Securities code: 000851 securities abbreviation: Gohigh Data Networks Technology Co.Ltd(000851) Announcement No.: 2022-006
Gohigh Data Networks Technology Co.Ltd(000851)
Announcement of related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Gohigh Data Networks Technology Co.Ltd(000851) (hereinafter referred to as “company” or ” Gohigh Data Networks Technology Co.Ltd(000851) “), the subordinate companies rent houses from Telecommunications Research Institute Co., Ltd. (hereinafter referred to as “Telecommunications Research Institute”) and data communication science and Technology Research Institute (hereinafter referred to as “Data Institute”) as the company’s office space, with a total rent of 4068932.40 yuan.
2. Telecommunications Research Institute Co., Ltd. (hereinafter referred to as “Telecommunications Research Institute”) holds 13.04% of the shares of the company. The data institute belongs to the subordinate enterprises of Telecommunications Research Institute. According to article (III) of paragraph 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Telecommunications Research Institute and Data Institute belong to the related parties of the company, and the above transactions constitute related party transactions. 3. Gohigh Data Networks Technology Co.Ltd(000851) the 19th meeting of the ninth board of directors considered the proposal on the company and its subsidiaries renting real estate from related parties as office space. Mr. Fu Jinglin, the related director of the company, withdrew from voting on the above proposal in accordance with relevant regulations, and the non related directors with voting rights unanimously passed the above proposal. The independent directors of the company expressed independent opinions on the above connected transactions.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of counterparty
1. Telecommunications Science and Technology Research Institute Co., Ltd
Nature of enterprise: limited liability company (sole proprietorship of legal person)
Registered address: Zone 1, No. 40, Xueyuan Road, Haidian District, Beijing
Main office location: Zone 1, No. 40, Xueyuan Road, Haidian District, Beijing
Legal representative: Lu Guoqing
Registered capital: 780000 yuan
Main business: development, production and sales of communication equipment, electronic computers and external equipment, electronic software, radio and television equipment, optical fiber and optical cables, electronic components, other electronic equipment and instruments; System integration (except those specified by the state), communication, network, e-commerce, information security, radio and television technology development and technical services; Community and office property management; Heating and greening services; Flower and tree leasing; House maintenance and home decoration; Real estate rental and sale consultation; Property management consulting; Technology development, technology transfer and technology exchange; Department stores, mechanical and electronic equipment, building materials, hardware and electrical sales. (enterprises shall independently select business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Shareholders: China information and Communication Technology Group Co., Ltd. holds 100% of its equity, and the actual controller is the state owned assets supervision and Administration Commission of the State Council
Financial data: in 2020, the operating revenue was 15119479100 yuan and the net profit was 1473323800 yuan. As of December 31, 2020, the consolidated net assets were 18559.3851 million yuan. On September 30, 2021, the consolidated total assets were 41202.68 million yuan, the net assets were 19882.83 million yuan, the operating income from January to September 2021 was 10091.46 million yuan, and the net profit was 852.21 million yuan.
Description of affiliated relationship: Telecommunications Research institute holds 13.04% of the shares of the company. According to article (III) of paragraph 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Telecommunications Research Institute is regarded as an affiliated person of the company.
2. Name: Institute of data communication science and technology
Address: No. 40 Xueyuan Road, Haidian District, Beijing
Nature of enterprise: ownership by the whole people
Legal representative: Zhang Zhiheng
Registered capital: 66.682 million yuan
Main business: manufacturing developed products; Communication software, communication equipment, computer software and hardware, electronic products, communication system technology development, technical services, technology transfer, technical consultation and technical training; Sales of developed products; Communication and computer system integration; estate management; Leased houses and sites; Sponsor the Journal of data communication; Design and produce printed advertisements; Use its own data communication magazine to publish advertisements. (enterprises shall independently select business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
Shareholder and actual controller: Telecom Science and Technology Research Institute Co., Ltd
Financial data: the data are classified units, and the financial data cannot be provided.
Description of related relationship: the company’s related party telecommunications science and Technology Research Institute Co., Ltd. holds 100% equity of data communication science and Technology Research Institute. According to article (III) of paragraph 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, data communication science and Technology Research Institute is regarded as the related person of the company.
After inquiry, the telecommunications science and Technology Research Institute Co., Ltd. and the data communication science and Technology Research Institute are not dishonest Executees.
3、 Basic information of related party transactions
Transaction object:
Office building, No. 40, Xueyuan Road
The 11th floor of the scientific research complex building of Telecommunications Research Institute, with a total construction area of 1063.2 square meters; The total area of the third floor of the eighth research building is 2431 square meters. The above office buildings are located in the courtyard at No. 40, Xueyuan Road, Haidian District, Beijing.
4、 Pricing basis and policy of transaction
The rental price of office space is determined with reference to the surrounding prices.
Rental plot (㎡) time (day) amount (yuan) daily rental address
Telecom scientific research 1063.2 1513465.20 3.9 Institute on the 11th floor of scientific research complex building, No. 40 Xueyuan Road
Data center 365
2431 2555467.20 2.88 8th floor, internal research institute, No. 40, Xueyuan Road
Total 3494.2 4068932.40-
5、 Main contents of transaction contract
The company’s subsidiaries will sign house lease contracts with Telecom Research Institute and Data Institute respectively, and the pricing and area shall be signed in accordance with the relevant contents of “IV. pricing basis and pricing policy of transaction”, but the specific agreement has not been signed.
6、 Related party transactions do not involve other arrangements
7、 Transaction purpose and impact on Listed Companies
The rent level is in line with the market price level, and the leased area is equivalent to the business level of the company. This lease is conducive to business development and will not have an adverse impact.
8、 From January 1, 2022 to the date of this announcement, the company, the Telecommunications Research Institute and its affiliated units issued
Related party transactions are as follows: Daily related party transactions:
Unrelated credit and debt transactions:
As of the date of this announcement, the company and its subsidiaries had a total loan balance of 780 million yuan from Telecom Science and Technology Research Institute Co., Ltd. and its related parties.
Deliberation: the above loans were approved by the 41st meeting of the 8th board of directors and the 7th Meeting of the 9th board of directors
It was deliberated and adopted at the 9th meeting and the 9th meeting of the 9th board of directors; It has been reviewed and approved by the 2019 annual general meeting of shareholders, the first extraordinary general meeting of shareholders in 2021 and the 2020 annual general meeting of shareholders.
9、 Prior approval and independent opinions of independent directors
(1) Prior approval opinions of independent directors
The independent directors of the company made the following prior approval opinions on the company’s transaction:
The lease of office space from related parties complies with the relevant provisions of relevant laws, regulations and normative documents and the actual operation and development needs of the company. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. We agree to submit the proposal of this transaction to the board of directors of the company for deliberation.
(2) Independent opinions of independent directors
The independent directors of the company expressed independent opinions on the related party transactions as follows:
① It is the normal business activity of the company and its subsidiaries to rent the real estate of the related party shareholder Telecom Science and Technology Research Institute Co., Ltd. and its subsidiaries as office space, which is conducive to the normal development of various daily businesses of the company. ② This transaction follows the principles of fairness, impartiality and openness, and is conducted according to the fair market price. There is no situation that damages the interests of minority shareholders of the listed company, nor will it affect the independence of the listed company.
③ The procedures for the board of directors to convene and convene the deliberation of the related party transaction proposal comply with the provisions of relevant laws, regulations and the articles of association. The related directors avoided voting according to law when voting on the related party transaction, and other non related directors deliberated and adopted the proposal. In conclusion, the company is approved to conduct this connected transaction.
10、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The above external guarantees and related party transactions have been deliberated and adopted at the 19th meeting of the ninth board of directors of the company. For the company and its subsidiaries renting real estate from related parties as office space and related party transactions, the related directors have avoided voting, and the independent directors have expressed their prior approval opinions and agreed independent opinions. The above-mentioned external guarantees and related party transactions have yet to be considered by the general meeting of shareholders of the company, and the decision-making procedures comply with relevant regulations. Huarong securities has no objection to Gohigh Data Networks Technology Co.Ltd(000851) the above external guarantees and related party transactions.
11、 Documents for future reference
1. Resolutions of the 19th meeting of the 9th board of directors
2. Opinions of independent directors signed and confirmed by independent directors
3. Verification opinions of Huarong Securities Co., Ltd. on Gohigh Data Networks Technology Co.Ltd(000851) external guarantee and related party transactions
It is hereby announced.
Gohigh Data Networks Technology Co.Ltd(000851) board of directors January 12, 2022
