Securities code: Si-Tech Information Technology Co.Ltd(300608) securities abbreviation: Si-Tech Information Technology Co.Ltd(300608) Announcement No.: 2022029
Bond Code: 123054 bond abbreviation: site convertible bond
Si-Tech Information Technology Co.Ltd(300608)
Announcement on the forecast 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,
There are no false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In view of the needs of daily production and operation, Si-Tech Information Technology Co.Ltd(300608) (hereinafter referred to as “the company”) and its holding subsidiaries are expected to have daily related party transactions with the related party Chengdu koala Youran Technology Co., Ltd. (hereinafter referred to as “koala Youran”) with a total amount of no more than RMB 3 million in 2022. In 2021, the amount of daily related party transactions between the company and its holding subsidiaries and koala leisurely was RMB 10000.
On April 6, 2022, the company held the 25th meeting of the third board of directors. The proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention. The connected director Mr. Wu Feizhou avoided voting, and the independent director of the company approved it in advance and expressed independent opinions. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the estimated amount of the company’s daily related party transactions in 2022 is within the scope of the authority of the company’s board of directors and takes effect after being deliberated and approved by the board of directors. It is not necessary to submit it to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transaction contract signing as of the disclosure of the amount of pricing principle or amount incurred on the expected date of the category of related parties in the previous year
Accept Association
Koala leisurely purchase AI smart market fair price of 300.00 0.00 0.00 products and business energy platform provided by people
product
Note: the company signed a capital increase agreement with the shareholders of koala Youran in September 2019, and koala Youran became a joint-stock company of the company; In December 2019, Mr. Wu Feizhou, the controlling shareholder and actual controller of the company, served as the director of koala Youran. Since December 2019, koala Youran has been a related party of the company.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
Proportion of actual estimated amount of related parties in similar amount and estimated amount
Transaction amount, business proportion, amount difference, disclosure date and index content amount (%) (%)
On April 15, 2021, we accepted the related procurement of cninfo.com (www.cn. Info. Com. CN.) Si-Tech Information Technology Co.Ltd(300608) : report on estimated public goods and services of daily Taiwan related party transactions in 2021 (Announcement No.: commodity 2021014)
Subtotal 0.00 300.00 — 100%
The board of directors of the company has fully evaluated and calculated the actual situation of the related party transactions that may occur according to its own business needs and market forecasts. However, due to the influence of factors such as the market, customer needs and the production of related parties, there are great differences between the actual related party transactions between the company and related parties and the estimated amount of the description (if applicable).
The actual situation of the company’s daily related party transactions in 2021 is quite different from the expected situation. After verification, the independent directors of the company have found that the main reason is that the company has evaluated and calculated the actual situation and possible related party transactions of the related party transactions according to its own business needs and market forecast. However, due to the large difference between the market and customer needs and the expected situation, as well as the changes in the production and operation of related parties and other factors, Description of the actual difference between the company and related parties (if applicable) there is a large difference between the amount of related party transactions and the estimated amount at the beginning of the year, which is in line with the actual situation of the company and the market, and there is no damage to the interests of the company and non related shareholders.
2、 Related person introduction and relationship
1. Koala leisurely basic information
Name: Chengdu koala Youran Technology Co., Ltd
Unified social credit Code: 91510100ma61r98877
Date of establishment: October 26, 2015
Registered address: rooms 1001, 1002 and 1003, 10th floor, block a, building 4, No. 200, Tianfu Fifth Street, Chengdu high tech Zone, China (Sichuan) pilot Free Trade Zone
Legal representative: Shen Fumin
Registered capital: RMB 345949 million
Enterprise type: limited liability company (Sino foreign joint venture)
Business scope: software development and technology transfer; Develop and wholesale computer software and hardware, and provide technical services, technical consultation and technology transfer; Information system integration service; Network technology development, technical consultation and technical services; Website construction and maintenance; Art design services; Wholesale cultural and sporting goods (excluding books, newspapers and periodicals, audio-visual products and electronic publications), equipment, chemicals (excluding dangerous chemicals), building materials, electronic products and mechanical equipment; Import and export of the above goods and technologies (excluding those prohibited by the state or involving administrative examination and approval); Security engineering design and construction, building intelligent engineering design and construction, building intelligent engineering design and construction, electronic and intelligent engineering construction (the above projects are operated with qualification certificates).
(for projects subject to approval according to law, business activities can be carried out only after the approval of relevant departments) (except those involving the implementation of special access management measures stipulated by the state)
2. Latest financial data
As of December 31, 2021, koala Youran had total assets of 7570872246 yuan and net assets of 4587448869 yuan. In 2021, koala Youran’s main business income was 3612041905 yuan and its net profit was 2041319980 yuan.
3. Relationship with the company
Mr. Wu Feizhou, the controlling shareholder and actual controller of the company, is a director of koala Youran, which meets the provisions of item (III) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
4. Performance capability analysis
Koala, a related party, continues to exist in accordance with the law, operates normally, has good assets and strong performance ability. 3、 Main contents of related party transactions
1. Pricing principles and basis of related party transactions
The transactions between the company and related parties shall follow the market principles of fairness, impartiality and voluntariness. Through consultation, both parties shall ensure that the transaction price is fair and reasonable, does not deviate from the market and the transaction conditions are equal.
2. Signing of related party transaction agreement
The company and its holding subsidiaries will sign specific agreements with koala Youran in 2022 according to the actual situation of relevant businesses.
4、 Purpose and impact of related party transactions on the company
The company has an independent and complete R & D, production, procurement and sales model, and purchases AI intelligent platform products from the related party koala leisurely, so as to meet the needs of the company’s normal operation and development and project construction. The transactions between the company and related parties are priced fairly and reasonably according to the fair market price, and there is no behavior damaging the interests of the company and non related shareholders. The company and its related party koala Youran are independent legal persons. Both parties are independent in terms of assets, finance and personnel, which will not have an adverse impact on the independence of the company.
5、 Opinions of independent directors and intermediaries
1. Prior approval opinions of independent directors
After verification, we believe that the estimated daily related party transactions of the company in 2022 comply with relevant laws and regulations, normative documents and the articles of association, the transaction price is fair and reasonable, will not affect the independence of the company, and there is no damage to the interests of the company and shareholders. When the board of directors of the company deliberates this related party transaction proposal, the related directors shall withdraw from voting.
In conclusion, we agree to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the board of directors for deliberation.
2. Independent opinions expressed by independent directors
After review, we believe that:
(1) The actual situation of the company’s daily related party transactions in 2021 is quite different from the expected situation. After verification, the main reason is that the company has evaluated and calculated the possible related party transactions according to its own business needs and market forecasts. However, due to the influence of market, customer needs, changes in the production and operation of related parties and other factors, the actual related party transactions between the company and related parties are quite different from the expected amount at the beginning of the year, This situation is in line with the actual situation of the company and the market, and there is no damage to the interests of the company and non affiliated shareholders.
(2) The company expects that the daily related party transactions in 2022 are generated based on the daily production and operation needs of the company, and the transaction pricing is fair, just, fair and reasonable. This connected transaction is expected to fulfill the necessary review procedures and comply with the relevant provisions of relevant laws and regulations, normative documents and the articles of association. The connected directors avoided and did not participate in the voting when considering this proposal. The estimated situation of this related party transaction meets the actual needs of the company’s daily production and operation, will not affect the independence of the company, and will not damage the interests of the company and non related shareholders.
Therefore, we agree to the proposal on the daily related party transactions of 2022.
3. Verification opinions of intermediary institutions
The sponsor, Caixin Securities Co., Ltd. (hereinafter referred to as “Caixin securities”), consulted the documents of the board of directors, opinions of independent directors and other relevant materials, and verified the expected events of the company’s daily connected transactions in 2022. After verification, Caixin Securities believes that:
After deliberation and approval at the fifth meeting, the independent directors issued their prior approval opinions and agreed independent opinions. The estimated amount of the company’s daily connected transactions in 2022 is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The company has fulfilled the necessary examination and approval procedures for the expected events of daily connected transactions in 2022, and complies with the requirements of relevant provisions such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on GEM and the provisions of the articles of association.
(2) The daily related party transactions of the company in 2022 are expected to meet the needs of the company’s normal business development, and the transaction price will be priced according to the market fair price principle, which is in line with the interests of the company and shareholders.
In conclusion, Caixin securities has no objection to the forecast of daily related party transactions in Si-Tech Information Technology Co.Ltd(300608) 2022.
6、 Documents for future reference
1. Resolutions of the 25th meeting of the third board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the 25th meeting of the third board of directors; 3. Independent opinions of independent directors on matters related to the 25th meeting of the third board of directors;
4. Resolutions of the 22nd Meeting of the third board of supervisors of the company;
5. Verification opinions of Caixin Securities Co., Ltd. on the prediction of daily connected transactions of the company in 2022.
It is hereby announced.
Si-Tech Information Technology Co.Ltd(300608) board of directors April 8, 2022
