Securities code: Hangzhou Chang Chuan Technology Co.Ltd(300604) securities abbreviation: Hangzhou Chang Chuan Technology Co.Ltd(300604) Announcement No.: 2022034 Hangzhou Chang Chuan Technology Co.Ltd(300604)
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
Hangzhou Chang Chuan Technology Co.Ltd(300604) (hereinafter referred to as “the company” or ” Hangzhou Chang Chuan Technology Co.Ltd(300604) “) predicted the daily related party transactions of the company, its holding subsidiaries and related parties in 2022 in combination with the needs of business development. The seventh meeting of the third board of directors was held on April 22, 2022, at which the proposal on the daily related party transactions of the company in 2022 was approved, As an affiliated director, Mr. Zhao Yi, chairman of the company, avoided voting when the board of directors considered the proposal.
The above proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. As a related shareholder, Mr. Zhao Yi, chairman of the company, will avoid voting on this proposal.
(II) estimated category and amount of daily connected transactions
Related party transactions related party transactions related party transactions contract signing up to the disclosure of the amount of easy pricing by related parties or the amount incurred on the expected date of the previous year
Amount calculated in principle
Purchase fatdi from related parties
Raw material precision technology (Su purchases according to the market price of 50 million yuan, 9.6 million, 227882 million Zhou) Co., Ltd
Accept the entrustment of related parties
Entrusted to sell its precision technology (Su’s agent sales is based on the market of 20 million yuan —
Price of products and commodities (state) Co., Ltd
(III) actual occurrence of daily related party transactions in the previous year
Related party transactions related party transactions actually occurred estimated amount actually occurred actual occurred disclosure date category content amount accounted for the difference between the same amount and the proportion of estimated and index business
Purchase 227882 million raw materials from related parties, totaling 25 million, 1.83% and 2211799 million-
Purchase of raw materials and Technology (Su materials and consignment)
State) Co., Ltd. products
department
The board of directors of the company shall issue actual opinions on daily connected transactions-
Description of the large difference between the health situation and the expectation
(if applicable)
The independent directors of the company are actually responsible for the daily related party transactions
There is a big difference between the occurrence and the expectation-
Description (if applicable)
2、 Related persons and related relationships
1. Basic information of related parties
Name: fatidi precision technology (Suzhou) Co., Ltd
Company type: limited liability company
Legal representative: Wang Qiang
Registered capital: 1111111 million yuan
Date of establishment: February 11, 2014
Registered address: No. 200 Xingpu Road, Suzhou Industrial Park 5101, 102, 201, 202
Business scope: design, R & D, production, sales and maintenance: semiconductor test equipment, measuring instruments and software, test sockets, probes, probe cards and interface products; Engage in the import and export business of the above goods and technologies, and provide relevant technical consultation and services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
The latest financial data: at the end of 2021, the audited total assets were 1802034 million yuan, the net assets were 1344392 million yuan, the main business income was 1662383 million yuan and the net profit was 415134 million yuan
2. Relationship with listed companies
Relationship: the listed company directly holds 9% of the shares of fatidi, while Mr. Zhao Yi, the actual controller of the listed company, directly holds 10.79% of the shares of fatidi. Mr. Zhao Yi is the actual controller and legal representative of the company. He is currently the chairman and general manager of the company and a related party of the company.
Therefore, fatidi precision technology (Suzhou) Co., Ltd. belongs to the related relationship specified in the Shenzhen Stock Exchange GEM Listing Rules.
3. Performance capability analysis
The related party transactions between fatidi precision technology (Suzhou) Co., Ltd. and the company and its holding subsidiaries are required for normal production and operation. Its financial operation is normal and its credit is good. It is a company existing and operating normally according to law and has good performance ability.
3、 Main contents of related party transactions
1. Pricing policy and basis: the company and its holding subsidiaries will price according to the market fair price in accordance with the principles of fairness, openness and impartiality.
2. Payment time and settlement method of related party transaction expenses: determined by both parties with reference to relevant transaction contracts and normal business practices.
3. Related party transaction agreement: the related party transaction agreement shall be signed by both parties within the expected scope of this announcement according to the actual situation and needs.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are necessary for the company’s normal operation and development planning. The transaction pricing and settlement method is based on the market price, reflects the principle of fair transaction and consensus, and does not damage the interests of the company and all shareholders, especially small and medium-sized investors. This daily related party transaction will not affect the independence of the company, and the main business of the company will not rely on related parties due to the above transactions.
5、 Opinions of independent directors and intermediaries
1. Prior approval opinions of independent directors
The daily related party transactions expected to occur in 2022 belong to the needs of the company’s normal business operation and development. The transaction price will be jointly determined by both parties in accordance with the market fair pricing principle, in line with the relevant provisions of China Securities Regulatory Commission, Shenzhen Stock Exchange and the articles of association, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
When the board of directors of the company reviews the proposal, the related directors shall withdraw from voting. We agree to submit relevant proposals to the board of directors of the company for deliberation.
2. Independent opinions expressed by independent directors
In accordance with the general operation rules of Suzhou precision technology (holding) Co., Ltd. and its affiliated companies in 2022, it is a subsidiary of Tedi Technology Co., Ltd. to meet the daily operation needs of the market
It shall be treated equally with other business enterprises and in accordance with the principles of fair and just market. The transaction between the company and its subsidiaries and the related party is fair, and there is no situation damaging the interests of the company and its shareholders. When the board of directors of the company deliberated on this related party transaction, the related directors made a withdrawal vote, and the deliberation and voting procedure was legal and effective, in line with the provisions of relevant laws, regulations and the articles of association. We agree to the above related party transactions.
3. Concluding opinions issued by the recommendation institution on daily connected transactions
After the above verification, the recommendation institution believes that the price of daily connected transactions in Hangzhou Chang Chuan Technology Co.Ltd(300604) occurred during the reporting period is fair and necessary for actual operation, and there is no damage to the interests of the company and minority shareholders due to the connected relationship between the company and related parties; The daily related party transaction plan in 2022 meets the needs of the company’s normal business activities and does not damage the interests of the company and its non related shareholders; The necessary procedures have been performed and comply with the requirements of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the Listing Rules of Shenzhen Stock Exchange on the gem and other documents and the provisions of the articles of association. The recommendation institution has no objection to the company’s daily connected transaction plan in 2022.
6、 Opinions of the board of directors
The daily related party transactions between the company and the above-mentioned related parties are mainly procurement activities required for daily business activities. The above-mentioned transaction parties follow the principles of fairness, openness, fairness and reasonableness, and determine the transaction price with the related parties with reference to the market price. There is no situation that has a significant adverse impact on the interests of the listed company and shareholders. The signing of the related party transaction agreement shall be signed by both parties within the expected amount according to the actual situation.
7、 Opinions of the board of supervisors
The board of supervisors believes that the daily connected transactions expected to occur in 2022 belong to normal business transactions, the procedures are legal, the pricing is based on the market price, the pricing basis is sufficient, the price is fair and reasonable, and there is no damage to the rights and interests of minority shareholders and non connected shareholders. The above connected transactions are in line with the interests of all shareholders and the provisions of relevant laws, regulations and the articles of association.
8、 Documents for future reference
1. Resolutions of the 7th Meeting of the 3rd board of directors;
2. Resolution of the 7th Meeting of the board of supervisors;
3. Prior approval opinions of independent directors;
4. Independent opinions of independent directors;
5. Opinions of the recommendation institution;
Hangzhou Chang Chuan Technology Co.Ltd(300604) board of directors
April 22, 2022
