Stock Code: Shanghai Step Electric Corporation(002527) stock abbreviation: Shanghai Step Electric Corporation(002527) Announcement No.: pro 2022019 Shanghai Step Electric Corporation(002527)
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
According to the production and operation needs of Shanghai Step Electric Corporation(002527) (hereinafter referred to as "the company" or " Shanghai Step Electric Corporation(002527) "), it is expected to conduct daily related party transactions with the related party sigriner automation (MFG) Sdn. Bhd (hereinafter referred to as "sigriner automation") in 2022, and the total transaction amount is expected to be no more than RMB 10 million.
1. Sigrine automation is an enterprise specializing in designing, manufacturing and selling control systems, accessories and equipment of various elevators and escalators. Shanghai Step Electric Corporation(002527) can provide them with elevator control systems, elevator control cabinets and related accessories. Therefore, the company has frequent related party transactions with sigrine automation on its birthday.
In 2021, the total amount of daily related party transactions occurred when the company sold products to sigriner automation was 7.288 million yuan. It is estimated that the total amount of daily related party transactions incurred by the company in selling products to sigriner automation in 2022 will not exceed RMB 10 million.
2. Review procedures for implementation:
This matter has been deliberated and approved at the 20th meeting of the 5th board of directors and the 14th meeting of the 5th board of supervisors held by the company on April 23, 2022, and the related director Mr. Cai Liang withdrew from voting.
This proposal does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) estimated category and amount of daily connected transactions
Category of related party transaction related party transaction content of related party transaction estimated amount of the previous year as of the disclosure date of the current year amount of pricing principle amount incurred amount
The fair price of the product automation control cabinet and related accessories sold to the related party sigriner elevator control system and elevator according to the market no more than 10.162 million yuan and 7.288 million yuan
(III) actual occurrence of daily related party transactions in the previous year
Actual amount of related party transactions
Proportion of the estimated amount of related party transactions of related parties in the disclosure date and index of similar businesses and estimated amount (%) difference (%)
Sell the product automation elevator control cabinet and 8 million yuan 1.06 - 8.90 to the related party sigriner elevator control system, 728.80 not more than March 24, 2021 Announcement No.: relevant accessories Pro 2021023
2、 Related person introduction and relationship
1. Related party sigriner automation
(1) Basic information
Name of related party sigriner automation (MFG) Sdn. Bhd
Registration No.: 1147020-u
Date of establishment: June 3, 2015
Residence: third floor, No.79 (room a), Jalan ss21 / 60, Damansara Utama, 47400, Petaling Jaya, Selangor
Registered capital: RM1 million
Engaged in the production, sales, marketing and distribution of control systems, accessories, equipment and services of all kinds of elevators and escalators and factory automation solutions, and provided the design, manufacturing, supply, distribution, service, repair and maintenance of all kinds of elevator control systems, accessories, elevator energy-saving equipment and systems, as well as the R & D activities of the above systems.
(2) Operating conditions
Unit: Yuan
Project as of December 31, 2021
Total assets 610123347
Net assets 482445042
Project from January to December 2021
Operating income 85 Shenzhen Neoway Technology Co.Ltd(688159) 4
Net profit -50502596
(3) Relationship with listed companies
The company now holds 50% of the equity of sigrine automation, and Mr. Cai Liang, the director and deputy general manager of the company, serves as the director of sigrine automation. According to paragraph 4 of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, sigrine automation is an affiliated legal person of the company, so it constitutes an affiliated relationship.
(4) Performance capability analysis
Sigriner automation is currently in normal operation and financial condition and has relatively good performance ability. 3、 Main contents of related party transactions
1. Main contents of related party transactions
Sigrine automation is an enterprise specializing in designing, manufacturing and selling control systems, accessories and equipment of various elevators and escalators. Shanghai Step Electric Corporation(002527) can provide them with elevator control systems, elevator control cabinets and related accessories. Therefore, the company has frequent related party transactions with sigrine automation on its birthday.
The company plans to sign the sales contract of relevant products with sigriner automation, and the relevant transaction price shall be determined according to the principle of openness, fairness and impartiality and the fair price of the market. It is estimated that the total amount of daily related party transactions of the company due to the sale of products to sigriner automation in 2022 will not exceed RMB 10 million. The company will continue to disclose the actual occurrence information of relevant transactions in the 2022 semi annual report and annual report. If the amount involved exceeds the above estimated amount, the company will perform the obligation of review and disclosure in accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange.
2. Pricing principles of related party transactions
The related party transactions between the company and sigriner automation follow the principles of voluntariness, equality, mutual benefit and fairness; The pricing method is determined according to the market fair price, and the transaction procedures comply with the provisions of national laws and regulations; The settlement method is settlement by agreement, which does not violate the principles of openness, fairness and impartiality, and does not damage the interests of listed companies and minority shareholders.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily connected transactions of the company in 2022 are expected to meet the needs of normal operation and meet the needs of the company's actual operation and future development.
The above related party transactions are continuous and frequent related party transactions, and the transaction price with related parties is fairly and reasonably determined according to the market fair price. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The company and related parties are independent legal persons, independent of each other in terms of organization, business, assets, finance and personnel. The above transactions will not adversely affect the independence of the company, and the main business of the company will not rely on or be controlled by related parties due to such transactions.
5、 Prior approval of independent directors and opinions of independent directors
1. Prior approval of independent directors
The related party transactions expected by the company in 2022 are normal and reasonable business operations that continue to occur in the daily operation process, meet the needs of the company's operation and development, have a fair pricing basis, meet the interests of the company and all shareholders, have no impact on the independence of listed companies, and do not harm the interests of listed companies and minority shareholders.
In conclusion, we agree to submit the proposal on the prediction of daily connected transactions in 2022 to the 20th meeting of the Fifth Board of directors for deliberation.
2. Independent opinions of independent directors
It is verified that the amount of the company's daily connected transactions in 2022 is expected to be based on the needs of the company's business development and actual production and operation, and the price of related connected transactions is fair and reasonable. The transaction pricing follows the principles of objectivity, fairness and fairness, which is in line with the interests of the company and all shareholders, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, There is no business dependence on related parties due to related party transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The above-mentioned decision-making procedures for connected transactions comply with the provisions of the company law, the securities law, the articles of association and the company's decision-making system for connected transactions, and the decision-making procedures are legal and effective. To sum up, we unanimously agree to the proposal on the prediction of daily connected transactions in 2022.
6、 Opinions of the board of supervisors
After reviewing the expected daily related party transactions in 2022, the board of supervisors believes that the expected daily related party transactions between the company and related parties in 2022 are in line with the actual situation of the company and are compliant and reasonable; The content and pricing principles of related party transactions comply with relevant policies and regulations, reflect the principles of fairness, fairness and impartiality, do not harm the interests of the company and shareholders, and the decision-making procedures comply with relevant laws and regulations, the articles of association and the company's related party transaction decision-making system.
7、 Documents for future reference
1. Resolutions of the 20th meeting of the 5th board of directors of the company;
2. Resolutions of the 14th meeting of the 5th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors;
4. Independent opinions of independent directors on matters related to the 20th meeting of the Fifth Board of directors.
It is hereby announced
Shanghai Step Electric Corporation(002527) board of directors April 26, 2022
