Securities code: Shenzhen Sunwin Intelligent Co.Ltd(300044) securities abbreviation: ST Saiwei Announcement No.: 2022045 Shenzhen Sunwin Intelligent Co.Ltd(300044)
Announcement on supplementary consideration of external financial assistance and related party transactions
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.
Important content tips:
Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as “the company”) is funded by Shenzhen Qianhai Junhan Technology Co., Ltd. (hereinafter referred to as “Qianhai Junhan”), with a financial subsidy amount of 445627 million yuan. As of December 30, 2021, the financial subsidy amount and capital interest of 537314130 yuan have been fully recovered.
1、 Overview of financial assistance
The company held the 25th meeting of the 5th board of directors on April 26, 2022, and considered and adopted the proposal on supplementary consideration of external financial assistance. The details are as follows:
From August 2017 to April 2021, the company paid Qianhai Junhan a total of 445627 million yuan in the name of consulting management fee and technical service fee, which constituted the company’s financial support to Qianhai Junhai. As of December 30, 2021, the above funds and the capital interest of 537314130 yuan have been fully recovered. This matter falls within the scope of article 7.2.12 of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020).
In order to further standardize the approval process, according to the provisions of article 7.1.13 of the Listing Rules of Shenzhen Stock Exchange gem (revised in December 2020), the company held the 25th meeting of the Fifth Board of directors on April 26, 2022 and considered and adopted the proposal on supplementary consideration of external financial assistance. According to the relevant regulations of Shenzhen Stock Exchange, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
Ning Qunyi, a related director, avoided voting, and the independent directors of the company expressed independent opinions on this related party transaction. This transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, nor does it constitute backdoor, so it does not need to be submitted to the relevant departments for approval.
2、 Basic information of the funded object
1. Company Name: Shenzhen Qianhai Junhan Technology Co., Ltd
2. Unified credit Code: 91440300ma5ej5lf2b
3. Date of establishment: May 22, 2017
4. Place of registration: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
5. Registered capital: 5 million yuan
6. Legal representative: Zhang Min
7. Company type: limited liability company
8. Equity structure: Zhang Min holds 80% equity and Tan Shuirong holds 20%
9. Business scope: general business items are: university logistics management services and property management services; Educational consultation, educational investment, educational training, conference services, wholesale and retail of teaching equipment, clothing, apartment accessories, daily necessities, wholesale and retail of books, newspapers, periodicals, electronic publications and audio-visual products; Organize cultural and artistic exchanges; Engaged in software and hardware sales, network services, technology development, technical services, technical consulting, technology transfer, repair and maintenance services of computers and databases; Weak current engineering design and installation, integrated network wiring, system integration and security technology; Technology development, technology transfer and consulting services in the field of Electronic Science and technology; Enterprise management consulting, business consulting, investment consulting and information consulting (the above items are not limited); China’s trade (excluding monopoly, exclusive control and monopoly commodities); Invest and set up industries (specific projects will be reported separately). (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments). The licensed business projects are: none
10. Financial status: main financial indicators in 2021
Amount of main financial indicators (yuan)
Total assets 9618434771
Total liabilities 9296937879
Total shareholders’ equity attributable to the parent company 321496892
Operating income 74292450
Net profit attributable to owners of parent company -16387433
Note: the above financial data have not been audited.
11. Qianhai Junhan’s business condition is normal, and he is not a dishonest executee.
12. According to the announcement on reply to the inquiry letter of semi annual report of Shenzhen Stock Exchange (Announcement No.: 2021103) issued by the company on September 8, 2021, Qian haijunhan is an enterprise controlled by Ning Qunyi, the director of the company, and has an associated relationship with the company.
13. The amount of financial assistance provided by the company to Qianhai Junhan in the previous fiscal year (2021) was 9.5 million yuan (included in 445627 million yuan), and all the funds have been returned.
3、 Main contents of financial assistance agreement
From August 2018 to April 2021, the total amount of 445627 million yuan generated between the company and Qian haijunhan in the name of consulting management fee and technical service fee are project expenditures without commercial substance.
4、 Financial aid risk analysis and risk control measures
As of December 30, 2021, all the above funds and interests have been recovered without harming the interests of the company. For the above major defects in the company’s internal control, the company has carried out self-examination and rectification from the board of directors and the operation and management, comprehensively sorted out the existing management system, division of responsibilities, business processes and implementation with source governance and process control as the core and standardized processes and risk prevention as the focus. And fulfill the corresponding decision-making procedures in accordance with laws and regulations and timely fulfill the obligation of information disclosure.
In order to actively promote the above work, the company has established a rectification leading group headed by Chairman Zhou Yong, which consists of seven special groups, including financial self inspection and rectification group, letter Phi self inspection and rectification group, internal control self inspection and rectification group, asset integration group, accounts receivable group, human resources group and production and operation group. At the same time, professional compliance legal counsel, letter Phi consultant and other professional teams have been hired to promote the standardization, procedure and Systematization to promote the healthy, sustainable and stable development of the company.
5、 Opinions of the board of directors
The board of directors of the company believes that due to the failure of relevant business departments and relevant personnel of the company to accurately judge and inform, the above financial assistance fails to perform the corresponding approval procedures in advance, which increases the capital security risk of the company. The above financial assistance has recovered all principal and interest without harming the interests of the company. The board of directors agreed to the proposal on supplementary consideration of external financial assistance and related party transactions. This matter does not need to be submitted to the general meeting of shareholders for deliberation. The company will further strengthen its internal control, improve the approval system and process of financial fund management, improve the standardization of fund management, strengthen the inspection and supervision of internal control system, and prevent similar situations from happening again.
6、 Opinions of the board of supervisors
The board of supervisors of the company believes that due to the failure of relevant business departments and relevant personnel of the company to accurately judge and inform, the above financial assistance fails to perform the corresponding approval procedures in advance, which increases the capital security risk of the company. The above financial assistance has recovered all principal and interest without harming the interests of the company. The board of supervisors of the company agreed to the proposal on supplementary consideration of external financial assistance and related party transactions. This matter does not need to be submitted to the general meeting of shareholders for deliberation. The board of supervisors of the company will strengthen the supervision of the company’s funds, strengthen the inspection of internal control system, and prevent and prevent the recurrence of similar situations.
7、 Opinions of independent directors
After review, we believe that the company has recovered all principal and interest on December 30, 2021 for the supplementary consideration of external financial assistance, which has not harmed the interests of the company and all shareholders. This supplementary review procedure meets the requirements of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange, normative documents and the articles of association. We clearly agree with this supplementary review on the provision of financial assistance to foreign countries. In view of the fact that the company failed to identify and make an accurate judgment in time and submit it to the board of directors for consideration when the above-mentioned external financial assistance occurred, all independent directors reminded the company and relevant departments to pay high attention, strengthen the internal management of the company, improve the standard operation level of the company, and prevent and prevent the recurrence of similar situations.
8、 Accumulated amount of financial assistance and overdue amount
The amount of financial assistance reviewed by the board of directors is 445627 million yuan. After providing financial assistance this time, the total balance of financial assistance provided by the company and its holding subsidiaries to units outside the consolidated statements was 445627 million yuan, accounting for 2.69% of the company’s latest audited net assets. There was no overdue financial assistance. The aforesaid financial assistance and interest have been fully repaid.
9、 Documents for future reference
(I) resolutions of the 25th meeting of the 5th board of directors;
(II) resolutions of the 12th meeting of the 5th board of supervisors;
(III) independent opinions of independent directors on relevant proposals of the 25th meeting of the Fifth Board of directors. It is hereby announced.
Shenzhen Sunwin Intelligent Co.Ltd(300044) board of directors
April 28, 2002
