Securities code: 002139 securities abbreviation: Shenzhen Topband Co.Ltd(002139) Announcement No.: 2022008 Shenzhen Topband Co.Ltd(002139)
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 falsehood
False records, misleading statements or material omissions.
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
Shenzhen Topband Co.Ltd(002139) (hereinafter referred to as “the company”) held the 19th meeting of the seventh board of directors on January 13, 2022, deliberated and adopted the proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. according to the daily business needs, the company and its subsidiaries, Shenzhen hexinda control system Co., Ltd Huizhou Tuobang Electric Technology Co., Ltd., Shenzhen Tuobang Lithium Battery Co., Ltd., Shenzhen Tuobang Supply Chain Service Co., Ltd. (hereinafter referred to as “the company and its subsidiaries”) and Shenzhen Jizhi optoelectronics Co., Ltd. (hereinafter referred to as “Jizhi light”) signed the procurement framework agreement with a total procurement amount of no more than 27 million yuan in 2022. In 2021, the total actual purchase amount of the company and its subsidiaries from jizhiguang was 20.6773 million yuan (tax included, Unaudited).
When voting on the proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. at the 19th meeting of the seventh board of directors of the company, affiliated directors Wu Yongqiang and Wu Hang avoided voting, and non affiliated directors adopted the proposal with 7 affirmative votes, 0 negative votes and 0 abstention votes. Independent directors also expressed corresponding independent opinions on the above matters.
According to relevant laws and regulations and the articles of association, the amount of the above related party transactions is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval.
2. Category and amount of estimated daily related party transactions
Unit: 10000 yuan
As of the disclosure date, the amount of pricing principle or estimated amount (tax included) of related party transactions of related party transactions in the previous year (including tax)
See the section “pricing policy 2700.00 86.00 2067.73 material display devices and pricing basis” of this announcement for the purchase of original jizhiguang
3. Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions proportion of actual amount of related party transactions actual amount actual amount actual amount and pre category related party capacity (tax included) (tax included) to the difference in the amount of similar businesses
Purchase variance amount of purchased raw materials
Material Jizhi light display device 2067.73 4000.00 0.32% 19322700 yuan, difference ratio 48.31%
Note: the above data has not been audited.
2、 Related person introduction and relationship
1. Basic information of jizhiguang
Legal representative: Wu Yonggang;
Registered capital: 500000 yuan;
Main business: Sales of optoelectronic devices, electronic components, electronic equipment and related products, production of digital tubes (operated according to the environmental protection Reply of Shenbao huanpi [2010] No. 680326), sales, goods, technology trade and import and export
Import and export business. (the above items do not include items requiring pre-approval and prohibited by laws, administrative regulations and decisions of the State Council);
Address: 601 (6th and 8th floors), building B9, Oriental Jianfu Yijing industrial city, Tianliao community, Yutang street, Guangming District, Shenzhen.
Latest financial data of jizhiguang (Unaudited)
Unit: 10000 yuan
Financial indicators September 30, 2021
Total assets 1887.06
Net assets 195.92
Main business income (January September) (excluding tax) 2087.87
Net profit (January September) 58.43
2. Relationship with the company
Wu Yonggang holds 100% of the shares of jizhiguang, has a brotherly relationship with Wu Yongqiang, the controlling shareholder and chairman of the company, and has a father son relationship with Wu Hang, the director of the company, which is in line with the provisions of item (IV) of article 6.3.3 and item (II) of article 6.3.6 of the stock listing rules of Shenzhen Stock Exchange.
3. Performance capability analysis
Jizhiguang has normal financial status, production and operation, has certain production delivery and business ability, and has good performance ability. As of the disclosure date of this announcement, jizhiguang has not been included in the list of dishonest Executees. 3、 Main contents of related party transactions
1. Pricing policy and basis
The pricing policy between the company and its subsidiaries and the above related parties is: if there is a market comparable price, it shall be priced with reference to the market price; When there is no market comparable price, it is priced by cost plus or agreement.
2. Settlement method and payment arrangement
Payment terms: after the products are delivered and accepted, the supplier shall check the accounts on time and issue the national legal VAT invoice within the time agreed by the purchaser, and the purchaser can arrange payment only after seeing the invoice.
Payment method: monthly settlement. The payment period is calculated based on the base date corresponding to the purchaser’s financial bill receipt date. If the supplier fails to reconcile or issue invoices in time, the settlement period shall be automatically postponed on a monthly basis.
3. Signing of related party transaction agreement
The company and its subsidiaries signed the procurement framework agreement with jizhiguang on January 13, 2022, which takes effect from the date of deliberation and approval by the board of directors and is valid until December 31, 2022. It is agreed that the total amount of transactions between the company and its subsidiaries and jizhiguang during the contract period shall not exceed RMB 27 million.
The procurement framework agreement also stipulates terms such as order, price commitment, product acceptance, quality assurance and responsibility, liability for breach of contract, dispute resolution, etc.
4、 Purpose and impact of related party transactions on the company
1. Purpose of related party transactions
Since the light-emitting display devices do not belong to the main raw devices of the company and its subsidiaries, the purchase quantity of each batch is small, which requires the timely and effective cooperation of suppliers. The company and its subsidiaries purchase such raw materials from jizhiguang, which is mainly engaged in light-emitting display devices such as nixie tubes. Under the unified payment conditions, jizhiguang can deliver products to the company and its subsidiaries in time and with good quality, so as to ensure that the normal production progress of the company and its subsidiaries will not be affected.
2. Impact on the company
The above transactions between the company and its subsidiaries and related parties are continuous transactions that normally occur in the process of production and operation. The transactions with related parties are conducive to ensuring the normal production and operation of the company, and the transaction price with related parties is fairly and reasonably determined according to the market conditions, without any behavior damaging the interests of the company and all shareholders.
In 2018, 2019 and 2020, the purchase amount (excluding tax) of the company from jizhiguang was 10.1781 million yuan, 10.3616 million yuan and 15.94 million yuan respectively, accounting for 0.35%, 0.40% and 0.39% of the annual purchase proportion respectively; Therefore, the amount of the above related party transactions is very low, accounting for a very low proportion of the company’s similar businesses. In 2022, the sales amount of the company and its subsidiaries to jizhiguang is expected to account for a small proportion of revenue, which basically has no impact on the company’s business independence, financial status and operating results, and the main businesses of the company and its subsidiaries will not rely on related parties due to such transactions.
5、 Opinions of independent directors and intermediaries
1. Prior approval and independent opinions of independent directors
The three independent directors of the company (Huang Yuegang, Hua Xiuping and Li Xumeng) agreed in advance to submit the above connected transactions to the board of directors for deliberation, and expressed the following independent opinions:
The transactions between the company and its subsidiaries and Shenzhen Jizhi optoelectronics Co., Ltd. are normal commercial transactions. The transaction price is determined fairly and reasonably according to the market price, does not violate the principles of openness, fairness and impartiality, does not damage the interests of the company and minority shareholders, and does not have a negative impact on the company’s future financial status, operating results and independence. The board of directors of the company reviewed the legality and compliance of the above related party transactions, and we agreed to the transactions between the company and its subsidiaries and Shenzhen Jizhi optoelectronics Co., Ltd.
2. Concluding opinions issued by the recommendation institution on daily connected transactions
After verification, China Securities Co.Ltd(601066) Securities believes that:
The proposal on signing the procurement framework agreement with Shenzhen Jizhi optoelectronics Co., Ltd. was considered and adopted at the 19th meeting of the seventh board of directors of the company. The related directors have avoided voting, and the independent directors of the company have expressed explicit consent to the above proposal. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, this proposal does not need to be submitted to the general meeting of shareholders for deliberation. The company has performed the necessary decision-making procedures and complied with the provisions of relevant laws and regulations and the articles of association.
6、 Documents for future reference
1. Resolution of the 19th meeting of the 7th board of directors.
2. Prior approval opinions of independent directors on daily related party transactions in 2022.
3. Independent opinions of independent directors on relevant matters.
4. China Securities Co.Ltd(601066) verification opinions on Shenzhen Topband Co.Ltd(002139) 2022 annual daily related party transactions and forward foreign exchange transactions.
5. Procurement framework agreement.
It is hereby announced.
Shenzhen Topband Co.Ltd(002139) board of directors January 15, 2022
