Securities code: Shunya International Martech (Beijing) Co.Ltd(300612) securities abbreviation: Shunya International Martech (Beijing) Co.Ltd(300612) Announcement No.: 2022022 Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd
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 daily connected transactions
Shunya International Martech (Beijing) Co.Ltd(300612) marketing technology (Beijing) Co., Ltd. (hereinafter referred to as "the company" and "listed company"), a wholly-owned subsidiary of Beijing JuLang Smart Technology Co., Ltd. (formerly known as Beijing JuLang Engine Technology Co., Ltd., hereinafter referred to as "JuLang technology"), dispatched a director to the board of directors of its joint-stock company, Beijing ruiliantong Network Technology Co., Ltd. (hereinafter referred to as "ruiliantong") in August 2020, That is, Mr. Wu Tao participated in its operation and management as a member of the board of directors of Rui chain Tong. The above matters have been deliberated and approved by the shareholders' meeting of Rui chain Tong. Mr. Wu Tao is the chairman and CEO (president) of the listed company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, ruiliantong is the affiliated legal person of the company.
Based on the needs of daily business, in 2021, the company purchased the "my hometown" app project operation services independently developed by JuLang technology from Ruilian Tongzheng, with a service amount of 4.6 million yuan (RMB, the same below). Some projects of Ruilian Tongzheng purchased special services from the company, with a service amount of 327800 yuan, and the cumulative amount of the above services was 4.9278 million yuan. According to the transaction data of the above businesses, the project planning in 2022 and the preliminary judgment of the progress of each project, the company expects to purchase project operation services with a total of no more than 4.8 million yuan from Rui chain Tong in 2022; With the development of business, it is expected that some projects of Ruilian Tongzheng will purchase special services from the company in 2022, and the amount is expected to be no more than 5.2 million yuan. Therefore, in 2022, the company expects that the cumulative amount of related party transactions with Rui chain Tong will not exceed 10 million yuan.
On April 20, 2022, the company held the 9th meeting of the 4th board of directors and the 8th meeting of the 5th board of supervisors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected directors
Mr. Wu Tao abstained from voting. The independent directors of the company have issued their prior approval opinions and clearly agreed independent opinions.
In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association
Daily related party transactions are within the scope of deliberation of the board of directors and need not be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
The company expects that the details of daily related party transactions in 2022 are as follows:
Unit: 10000 yuan
Category of related party transactions related party transactions content of related party transactions estimated amount of related party transactions as of the disclosure date amount incurred in the previous year pricing principle amount incurred
Purchase products and operation services from related parties with reference to the market price of 480.00 0 460.00 Rui chain pass
Joint agreement on selling products and special services to related parties 520.00 0 32.78
Total 100000 0 492.78
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount of related party payment and actual amount
Disclosure date and index of the difference between the amount of related party transactions of easy-to-use related parties and the estimated amount of similar businesses
Proportion (%)
Purchase operation service 460.00 480.00 95.83% - 4.17% information network from related people on April 20, 2021
Product Rui chain (www.cn. Info. Com. CN.)
Disclose to China Unicom the products of the announcement on the prediction of daily sales special services 32.78 520.00 6.30% - 93.70% regular connected transactions in 2021 (Announcement No.: 2021028)
Total 492.78100000 49.28% not applicable-
The board of directors of the company explained that the actual amount of daily connected transactions of the company in 2021 did not exceed the expected total amount, but there was a large difference between the actual amount and the expected amount, which was less than 80% of the expected total amount, mainly due to the reduction of relevant business demand during the reporting period.
After verification, the actual total amount of the company's daily connected transactions in 2021 is less than 80% of the estimated total amount. The independent directors of the company actually pay for the daily connected transactions. The above difference is mainly affected by the reduction of relevant business demand, which belongs to normal business behavior. If there is a large difference between the company's daily business and performance, it will not have a significant impact and will not damage the interests of the company and minority shareholders, It will not affect the independence of listed companies.
2、 Related person introduction and relationship
(I) basic information
Company name: Beijing Ruilian Tongzheng Network Technology Co., Ltd
Date of establishment: June 26, 2018
Registered address: 21105, floor 10, building 1, No. 2, nanzhugan Hutong, Dongcheng District, Beijing
Legal representative: Jiang Zhiyu
Registered capital: 1574704 yuan
Company type: other limited liability companies
Business scope: technology development, technology transfer, technical consultation, technical service and technology promotion; Software on
Hair; Basic software services; Application software services (excluding medical software); Computer animation design; Design and manufacture
Making, acting and publishing advertisements; Product design; Sales of stationery, computers, software and auxiliary equipment
Cosmetics, sporting goods, knitwear and textiles, clothing, daily necessities, furniture (not engaged in physical store operation), beads
Treasure jewelry, handicrafts, electronic products, communication equipment, class I and II medical devices; Sell food. (market)
The main body independently selects business projects and carries out business activities according to law; Food sales and projects subject to approval according to law,
Carry out business activities according to the approved contents after being approved by relevant departments; It is not allowed to engage in industries prohibited by national and municipal industrial policies
Stop and restrict the business activities of projects.)
Main financial data of Ruilian Tongzheng in the latest year:
Unit: 10000 yuan
Project December 31, 2021
Total assets 190908
Net assets 184762
Project year 2021
Operating income 505.48
Net profit -568.67
The above financial data have been audited by Zhongxi Certified Public Accountants (special general partnership).
(II) relationship with listed companies
Ruiliantong is a joint-stock company of JuLang technology, a wholly-owned subsidiary of the company. Mr. Wu Tao, the chairman and CEO (president) of the company, serves as a director of ruiliantong. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, ruiliantong is an associated legal person of the company.
(III) performance capability analysis
Rui chain Tong certificate continues to operate in accordance with the law, has the ability of normal performance, and does not occupy the funds of the listed company in violation of regulations. Ruilian Tongzheng does not belong to the dishonest executee.
3、 Main contents of related party transactions
(I) pricing policy and basis
The daily related party transactions to occur between the company and Ruilian Tong Securities Co., Ltd. are agreed by both parties with reference to the market price, and there is no situation that damages the interests of the company and its shareholders.
(II) signing of related party transaction agreement
The related party transaction agreement between the company and Ruilian Tongzheng will be signed by both parties according to the actual situation within the above estimated transaction amount.
4、 Purpose of related party transactions and its impact on Listed Companies
At the beginning of its establishment, Ruilian Tongzheng operated the "big bear kupeng" website, which is committed to providing consumers with preferential information on various goods and services, and feeding back to consumers through rebates and concessions. In August 2020, Ruilian Tongzheng was entrusted by the company to operate the "my hometown" app based on the software advantages such as the integral system developed by the original business, including but not limited to content update and maintenance, process optimization, data mining analysis, user research management, website marketing planning and other services. Ruiliantong has the ability to provide relevant services for listed companies. The daily transactions between the two sides meet the normal needs of relevant business development and development, which is conducive to the synergy between the two sides: on the one hand, the services provided by ruiliantong for the company are conducive to the business development of the company; On the other hand, as a joint-stock company of the company's wholly-owned subsidiary, this cooperation will help to improve the market popularity and influence of Ruilian Tongzheng. The transaction price of the above-mentioned related party transactions follows the principles of equality, voluntariness, fairness and fairness, and there is no harm to the interests of the company and shareholders. The company's main business will not rely on or be controlled by related parties due to such transactions, and will not affect the independence of the company.
5、 Opinions of independent directors and board of supervisors
(I) prior approval opinions and independent opinions issued by independent directors
1. Prior approval opinion
After review, the independent directors believe that the daily connected transactions of the company are expected to be based on the needs of the company's normal business activities, the transaction pricing is fair and reasonable, in line with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and the company on the management of connected transactions, does not affect the independence of the company's operation, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders, The independent directors of the company unanimously agreed to submit the proposal to the board of directors of the company for deliberation.
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