Securities code: Chengdu Xiling Power Science & Technology Incorporated Company(300733) securities abbreviation: Chengdu Xiling Power Science & Technology Incorporated Company(300733) Announcement No.: 2022022
Chengdu Xiling Power Science & Technology Incorporated Company(300733)
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 without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of related party transactions
Due to normal business needs, Chengdu Xiling Power Science & Technology Incorporated Company(300733) (hereinafter referred to as “the company”) plans to sell products and provide leasing services to Chengdu Bochuang Jingxin Technology Co., Ltd. (hereinafter referred to as “Bochuang Jingxin”) and accept the labor services provided by Bochuang Jingxin. It is estimated that the total amount of related party transactions in 2022 will not exceed RMB 725114 million. The actual amount of daily related party transactions of the company in 2021 is RMB 1458000.
On April 11, 2022, the 24th Meeting of the third board of directors and the 15th meeting of the third board of supervisors of the company deliberated and adopted the proposal on the estimation of daily connected transactions in 2022. The independent directors of the company issued independent opinions approved and agreed in advance. The expected matters of this daily connected transaction still need to be approved by the general meeting of shareholders, and there are no connected shareholders who need to avoid voting.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions estimated amount of related party transactions incurred in the previous year as of the disclosure date
Selling to related parties
The market price of goods sold and products sold is 500000 0.00 1.25 products
Provide the related party with the plant leasing market price of 171.14 42.79 1.85 for the leasing service Bochuang Jingxin
Accept the entrustment of related parties to process the labor services provided at the market price of 200000 0.00 0.00
Accept the labor services provided by related parties at the price of 80.00 30.00 142.70 in the technical service market
2、 Related person introduction and relationship
(I) basic information of related parties
1. Company name: Chengdu Bochuang Jingxin Technology Co., Ltd;
2. Unified social credit Code: 91510129ma6614ag4h;
3. Registered address: No. 8, Xingye 7th Road, Qingxia street, Dayi County, Chengdu, Sichuan;
4. Registration time: November 13, 2020;
5. Registered capital: 1 million yuan;
6. Legal representative: Lei gang;
7. Business scope: R & D, manufacturing and sales of precision castings, mechanical equipment and electronic products; Technology development, technical consultation, technology transfer and technical services of mechanical equipment; Engage in the import and export business of goods and technology; Metal processing and sales (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
8. Main financial indicators: as of December 31, 2021, the total assets were 263877 million yuan and the net assets were 2.091 million yuan; In 2021, the operating revenue was 3.489 million yuan and the net profit was 2.091 million yuan.
(II) relationship
In order to support the development of potential customers, the company provided some assistance during the start-up of bochuangjing in 2021. Based on the principle of prudence and substance over form, the company identified bochuangjing as a related party in 2021. As the company no longer provides assistance to Bochuang Jingxin in the future, the above factors constituting related parties have been eliminated.
(III) performance capability analysis
Bochuang Jingxin has existed in accordance with the law since its establishment. It is not a dishonest executee. At present, it operates normally and has the corresponding ability to perform the contract.
3、 Main contents of related party transactions
Based on the market fair price and following the principles of equality, voluntariness, mutual benefit, fairness and fairness, the company has transactions with the above-mentioned related parties, which does not harm the interests of the company and shareholders and will not affect the independence of the company. The company will sign specific written contracts with the above-mentioned related parties within the above-mentioned expected daily connected transaction limit according to the daily operation of the company, perform relevant rights and obligations in accordance with the contract, and perform information disclosure obligations in accordance with relevant regulations.
4、 Purpose of related party transactions and its impact on the company
The expected related party transactions of the company are necessary for the normal operation of the company and conducive to the business development of the company. The company will determine the transaction pricing, settlement and payment methods in accordance with the principle of fair market, which will not damage the interests of the company and shareholders. In the process of daily transactions, the company’s main business will not rely on related parties due to such related party transactions. The company and related parties conduct business in strict accordance with relevant regulations, which will not affect the independence of the company.
5、 Opinions of independent directors and intermediaries
(I) prior approval opinions and independent opinions of independent directors
Prior approval:
All independent directors believe that the company’s recognition of the related party and its transactions complies with the requirements of laws, regulations and normative documents such as the company law, 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 GEM listed companies and the provisions of the articles of association, and unanimously agree to submit the related party transactions to the board of directors of the company for deliberation.
Independent opinion:
All independent directors believe that the recognition of related parties and their transactions by the company complies with the requirements of laws, regulations and normative documents such as the company law, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and the provisions of the articles of association, It is in the interests of the company and shareholders to carry out trading activities in accordance with fair market transaction prices and terms. This matter has been deliberated and approved by the board of directors of the company and will be submitted to the general meeting of shareholders of the company for deliberation, and the deliberation procedures comply with the provisions. All independent directors unanimously agreed on the related party transaction.
(II) verification opinions of the recommendation institution
After verification, the recommendation institution believes that the above daily related party transactions of the company in 2022 meet the needs of the company’s business development, the pricing of related party transactions is fair and reasonable, and there is no behavior damaging the interests of the company and shareholders; The above-mentioned daily related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have issued their prior approval opinions and independent opinions, performed the necessary decision-making procedures, and complied with the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies and other laws The requirements of laws and regulations and normative documents and the provisions of the articles of association.
Therefore, we have no objection to the company’s daily related party transactions in 2022.
6、 Documents for future reference
1. Resolution of the 24th Meeting of Chengdu Xiling Power Science & Technology Incorporated Company(300733) the third board of directors;
2. Prior approval opinions of Chengdu Xiling Power Science & Technology Incorporated Company(300733) independent directors on relevant matters of the 24th Meeting of the third board of directors;
3. Independent opinions of Chengdu Xiling Power Science & Technology Incorporated Company(300733) independent directors on relevant matters of the 24th Meeting of the third board of directors;
4. Resolution of the 15th meeting of Chengdu Xiling Power Science & Technology Incorporated Company(300733) the third board of supervisors;
5. Verification opinions of Zhongtai Securities Co.Ltd(600918) on the prediction of daily connected transactions in Chengdu Xiling Power Science & Technology Incorporated Company(300733) 2022.
Chengdu Xiling Power Science & Technology Incorporated Company(300733) board of directors April 13, 2022
