Securities code: 301199 securities abbreviation: Maher shares Announcement No.: 2022018
Maihe Siasun Robot&Automation Co.Ltd(300024) Automation Co., Ltd
Announcement on the forecast of daily connected transactions in 2022
The company and all members of the board of directors and the board of supervisors guarantee that the information disclosed is true and accurate
Accurate and complete, without false records, misleading statements or major omissions.
1、 Related party transactions
(I) overview of daily connected transactions
Maihe Siasun Robot&Automation Co.Ltd(300024) Automation Co., Ltd. (hereinafter referred to as "the company") and its subsidiaries
According to the current business cooperation with related parties and the needs of the company's business development, the company is expected to cooperate with the company's related party Shandong Jingdian Electromechanical Engineering Co., Ltd. and its subsidiaries in 2022
The company has daily related party transactions with a total amount of no more than RMB 80 million.
This connected transaction does not constitute the provisions of the measures for the administration of major asset restructuring of listed companies
The major asset reorganization of the company does not need to be approved by the relevant departments. According to the Shenzhen Stock Exchange
According to the GEM Listing Rules and other relevant laws and regulations, this day-to-day connected transaction is expected to
The accounting matters shall be approved by the general meeting of shareholders, and the related shares that have an interest in the related party transaction
Dong will avoid voting at the general meeting of shareholders.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party category related party related party transaction related party transaction estimated transaction as of the disclosure date the amount of the pricing principle of the content issued in the previous year has incurred amount generated amount
Accepting labor services: subcontracting of Shandong Jingdian Electromechanical Engineering Co., Ltd. and project contracting of market pricing 800000 0. Shenzhen Aoto Electronics Co.Ltd(002587) 81 Engineering Co., Ltd
And its subsidiaries
Note 1. The above estimated transaction amount is a forecast. It is uncertain whether the contract can be signed according to the forecast, and the final delivery is not excluded
There may be a large difference between the easy amount and the estimated amount.
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Difference between the ratio of the actual amount of the estimated transaction amount of the actual amount of the related transaction to the actual amount of the content amount of the related person of the related category and the estimated amount of similar businesses
Shandong Jingdian machine
Accept labor power engineering Co., Ltd. project subcontracting 258781 -- 2.80%--
The company and its subsidiaries
company
Disclosure date and index not applicable
The board of directors of the company's daily relationship
The actual situation of the transaction and the pre transaction are not applicable
If there is a big difference in the calculation, it indicates that the independent directors of the company have great influence on the daily management
Actual occurrence and inapplicability of joint transaction
It is expected that there are great differences
bright
Note 2 at the beginning of 2021, according to the actual situation, the company expects to cooperate with Shandong Jingdian Electromechanical Engineering Co., Ltd. and
There are few daily related party transactions with its subsidiaries, so it is not expected to conduct daily related party transactions with its subsidiaries, and the actual amount is up to
The standard of the board of directors has been deliberated at the 15th meeting of the Fourth Board of directors of the company, and the deliberated amount is 21.08 million yuan, others are from the mountain
The transaction amount of goods purchased / services received by dongjingdian Electromechanical Engineering Co., Ltd. did not meet the standards of the meeting.
2、 Introduction to related parties and related relationships
Shandong Jingdian Electromechanical Engineering Co., Ltd
Registered capital: 161.88 million yuan
Registered address: No. 580, North Ring Road, Zhucheng City, Weifang City, Shandong Province
Business scope: licensed projects: various engineering construction activities; Import and export of goods; Road goods
Cargo transportation (excluding dangerous goods). (projects that must be approved according to law shall be approved by relevant departments
The specific business items shall be subject to the approval documents or licenses of relevant departments
(2) general items: metal structure manufacturing; Metal structure sales; Manufacturing and processing of doors and windows; Sales of doors and windows; Construction of metal doors and windows; Landscape engineering construction; Wood processing. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Main financial data of 2021: as of December 31, 2021, the total assets were 442.95 million yuan and the net assets were 366.95 million yuan; In 2021, the operating revenue was 196.97 million yuan and the net profit was 12.78 million yuan.
Affiliated relationship: Mr. Wang Xuping, the shareholder, director and general manager of the company, indirectly holds the shares of Shandong Jingdian Electromechanical Engineering Co., Ltd. and its subsidiaries through Zhucheng Yilong Investment Co., Ltd. therefore, according to the company law and relevant laws and regulations, the corresponding counterparty belongs to affiliated enterprises.
Performance capability analysis: Shandong Jingdian Electromechanical Engineering Co., Ltd. operates normally, has good credit status and has good performance capability.
3、 Main contents of related party transactions
The pricing policy and basis of the company's related party transactions are: the principles of openness, fairness and impartiality, implemented at the market price and agreed price. The main content of related party transactions is to receive labor services.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions expected by the company are the daily operating transactions of the company, which are normal commercial transactions conducted on the basis of fairness and mutual benefit. They are based on the market or the assessed fair price, and do not harm the interests of the company and shareholders. They will not have a significant impact on the current and future financial status and operating results of the company, nor on the independence of the company, Therefore, there will be no significant dependence on the company's affiliates.
5、 Signing of related party transaction agreement
After the transaction is approved by the general meeting of shareholders, the board of directors will authorize the management to sign specific contracts with related parties within the scope of the resolution of the general meeting of shareholders. The agreement will come into force after being signed and sealed by both parties. 6、 Opinions of independent directors and intermediaries
(I) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
The independent directors carefully reviewed the proposal on the prediction of the company's daily related party transactions in 2022 submitted by the company in advance, understood the background of the related party transactions, and considered that the related party transactions were the needs of the company's normal operation and did not harm the interests of the company, subsidiaries and shareholders. We unanimously agreed to submit the proposal to the second meeting of the Fifth Board of directors for deliberation, and the related directors should avoid voting.
2. Independent directors' opinions
The independent directors have expressed their independent opinions on the proposal on the prediction of the company's daily related party transactions in 2022: the related party transactions expected to occur between the company and related parties in 2022 are based on the company's business needs, conducted on the basis of fairness and mutual benefit, will not damage the interests of the company and minority shareholders, and will not have an adverse impact on the company's sustainable operation ability and independence. When the board of directors of the company voted on the above connected transactions, the connected directors withdrew. The convening, convening, deliberation and voting procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to the above related party transactions. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) verification opinions of the recommendation institution
After verification, the sponsor believes that the expected matters of the company's daily related party transactions have been deliberated and approved at the second meeting of the Fifth Board of directors and the second meeting of the Fifth Board of supervisors, the related directors have avoided voting, and the independent directors have issued prior approval opinions and clearly agreed independent opinions on the proposal, which need to be submitted to the general meeting of shareholders for deliberation. The decision-making procedures for the expected matters of the company's daily connected transactions comply with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions.
The expected events of the company's daily related party transactions are all necessary for the company to carry out daily business activities. There is no situation that damages the interests of the company and non related shareholders and will not have an adverse impact on the independence of the company.
To sum up, the recommendation institution has no objection to the expected events of the company's daily connected transactions.
7、 Documents for future reference
1. Resolutions of the second meeting of the 5th board of directors;
2. Resolutions of the second meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the second meeting of the Fifth Board of directors;
4. Independent opinions of independent directors on matters related to the second meeting of the Fifth Board of directors; 5. Verification opinions of Anxin Securities Co., Ltd. on the daily connected transactions of Maher Siasun Robot&Automation Co.Ltd(300024) Automation Co., Ltd. in 2022;
6. Other documents required by SZSE.
Board of directors of maihe Siasun Robot&Automation Co.Ltd(300024) Automation Co., Ltd
April 25, 2022
