Stock abbreviation: Shanying International Holdings Co.Ltd(600567) Stock Code: 600567 Announcement No.: pro 2022-005
Bond abbreviation: Shanying convertible bond bond Code: 110047
Bond abbreviation: ying19 convertible bond bond Code: 110063
Shanying International Holdings Co.Ltd(600567)
Announcement on adding daily connected transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
In order to meet the needs of daily production and operation, it is estimated that from January to March 2022, the amount of daily related party transactions with related party cloud printing technology (Shenzhen) Co., Ltd. (hereinafter referred to as “cloud printing technology”) and its controlled enterprises is 207.02 million yuan. This new connected transaction is based on the transformation of transactions within the scope of the original consolidated statements into connected transactions due to the equity transfer of cloud printing technology. The transaction content is the procurement, sales and leasing business required for the company’s daily production and operation. This daily connected transaction follows the principles of openness, fairness and impartiality, and the pricing method is fair and reasonable, without damaging the interests of the company’s shareholders. The company’s main business will not rely on related parties due to such related party transactions.
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
1、 Basic information of daily connected transactions
(I) procedures for daily review of related party transactions
On January 11, 2022, the 14th meeting of the 8th board of directors of the company deliberated and adopted the proposal on adding daily connected transactions with 6 affirmative votes, 0 negative votes and 0 abstention votes. This proposal does not involve affiliated directors, and there is no avoidance of voting by affiliated directors. The amount of daily connected transactions added this time does not exceed RMB 207.02 million, which does not reach 5% of the company’s latest audited net assets. Within the decision-making authority of the board of directors, the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The company submitted relevant materials to the independent directors in advance, and the independent directors approved and expressed independent opinions in advance: the new daily connected transactions of the company are required by the company’s daily business activities. Related party transactions follow the principles of openness, fairness and impartiality. The price of related party transactions is determined through consultation with reference to market pricing. The pricing method is fair and reasonable, and the transaction is conducive to the production and operation of the company. This proposal does not involve affiliated directors, and there is no avoidance of voting by affiliated directors. The voting procedures comply with the provisions of laws, regulations and normative documents such as the Listing Rules of Shanghai 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. The independent directors of the company agreed to the proposal on adding daily connected transactions of the company.
The audit committee of the board of directors of the company issued the following audit opinions: the newly added daily connected transactions of the company are the normal business activities of the company. The transactions follow the principles of fairness, impartiality, voluntariness and good faith, and there is no damage to the interests of the company or shareholders, especially the interests of non connected shareholders and small and medium-sized shareholders. The deliberation and voting procedures comply with the company law Articles of association and other relevant provisions. The audit committee of the board of directors agreed to submit the proposal to the board of directors for deliberation.
(II) new daily connected transactions
On October 28, 2021, the 12th meeting of the 8th board of directors of the company deliberated and adopted the proposal on selling part of the equity and related party transactions of cloud printing technology (Shenzhen) Co., Ltd. cloud printing technology has changed from a holding company to a joint-stock company, and will no longer be included in the scope of the company’s consolidated statements since December 1, 2021. For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 29, 2021 Announcement on the sale of part of the equity and related party transactions of cloud printing technology (Shenzhen) Co., Ltd. (Announcement No.: pro 2021-100).
In order to meet the needs of daily production and operation, it is estimated that the amount of daily related party transactions with related party cloud printing technology and its controlled enterprises from January to March 2022 will not exceed RMB 207.02 million, as follows:
Unit: 10000 yuan
Related party transactions January to March 2022 actual category related party related party transactions in 2021 monthly newly added related party transactions amount
Sales commodities Ningbo yunyin Weigong e-commerce Co., Ltd. sells base paper and paper 16500.00 6287.14
Or provide products of Xiamen yunbao Digital Co., Ltd. 1200.00 240.67
Catering service of Wuyun printing technology (Shenzhen) Co., Ltd. 2.00 0.66
Subtotal 17702.00 6528.47
Ningbo yunyin Weigong e-commerce Co., Ltd. packaging supply chain service 1500.00 82.50
Or accept the service of Xiamen yunbao Digital Co., Ltd. 1200.00 269.27
Wuyun printing technology (Shenzhen) Co., Ltd. accepts software services 100.00 73.60
Subtotal 2800.00 425.37
100.00 to the related party Xiamen yunbao Digital Co., Ltd/
Rental plant yunyin Technology (Shenzhen) Co., Ltd. equipment 100.00/
Subtotal of and equipment 200.00/
Total 20702.00 6953.84
Note: cloud printing technology will not be included in the company’s consolidated statements since December 1, 2021.
The actual amount of related party transactions in 2021 is the transaction amount in December 2021.
2、 Introduction to related parties and related relationships
(I) introduction of related parties and related relationships
1. Company name: cloud printing technology (Shenzhen) Co., Ltd
Company type: limited liability company
Legal representative: Sun Xiaomin
Registered capital: RMB 1741274485
Date of establishment: October 17, 2013
Address: B209, Kingdee R & D center, No. 2, Keji South 12th Road, high tech Zone, Yuehai street, Nanshan District, Shenzhen
Business scope: general business items are: computer graphic design; Plane and three-dimensional design; Design and sales of printed matter (excluding books and other publications), paper products, packaging materials, office supplies, craft gifts and sporting goods; Photography services; Enterprise marketing planning; Corporate image planning; Advertising design; Warehousing services (excluding dangerous goods); Operating e-commerce; Web design; Technical development and sales of computer software; Development of electronic computer and network and electronic technology; Computer system integration; Computer technology service and technical consultation. The licensed business items are: Internet information services; Express Service. Value added telecom business operation and telecom business operation. (excluding items prohibited by laws, administrative regulations, decisions of the State Council and requiring pre-approval)
Shareholders and shareholding: Shanying Investment Management Co., Ltd. holds 45.00% equity of yunyin technology, Suzhou Zhicheng chuangxiang enterprise management partnership (limited partnership) holds 23.71% equity of yunyin technology, Li Mengfan holds 11.28% equity of yunyin technology, and Shenzhen yunyin chuangxiang investment management partnership (limited partnership) holds 7.79% equity of yunyin Technology, Ningbo yunyin chuangxiang enterprise management partnership (limited partnership) holds 6.69% equity of yunyin technology, and Mo Kangkang holds 5.53% equity of yunyin technology.
The individual statement data of cloud printing technology audited by ShineWing Certified Public Accountants (special general partnership): as of December 31, 2020, the total assets of cloud printing technology were RMB 110.1097 million and the net assets were RMB 74.6316 million; From January to December 2020, cloud printing technology achieved an operating revenue of RMB 12.3878 million and a net profit of RMB – 24.8885 million.
Introduction to related relationship: in the past 12 months, Mr. Sun Xiaomin served as the director and vice president of the company. He is an associated natural person of the company. Cloud printing technology is an enterprise controlled by Mr. Sun Xiaomin. According to item (III) of 6.3.3 of the Listing Rules of Shanghai Stock Exchange, cloud printing technology is an associated legal person of the company.
2. Company name: Ningbo yunyin Weigong e-commerce Co., Ltd. (hereinafter referred to as “Ningbo yunyin Weigong”) company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Sun Xiaomin
Registered capital: 20 million yuan
Date of establishment: October 26, 2018
Address: room 1806, building 1, No. 275, Xintuo Road, Daxie Development Zone, Ningbo, Zhejiang (pilot area for residence declaration and commitment)
Business scope: licensed items: Internet information services; Import and export of goods; Technology import and export (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business projects shall be subject to the approval results). General items: data processing and storage support services; Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Graphic design and production; Graphic Artist Designer; Sales of paper products; Sales of packaging materials and products; Sales of office supplies; Wholesale of Arts and crafts and collectibles (except ivory and its products); Retail of Arts and crafts and collectibles (except ivory and its products); Retail of sporting goods and equipment; Wholesale of sporting goods and equipment; Stationery retail; Stationery wholesale; Internet sales (except sales of goods requiring license); Photographic expansion service; Marketing planning; Corporate image planning; Advertising design and agency; Conference and exhibition services; The etiquette Service; Entertainment exhibition; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); China cargo transportation agency; Production line management services; Loading, unloading and handling; Daily life services for residents (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Shareholders and shareholding: yunyin technology holds 100% equity of Ningbo yunyin micro supply.
Main financial data: audited by ShineWing Certified Public Accountants (special general partnership), as of December 31, 2020, the total assets of Ningbo yunyin micro supply were RMB 51.1084 million and the net assets were RMB -3.5952 million; From January to December 2020, Ningbo yunyin micro supply realized an operating revenue of RMB 232689800 and a net profit of RMB -2687600.
Introduction to related relationship: cloud printing technology is an enterprise controlled by Mr. Sun Xiaomin, an associated natural person of the company, and Ningbo cloud printing micro supply room is controlled by Mr. Sun Xiaomin. According to item (III) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Ningbo yunyin Weigong is an affiliated legal person of the company.
3. Company name: Xiamen yunbao Digital Co., Ltd. (hereinafter referred to as “Xiamen yunbao”)
Company type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Duan Xianchun
Registered capital: 3 million yuan
Date of establishment: December 30, 2020
Address: first floor, building a, No. 835, Jinfu Industrial Zone, Xinmin Town, Tong’an District, Xiamen
Business scope: general items: retail of computer software, hardware and auxiliary equipment; Paper manufacturing; Manufacturing of paper and paperboard containers; Sales of paper products; Pulp sales; Sales of packaging materials and products; Sales of eco-environmental materials; Non residential real estate leasing; General cargo warehousing services (excluding hazardous chemicals and other items requiring license and approval); Information consulting services (excluding licensed information consulting services); Sales of plastic products; Import and export of goods. (except for the items subject to approval according to law, carry out business activities independently according to law with the business license) licensed items: printing of packaging and decoration printing; Printing of documents, materials and other printed materials; Printing of specific printed matter; Road cargo transportation (excluding dangerous goods); Publication printing. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
Shareholders and shareholding: yunyin technology holds 100% equity of Xiamen yunbao.
Main financial data: Xiamen yunbao was established on December 30, 2020, and there is no financial data for the latest fiscal year. As of September 30, 2021, Xiamen yunbao had total assets of RMB 4.3445 million and net assets of RMB 1.0661 million; From January to September 2021, Xiamen yunbao realized an operating revenue of RMB 3.0753 million and a net profit of RMB -1093900 (Unaudited).
Introduction to related relationship: cloud printing technology is an enterprise controlled by Mr. Sun Xiaomin, an associated natural person of the company, and Xiamen cloud private room is controlled by Mr. Sun Xiaomin. According to item (III) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, Xiamen yunbao is an affiliated legal person of the company.
(II) performance capability analysis
