "articles of association"), and there was no situation damaging the interests of the company and other shareholders, especially small and medium-sized shareholders. Therefore, all independent directors unanimously agreed to the proposal.
The amount involved in this related party transaction is 83 million yuan. According to the listing rules, the articles of association and other relevant provisions, the proposal for daily related party transactions in 2022 needs to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
From the beginning of this year to the same estimated amount, the reason for the difference between the estimated business of the related party of the same kind of disclosure date and the actual transaction category of the previous year and the actual transaction category of the previous year is larger than the transaction amount of the related party's accumulated inter transaction amount (%)
amount of money
Purchase of laser technology from related Wuhan Changjin estimated business demanders 230067.02 388.25123702 36.23 increase
Raw materials Co., Ltd. to Suzhou Ouyi
People buy Mu semiconductor 5 Tcl Technology Group Corporation(000100) .00 36.20 1.24 100.00 estimated business demand commodity equipment technology increase
limited company
To the associated Shenzhen pole
Sales to laser 1000 1.33 --- new associate commodity Technology Co., Ltd
department
Total 8 Guangzhou Hangxin Aviation Technology Co.Ltd(300424) .45123826
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
Reasons for the large difference between the estimated amount of related parties in 2021 and the actual amount in 2021
Wuhan Changjin laser to related person
Purchase of raw material technology Co., Ltd. 14 Csg Holding Co.Ltd(000012) 3702 not applicable
material
Purchase lasers from the related person Wuhan Changjin laser supplier for testing, and sell commodity Technology Co., Ltd. - 12.95 yuan, which is small, and is not expected in 2021.
Affected by the epidemic, the progress of product research and procurement of conductor equipment technology 100000 - issued by Suzhou ouyim semi oriented related person Suzhou ouyim semi body equipment Technology Co., Ltd. was slower than expected, and the original expected quota used by the company to purchase equipment from related persons was not reached.
The amount of the house leased from the related person Suzhou ouyim and half from the related person is smaller than that of the leased house conductor equipment technology - 1.24. It is not estimated in 2021. limited company
Total 24 Csg Holding Co.Ltd(000012) 5121-
2、 Basic information and relationship of related parties
(I) Wuhan Changjin Laser Technology Co., Ltd
1. Basic information
Company name: Wuhan Changjin Laser Technology Co., Ltd
Unified social credit Code: 914201005979328891
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: July 11, 2012
Registered address: floor 1, building 5, block B, Phoenix Industrial Park (Wuhan · China Optical Valley Cultural and Creative Industrial Park), No. 52, Liufang Avenue, East Lake New Technology Development Zone, Wuhan
Main office address: floor 1, building 5, block B, Phoenix Industrial Park (Wuhan · China Optical Valley Cultural and Creative Industrial Park), No. 52, Liufang Avenue, East Lake New Technology Development Zone, Wuhan
Legal representative: Liu Changbo
Actual controller Li Jinyan
The registered capital is 7499432 million yuan
Business scope of communication equipment (excluding radio transmitting equipment), laser equipment, optical fiber, optical cable and special optical fiber: research, development, production, sales, maintenance service and technical consultation of optical fiber, optical and optoelectronic components. (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
As of December 31, 2021, the total assets of Wuhan Changjin Laser Technology Co., Ltd. are 14478277737 yuan and the net assets are 9799690715 yuan; In 2021, the operating income of Wuhan Changjin Laser Technology Co., Ltd. was 5683334447 yuan and the net profit was 1400940188 yuan. (the above financial data have not been audited)
2. Association relationship
Wuhan Changjin Laser Technology Co., Ltd. is an investment enterprise of the company, with a shareholding ratio of 15.00%, and Zhao Chongguang, the director of the company, also serves as a director of Wuhan Changjin Laser Technology Co., Ltd. Wuhan Changjin Laser Technology Co., Ltd. meets the related relationship stipulated in Chapter 15 of the listing rules.
3. Performance capability analysis
The related parties of the company have normal production and operation, good early-stage contract execution and strong performance ability. The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law.
(II) Suzhou ouyim Semiconductor Equipment Technology Co., Ltd
1. Basic information
Company name: Suzhou ouyim Semiconductor Equipment Technology Co., Ltd
Unified social credit code 91320594ma1w3r1d0f
Company type: limited liability company (invested or controlled by natural person)
Date of establishment: February 8, 2018
Registered address: Floor 2, building 7, No. 8, Dongfu Road, Suzhou Industrial Park
Main office address: 2nd floor, building 7, No. 8, Dongfu Road, Suzhou Industrial Park
Legal representative: Zhu Aidong
Actual controller: Zhu Aidong
Registered capital: 7.5 million yuan
R & D, design and sales: testing and packaging equipment for semiconductor integrated circuit components, and providing technical consultation and technical services; Testing, packaging and production of semiconductor components; R & D, business scope design and sales: computer software and hardware and provide relevant after-sales services; Self support and agency of import and export business of various parts, semiconductor materials and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, the total assets and financial status of Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. is 3710459063 yuan, and the net assets are 1967846389 yuan; In 2021, the operating income of Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. was 2607755860 yuan and the net profit was 87594147 yuan. (the above financial data have not been audited)
2. Association relationship
Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. is an investment enterprise of the company, with a shareholding ratio of 20%, and Huang Huai, the director of the company, also serves as a director of Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. Suzhou ouyim Semiconductor Equipment Technology Co., Ltd. meets the related relationship stipulated in Chapter 15 of the listing rules.
3. Performance capability analysis
The production and operation of the company's related parties are normal. Affected by the epidemic in the early stage, the R & D Progress of the related parties is slower than expected, and the company has no procurement transaction with the related parties. In 2022, the company will purchase products from related parties according to the R & D progress and product verification of related parties. It is expected that related parties have strong performance ability. The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law.
(III) Shenzhen acme Laser Technology Co., Ltd
1. Basic information
Company name: Shenzhen acme Laser Technology Co., Ltd
Unified social credit code 91440300ma5h8qqw36
Company type: limited liability company
Date of establishment: March 22, 2022
Registered address: Building 4, Jinxiu Dadi plant, No. 114, Hudi Pai, songyuanxia community, Guanhu street, Longhua District, Shenzhen
Main office address: 101, building 4, Jinxiu Dadi plant, No. 114, Hudi Pai, songyuanxia community, Guanhu street, Longhua District, Shenzhen
Legal representative: Xu Shian
Actual controller: Xu Shian
The registered capital is 10 million yuan
General business items are: Sales of optical instruments; Software sales; Software development; Technical services
