Securities code: Kunshan Guoli Electronic Technology Co.Ltd(688103) securities abbreviation: Kunshan Guoli Electronic Technology Co.Ltd(688103) Announcement No.: 2022010 Kunshan Guoli Electronic Technology Co.Ltd(688103)
Announcement on the prediction of the company's 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: no
\uf0b7 impact of daily related party transactions on Listed Companies: these daily related party transactions are transactions required for the normal production and operation of the company. They are regular and continuous related party transactions between the company and related parties. They are normal and legal economic behaviors between the company and related parties, conducive to the normal operation of the company and in line with the interests of the company and all shareholders. The price of related party transactions between the company and related parties shall be determined by both parties through negotiation on the basis of market price in accordance with the principles of fairness and voluntariness, which will not damage the interests of the company and minority shareholders. The daily connected transaction will not have a significant impact on the company's production and operation, and the transaction will not affect the independence of the company's main business. Therefore, the company will not form a large dependence on connected parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Kunshan Guoli Electronic Technology Co.Ltd(688103) (hereinafter referred to as "the company") held the 15th meeting of the second board of directors and the 9th meeting of the second board of supervisors on April 18, 2022, deliberated and unanimously adopted the proposal on the prediction of daily connected transactions of the company in 2022, which does not involve the avoidance of voting by connected directors.
Prior to the deliberation of the board of directors, the independent directors of the company expressed their prior approval opinions on the expected matters of the company's related party transactions in 2022: we have conducted necessary and careful review of the proposal, and we believe that the company's daily related party transactions in 2022 meet the needs of the company's business development. All parties to the transaction have followed the principles of voluntariness, fairness and impartiality, and the transaction is fair, There is no behavior that damages the interests of the company and all shareholders, especially minority shareholders, and does not affect the independence of the company. We agree to submit the proposal to the 15th meeting of the second board of directors for deliberation.
Independent opinions explicitly agreed by independent directors: related party transactions between the company and related parties belong to daily related party transactions; The related party transaction is a market-oriented choice for the company to operate normally and improve economic benefits, which meets the actual business needs of the company; The related party transaction follows the principle of "fairness, impartiality and fairness". The transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and does not harm the interests of the company and other shareholders, especially the interests of minority shareholders. When the board of directors deliberated this proposal, the deliberation procedures were in line with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the above daily related party transactions.
The eighth meeting of the second audit committee of the company deliberated and unanimously adopted the proposal on the prediction of the company's daily connected transactions in 2022. The Audit Committee issued a written confirmation opinion on the above proposal: the prediction of the company's daily connected transactions is the needs of the company's normal production and operation, with reference to the market price, the pricing is fair and reasonable, the procedures are legal, and does not harm the interests of the company and shareholders. The Audit Committee approved the proposal and submitted it to the board of directors for deliberation.
According to the Listing Rules of Shanghai Stock Exchange's Sci tech innovation board, the articles of association and other relevant provisions, the expected matters of this daily connected transaction do not need to be submitted to the general meeting of shareholders for deliberation.
(II) prediction and implementation of the previous daily connected transactions
Unit: RMB
Reasons for the large difference between the actual estimated amount of the previous year (previous) and the actual category of related party transactions
Kunshan Yiyuan medical technology has 100 China Baoan Group Co.Ltd(000009) 585902-
To related person limited company
Purchased goods GL leading - 47071536-
Technologies,Inc.
To related persons
The seller of Kunshan Yiyuan medical technology has 1290 Ping An Bank Co.Ltd(000001) 13035890-
Product and supply Co., Ltd
labour services
Total - 1390 Ping An Bank Co.Ltd(000001) 69693328-
Note: the annual data of GL leading technologies, Inc. in 2021 is from January to August 2021
(III) estimated amount and category of daily connected transactions
Unit: RMB
From the beginning of this year to the disclosure date of this pre related party transaction and the closing date, the actual amount in the previous year accounts for the proportion of the same accrued amount category. The business of the current estimated amount and the person's accumulated amount is compared with the transaction occurred in the previous year (%) Actual payment amount
Reasons for large differences
To related party Kun 140 China Vanke Co.Ltd(000002) 0284899585902-
Purchase commodity mountain
medicine
source
medicine
Treatment to related persons
Seller technology 1400 China Vanke Co.Ltd(000002) 455 Dazhong Transportation (Group) Co.Ltd(600611) 3035890-
Product and supply technology
Labor services
limit
common
department
Total - 1540 China Vanke Co.Ltd(000002) 6584495122621792-
Note: the "accumulated transaction amount with related parties from the beginning of this year to the disclosure date" in the above table is the accumulated transaction amount from January to March 2022.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Kunshan Yiyuan Medical Technology Co., Ltd
Enterprise name: Kunshan Yiyuan Medical Technology Co., Ltd
Enterprise type: limited liability company
Legal representative: Zhang lanyong
Registered capital: RMB 304 million
Date of establishment: May 23, 2018
All shareholders: Wang Wenying, Chen Linlin, Ren Guochuan, Zhang Ding, Zhang lanyong, Shanghai LANNUO Biotechnology Co., Ltd., Xiamen Ronghui Hongshang equity investment partnership (limited partnership), Shaoxing Haibang talent venture capital partnership (limited partnership), Mingfeng Medical System Co., Ltd., Shanghai Liyue venture capital partnership (limited partnership), Kunshan Guoli Electronic Technology Co.Ltd(688103) Hangzhou Haibang juqing venture capital partnership (limited partnership), Kunshan Yiyuan venture capital management partnership (limited partnership), Shanghai tengdu New Technology Development Center (limited partnership)
Address: No. 839, Qiantangjiang Road, Kunshan Development Zone
Business scope: R & D, production and sales of ball tubes for medical imaging equipment and their application products, and providing technical development, technical services and technical consultation in the field of medical technology; Engage in the import and export business of goods and technologies (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: special equipment repair (except for items that must be approved according to law, business activities can be carried out independently according to law with the business license)
Main financial data of the latest fiscal year (Unaudited):
Unit: 10000 yuan
Main financial data December 31, 2021 / year 2021
Total assets 2305792
Net assets 2089045
Operating income 131120
Net profit -717006
2.GL Leading Technologies,Inc.
GL leading technologies, Inc. (hereinafter referred to as "GL leading") was incorporated in Illinois on December 11, 2017. The shareholder of GL leading is Botong Int'l Trade Development Co., limited, and the director and president are Chen Dong.
(II) relationship with listed companies
Kunshan Yiyuan Medical Technology Co., Ltd. (hereinafter referred to as "Yiyuan medical") was a holding subsidiary of the company. The company has transferred its controlling stake in August 2020. At present, the company holds 157824% of its equity.
GL leading provides exclusive services for Yiyuan medical, the holding subsidiary of the original company, which is disclosed by comparing with related parties according to substance over form. In August 2020, after the company transferred the controlling interest of Yiyuan medical, GL leading will no longer disclose it by reference to related parties.
(III) analysis on the execution and performance ability of similar related party transactions in the early stage
The above related parties exist and operate normally according to law, and have good performance ability and payment ability. The company will sign relevant contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
3、 Main contents and pricing policies of related party transactions
The expected daily related party transactions of the company are mainly to purchase goods, sell goods and provide labor services from related parties, which are necessary for the company to carry out daily business activities. All transactions will sign a written agreement with the corresponding transaction parties, and the transaction price will be determined by both parties through negotiation on the basis of market price according to the principles of fairness, openness and impartiality. 4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above related party transactions are transactions required for the normal production and operation of the company. They are all regular related party transactions between the company and related parties. They are normal and legal economic behaviors, conducive to the normal operation of the company and in line with the interests of the company and all shareholders.
(II) fairness and rationality of related party transactions
The transaction price between the company and related parties shall be determined by both parties through negotiation based on the market price in accordance with the principles of fairness and voluntariness, which will not damage the interests of the company and minority shareholders. The above daily related party transactions will not have a significant impact on the company's production and operation, and the transaction will not have a significant adverse impact on the independence of the company's main business, and the company will not form a significant dependence on related parties.
(III) continuity of related party transactions
The company will maintain a relatively stable cooperative relationship with related parties. Under the condition of stable development of the company's business, the company will maintain continuous related party transactions with related parties for a certain period of time.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily related party transactions of the company in 2022 have been deliberated and adopted at the 15th meeting of the second board of directors and the 9th meeting of the second board of supervisors, the independent directors have issued their independent opinions of prior approval and consent on the proposal, and the decision-making procedures performed by the company comply with the provisions of relevant laws, regulations and the articles of association. The daily related party transactions of the company in 2022 are expected to be necessary for the normal operation of the company. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, which will not affect the independence of the company, and the main business of the company will not form dependence on related parties. In conclusion, the recommendation institution has no objection to the company's prediction of daily connected transactions in 2022.
It is hereby announced.
Kunshan Guoli Electronic Technology Co.Ltd(688103) board of directors
