Securities code: Shenzhen Sunwin Intelligent Co.Ltd(300044) securities abbreviation: Shenzhen Sunwin Intelligent Co.Ltd(300044) Announcement No.: 2022046
Shenzhen Sunwin Intelligent Co.Ltd(300044)
Announcement on supplementary consideration of related party transactions and the expected borrowing limit of related parties 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
Contains, misleading statements or material omissions.
1、 Basic information of related party transactions
(I) review
Shenzhen Sunwin Intelligent Co.Ltd(300044) (hereinafter referred to as “the company” or “saiweizhi”) found through audit and self inspection during the preparation of the annual report in 2021 that the company had accepted free loans from related parties Zhou Yong, Zhao Yu, Shenzhen Haotian Hangyu Trading Co., Ltd. (hereinafter referred to as “Haotian Hangyu”) and Shenzhen Qianhai Junhan Technology Co., Ltd. (hereinafter referred to as “Qianhai Junhan”) in 2021, forming a related party transaction. The company held the 25th meeting of the 5th board of directors and the 12th meeting of the 5th board of supervisors on April 26, 2022, and considered and adopted the proposal on supplementary consideration of related party transactions and the expected loan limit of related parties in 2022. Related directors Zhou Yong, Zhao Yu, Zhou qiru and Ning Qunyi avoided voting, and 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. According to the relevant provisions of Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 7 – transactions and related party transactions, and the articles of association, although this transaction constitutes a related party transaction, it belongs to the company’s acceptance of financial assistance provided by related parties free of charge, which can be exempted from being submitted to the general meeting of shareholders for deliberation.
(II) supplementary disclosure of related party transactions
Due to daily business needs, the company accepted loans from related parties Zhou Yong, Zhao Yu, Haotian Hangyu and Qianhai Junhan in 2021. The amount of related party transactions is as follows:
Amount incurred by related parties (yuan)
Zhou Yong 3800589500
Zhao Yu 300000000
Haotian Hangyu 9000000000
Qianhaijunhan 20521000000
Total 33621589500
Note: by the end of 2021, the above related party transactions involving borrowing have been returned.
(III) estimated borrowing amount of related parties in 2022
In order to support the development of the company and ensure the capital needs of the company’s business development, after deliberation and approval by the board of directors, Mr. Zhou Yong, the actual controller and chairman of the company, plans to provide free loans to the company in 2022, with an estimated amount of no more than 100 million yuan.
2、 Basic information of participants
(I) Zhou Yong is the chairman of the company and the actual controller of the company;
(II) Zhao Yu is a director and senior executive of the company;
(III) Haotian Hangyu and Qianhai Junhan are the companies actually controlled by Ning Qunyi, the directors of the company. For the confirmation of the relationship, see the company’s disclosure on cninfo.com on June 10, 2021（ http://www.cn.info.com.cn. ）Rectification report on the decision of China Securities Regulatory Commission Shenzhen regulatory bureau to order the company to take corrective measures (Announcement No.: 2021070).
1. Basic information of Qianhai Junhan:
Company name: Shenzhen Qianhai Junhan Technology Co., Ltd
Date of establishment: May 22, 2017
Registered capital: 5 million yuan
Legal representative: Zhang Min
Registered address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (type of company settled in Shenzhen Qianhai: limited liability company equity structure: Zhang Min holds 80% equity and Tan Shuirong holds 20% equity. Business scope: general business items are: university logistics management services, property management services; education consulting, education investment, education training, conference services, wholesale and retail of teaching equipment, clothing, apartment accessories, daily necessities, books, newspapers, periodicals, electronic publications Wholesale and retail of 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; Investment consulting and management information (excluding the above); 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 after being approved by relevant departments) Qianhai Junhan is in normal business conditions, not a dishonest person to be executed, and there is no obstacle to the ability to perform the contract. The main financial data of Qianhai Junhan in recent two years are as follows:
202112.31 202012.31
Paid in capital: 500000000-
Total assets 96184347712883013286
Total liabilities 92969378793045128961
Net assets 321496892 -162115675
20212020
Operating income 74292450252641000
Net profit -163874331303628
2. Name of Haotian Hangyu basic information company: Shenzhen Haotian Hangyu Trading Co., Ltd
Date of establishment: October 12, 2015
Registered capital: 10 million yuan legal representative: Bao Degang
Registered address: 5 / F, unit 2, building a, block 03-01, zhenmeitong Fuyu Industrial Park, Zhenmei community, Xinhu street, Guangming District, Shenzhen
Company type: limited liability company (sole proprietorship of natural person)
Equity structure: Xie Haifeng holds 100% equity
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); Sales of edible agricultural products, Chinese trade, and import and export of goods and technologies.
(if the business operation of the enterprise involves pre administrative license, it can be operated only after obtaining the pre administrative license document). The licensed business items are: Sales of pre packaged food (including refrigeration and freezing)
Haotian Hangyu’s business condition is normal. It is not a person who has broken his promise, and there is no obstacle to the ability to perform the contract.
The main financial data of Haotian Hangyu in recent two years are as follows:
202112.31 202012.31
Paid in capital —
Total assets 2621061068103157066
Total liabilities 2935212958129103485
Net assets -31415189 -25946419
20212020
Operating income —
Net profit -5468770 -6173135
3、 Pricing policy and basis of related party transactions
(I) in 2021, the company accepted loans from related parties, and the transaction amount was determined based on the capital needs of the company’s normal operation. By the end of 2021, all payments have been returned, as follows:
1. The company’s loan from the related party Zhou Yong was repaid in May 2021. The company did not pay the relevant interest and provided funds for the related parties free of charge.
2. The company’s loan from the related party Zhao Yu was repaid in April 2021. The company did not pay the relevant interest and provided funds for the related parties free of charge.
3. The company’s loan from the related party Haotian Hangyu was repaid in March 2021. The company did not pay the relevant interest and provided funds for the related party free of charge.
4. The company’s loan from the related party Qianhai Junhan was repaid in December 2021. The company did not pay the relevant interest and provided funds for the related parties free of charge.
(II) for the loan proposed by Mr. Zhou Yong to the company in 2022, the company will not pay any interest and provide funds for related parties free of charge after negotiation with Mr. Zhou Yong.
4、 Main contents of related party transaction agreement
The above related party transactions without signing relevant agreements are the funds provided by related parties to the company free of charge to support the normal operation of the company. By the end of 2021 reporting period, all the above funds had been returned to related parties.
5、 Purpose of related party transactions and its impact on Listed Companies
As of December 2021, all loans received from related parties in the early stage have been settled. In 2022, the company borrowed from related parties mainly to further meet the needs of the company’s management and operation funds and meet the needs of the company’s business activities. The above borrowings are required by the normal operation of the company and will not affect the independence of the company and lead to the company’s dependence on related parties.
The board of directors of the company has requested the relevant departments of the company and its subsidiaries to attach great importance to the failure to timely perform relevant procedures for related party transactions in the early stage and strengthen the study of relevant regulations on related party transactions. The company will further strengthen internal control, improve the contract approval process, strictly perform the review and disclosure procedures of related party transactions, and prevent similar situations from happening again.
6、 Accumulated amount of various related party transactions with related parties from the reporting period to the disclosure date in 2021
In addition to the above transactions, from the beginning of 2021 to the disclosure date of this transaction, the amount of various related party transactions between the company and the above related parties (including other related parties controlled by the same subject or controlled by each other) is 0 yuan.
7、 Independent opinions of independent directors on related party transactions
This related party transaction has been approved by the independent directors of the company and agreed to be submitted to the board of directors for discussion. The independent directors attended the meeting and expressed their independent opinions with explicit consent. The independent directors of the company believed that the supplementary review of related party loans and the expected amount of related party loans in 2022 was in line with the articles of association and other relevant provisions, the transaction pricing followed the principles of fairness, impartiality and openness, did not cause losses to the company, did not cause material damage to the interests of the company and shareholders, and did not harm the company and shareholders, Especially the interests of minority shareholders. Relevant transactions are required by the company’s normal operation, will not affect the company’s independence and will not form dependence on related parties. The pricing will not affect the company’s daily operating conditions on the basis of market negotiation.
8、 Opinions of the board of supervisors
The board of supervisors of the company reviewed the above related party transactions and agreed to the above related party transactions. The board of supervisors believes that this connected transaction is the reasonable demand of the company’s operation and a market-oriented commercial transaction conducted on the basis of fairness, impartiality and openness. It is fair and reasonable. There is no behavior that damages the interests of the company and shareholders, will not damage the independence of the company, and the company will not rely on related parties.
9、 Documents for future reference
1. Resolution of the 25th meeting of Shenzhen Sunwin Intelligent Co.Ltd(300044) the 5th board of directors;
2. Resolution of the 12th meeting of Shenzhen Sunwin Intelligent Co.Ltd(300044) the 5th board of supervisors;
3. Independent opinions of Shenzhen Sunwin Intelligent Co.Ltd(300044) independent directors on matters related to the 25th meeting of the 5th board of directors.
It is hereby announced.
Shenzhen Sunwin Intelligent Co.Ltd(300044)
