Securities code: Hangzhou Century Co.Ltd(300078) securities abbreviation: Hangzhou Century Co.Ltd(300078) Announcement No.: 2022037 bond Code: 123096 bond abbreviation: Sichuang convertible bond
Hangzhou Century Co.Ltd(300078)
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
On April 27, 2022, Hangzhou Century Co.Ltd(300078) (hereinafter referred to as "the company") held the 9th meeting of the 5th board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. Based on the needs of daily production and operation, Yihui Technology Co., Ltd. (hereinafter referred to as "Yihui technology"), a wholly-owned subsidiary of the company, is expected to have daily connected transactions with affiliated legal persons Hangzhou lianfan Technology Co., Ltd. (hereinafter referred to as "lianfan technology") and Suzhou Zhikang information Technology Co., Ltd. (hereinafter referred to as "Suzhou Zhikang") with a total amount of no more than 49 million yuan in 2022. Including software and hardware sales and procurement, service fees. The actual amount of daily connected transactions in 2021 was 577561 million yuan.
In view of the fact that Mr. Sun Xinjun, a related director, left office after the expiration of the term of office of the Fourth Board of directors of the company on August 18, 2021, there is no need for the related director to avoid voting in the deliberation of the proposal on the prediction of daily related party transactions in 2022. The independent directors expressed their prior approval opinions and independent opinions. The above proposals are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
The company has estimated the daily related party transactions in 2022, as follows:
Unit: RMB 10000
The pricing of related party transactions was originally estimated to be 2022. As for the actual type of related party transactions by the end of the previous year, the amount incurred from the transaction amount to the disclosure date
Nursing management and marketing
Lianfan technology diagnosis, infusion and mobile protection rules 2 Shanghai Huitong Energy Co.Ltd(600605) .13175988
Handheld hospital, market original
Suzhou Zhikang unified settlement standard 150045.04 849.50 sets, Internet hospital
Subtotal -- 4100650.17260938
Lianfan technology mobile nursing terminal market was originally 400 6.37 49.24, while the hardware and equipment of related parties were
The original 400 0.00 28.18 products and commodities in Suzhou Zhikang information integration platform market are sold
Subtotal -- 800 6.37 77.42
Total -- 4900656.54268680
(III) actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Actual amount of related party transactions in 2021 actual amount of transactions in 2021 expected amount of transactions in 2021 actual amount of transactions in easy-to-use people content amount of similar business proportion and expected amount difference (%)
Lianfan nursing tube 1759881800 4.85% - 2.23% science and technology, science and clinic
infusion
Suzhou palmtop medicine 849.5 1500 2.34% - 43.37% Zhikang hospital, unified
Settlement platform
Jianhaiyun follow-up Department 949.5 1400 2.62% - 32.18% to related technology systems and patients
Human procurement service platform
Product Shanghai electronic medical record 2036212100 5.62% - 3.04% Zexin
Shenzhen outpatient mat 21.24 30 0.06% - 29.20% intelligent medical record and clinical
Bed assisted diagnosis
break
Subtotal 561633683015.49%
Lianfan mobile nursing 49.24 100 0.12% - 50.76% technology terminal hardware
And equipment
Sell Zhikang platform to 28.18 200 0.07% - 85.91% of the people associated with Suzhou information integration
Products, Jianhai information integration 21.86 200 0.05% - 89.07% commodity technology platform
Shanghai Information Integration 0 200 0.00% - 100.00% Zexin platform
Subtotal - 99.28 700 0.24%-
The main reason for the board of directors of the company's daily related party transactions is that Yihui technology conducts daily related party transactions with the prospective party based on the actual market demand, business development and the actual occurrence of related party transactions. Therefore, Yihui technology will make timely and appropriate adjustments to the description of transactions with large differences according to the actual demand.
The independent directors of the company timely and appropriately adjusted the related party transactions of guanyihui technology according to the actual needs, and followed the principle of "fairness, the actual occurrence of the joint transaction and pre fairness and fairness". The transaction matters comply with the market principle, the decision-making procedures are legal, and there are large differences in the transaction and calculation, which indicates that the pricing is easy to be fair and reasonable, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders.
2、 Introduction to related persons and relationships
(I) lianfan Technology
Hangzhou lianfan Technology Co., Ltd., legal representative Xu Guoxiao, with registered capital of 6428571 million yuan, registered address: room 701-1, building 17, No. 1008, yearning street, Cangqian street, Yuhang District, Hangzhou, Zhejiang Province. Business scope: technology development, technical service, achievement transfer: computer software, hardware, system integration, network information engineering, industrial automation control system; Wholesale and retail: computer hardware and accessories, network equipment, intelligent automation equipment, electromechanical equipment, class I and class II medical devices (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments). The audited net assets of lianfan are RMB 13506400 yuan, and the net assets of lianfan in 2021 are mainly RMB 4.0547 million yuan.
The company and its subsidiary Yihui Technology Co., Ltd. jointly hold 44.88% equity of lianfan Technology Co., Ltd., which is a joint-stock company of the company. Mr. Sun Xinjun, the then director of the company, also served as its director. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, lianfan Technology is an affiliated legal person of the company.
(II) Suzhou Zhikang
Suzhou Zhikang Information Technology Co., Ltd., legal representative: Zhao Xiaoming, registered capital: 5.6061 million yuan, registered address: International Science and Technology Park, No. 1355, Jinjihu Avenue, Suzhou Industrial Park
11A3-A4(11A2）。 Business scope: undertaking computer software development, computer network engineering and technical services; Enterprise management consulting services; R & D and sales: computer hardware and software and accessories, network equipment, intelligent terminal equipment, electronic products, electromechanical equipment, computer system integration. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). The unaudited main financial data of Suzhou Zhikang in 2021: the total assets are 230846 million yuan, the net assets are 6.3292 million yuan, the operating income is 208568 million yuan and the net profit is 1.0393 million yuan in 2021.
Yihui technology holds 4.46% equity of Suzhou Zhikang, which is a joint-stock company of the company. Mr. Sun Xinjun, the then director of the company, served as its director. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, Suzhou Zhikang is an affiliated legal person of the company.
3、 Performance capability analysis
The above-mentioned related parties with related party transactions with the company exist and operate in accordance with the law. The company has normal production and operation, good financial status and credit status, and has relevant payment and performance ability. The relevant related party transactions are required for normal operation and production, the pricing is fair, and there is no risk of failure to perform normally.
4、 Main contents of related party transactions
The daily related party transactions between Yihui technology and the above related parties are mainly the procurement required for daily production and operation activities. Both parties to the transaction shall follow the principle of fairness and justice, take the market price as the pricing basis, and the price shall be determined through negotiation by both parties in accordance with the principles of voluntariness, equality and mutual benefit. The price shall be fair and reasonable.
5、 Purpose of related party transactions and its impact on the company
The above related party transactions are necessary for the daily production and operation of Yihui technology, a wholly-owned subsidiary. Through related party transactions, it is conducive to give full play to the synergy of products and technologies with related parties. The related transactions follow the principles of fairness, impartiality and openness and are based on the fair market price. There is no situation that affects the independence of the company and damages the interests of shareholders of the company, especially small and medium-sized shareholders.
6、 Prior approval and independent opinions of independent directors on the company's daily connected transactions in 2022 (I) prior approval opinions of independent directors on the company's daily connected transactions in 2022
We have carefully reviewed the proposal on the prediction of daily related party transactions in 2022 submitted by the company and believe that the expected amount of daily related party transactions in 2022 is required for the daily production and operation of Yihui technology, a wholly-owned subsidiary. Through relevant related party transactions, it is conducive to give full play to its synergy with related parties, and the transaction price is based on the market fair price and follows the principles of fairness, impartiality and openness, It is in line with the overall and long-term interests of the company, and there is no situation that affects the independence of the company and damages the interests of shareholders, especially minority shareholders. We agree to submit the proposal to the board of directors of the company for deliberation.
(II) independent opinions of independent directors on the prediction of the company's daily connected transactions in 2022
According to the relevant provisions of the GEM Listing Rules of Shenzhen Stock Exchange, after careful and responsible review of the company's implementation of daily related party transactions in 2021 and the detailed information expected for daily related party transactions in 2022, combined with the verification of related parties of relevant transactions, we believe that:
1. The daily connected transactions of the company in 2021 are in line with the 28th meeting of the 4th board of directors held on April 28, 2021 and the 5th board of directors held on December 28, 2021
