Securities code: Hitevision Co.Ltd(002955) securities abbreviation: Hitevision Co.Ltd(002955) Announcement No.: 2022049 Hitevision Co.Ltd(002955)
Announcement on increasing the estimated amount of daily connected transactions of the company 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 new daily connected transactions
1. Hitevision Co.Ltd(002955) (hereinafter referred to as "the company") held the 12th meeting of the second board of directors on April 27, 2022, deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022. It is estimated that the company and its subsidiaries intend to have daily connected transactions with related parties with an amount of about 9.4 million yuan in 2022. For details, please refer to cninfo.com on the same day（ http://www.cn.info.com.cn. ）, announcement on the prediction of the company's daily connected transactions in 2022 (2022018) on the securities times, China Securities News, Shanghai Securities News and Securities Daily.
2. On May 23, 2022, the company held the 14th meeting of the second board of directors, deliberated and approved the proposal on capital increase and related party transactions of wholly-owned subsidiaries and the proposal on increasing the estimated amount of daily related party transactions of the company in 2022. In order to fully focus on the main business of education and technology and promote the sustainable development of Xinxian Technology Co., Ltd. (hereinafter referred to as "Xinxian technology"), the board of directors of the company agreed that Mr. Wang Jing, the director of the company, Tianjin Xincheng enterprise management partnership (limited partnership) and Gongqingcheng Xinfu investment partnership (limited partnership) would increase the capital of Xinxian technology, with a total amount of RMB 100 million. The company waived its preemptive right to the above-mentioned capital increase, The proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. After the transaction is completed, the proportion of equity held by the company in Xinxian technology will be reduced from 100% to 37.5%. At the same time, Xinxian technology will be actually controlled by Mr. Wang Jing, the director of the company. According to article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, Xinxian technology will become a related party of the company. Now considering that after the capital increase of Xinxian technology is completed, in order to meet the business development needs of the company and Xinxian technology, the company and its subsidiaries plan to increase the estimated amount of daily connected transactions with related parties Xinxian technology and its subsidiaries in 2022 by 190 million yuan.
Based on the principle of prudence, related directors Mr. Wang Jing, Mr. Xing Xiuqing and Mr. Zhang Shujiang avoided the voting of the above proposal. The above proposal has obtained the independent opinions approved by the independent directors in advance and agreed by the independent directors. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the management system of related party transactions, the above proposal needs to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation. At the same time, the proposal on capital increase and related party transactions of wholly-owned subsidiaries is a prerequisite for the deliberation and approval of the proposal on increasing the estimated amount of daily related party transactions of the company in 2022, Related shareholders will avoid voting on the proposal at the general meeting of shareholders.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
(II) it is expected to increase the category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions related party transactions related party transactions are scheduled for 2022. As of the disclosure date, the expected amount of category content price principle in 2021 has been generated
New line Technology Co., Ltd
Pricing 18000 to related person limited company and its sales commodity market
Sales subsidiaries
Products, commodities
Subtotal 18000
New line Technology Co., Ltd
Price 1000 yuan from related person limited company and its purchased goods market
Purchasing subsidiaries
Products and commodities
Subtotal 1000 0
Note: Xinxian Technology Co., Ltd. will become a related party of the company after the capital increase is completed. As of the disclosure date, Xinxian technology is still a wholly-owned subsidiary of the company, so the amount of related party transactions is 0.
2、 Related person introduction and relationship
Xinxian Technology Co., Ltd
1. Basic information
Approved establishment time: September 18, 2014
Registered capital: 90 million yuan
Unified social credit code 9111010839 Hefei Taihe Intelligent Technology Group Co.Ltd(603656) x0
Address: room c1102, 10 / F, block C, No. 9, Shangdi Third Street, Haidian District, Beijing
Enterprise type: limited liability company (sole proprietorship of legal person)
Legal representative: Wang Jing
Technology development, technology transfer, technical consultation and technical services; Computer service system; Basic software services; Application software services; Sales of computers, software and auxiliary equipment, electronic products, mechanical equipment, metal materials, cultural goods, sporting goods and self-developed products; The business scope of the board of directors is to provide services; Undertake exhibition activities; Leasing computer and communication equipment; Economic and trade consultation; Technology import and export, goods import and export, agent import and export. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law 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 national and municipal industrial policies.
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2. Key financial data
Unit: 10000 yuan
Project 2022.3.31
Total assets 1579008
Net assets 241781
First quarter of 2022
Operating income 143517
Net profit -812.08
Note: the financial data of the first quarter of 2022 in the above table has not been audited; It is the consolidated caliber data of Xinxian technology and its subsidiaries. 3. Relationship with listed companies
The company held the 14th meeting of the second board of directors on May 23, 2022, and deliberated and passed the proposal on capital increase and related party transactions of wholly-owned subsidiaries and the proposal on increasing the estimated amount of daily related party transactions of the company in 2022. The above proposal needs to be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation. The directors of the company, Mr. Wang Jing, Tianjin Xincheng and Gongqingcheng Xinfu, plan to increase the capital of Xinxian technology, with a total amount of RMB 100 million. The company waives the preemptive right to the above-mentioned capital increase. After the transaction is completed, the proportion of equity held by the company in Xinxian technology will be reduced from 100% to 37.5%. At the same time, Xinxian technology will be actually controlled by Mr. Wang Jing, the director of the company, According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Xinxian technology will become a related party of the company.
4. Description of performance capability analysis
The above-mentioned related parties are not dishonest Executees. The related party company has normal production and operation, good financial status and credit standing, good performance ability, and no illegal occupation of the funds of the listed company.
3、 Main contents of related party transactions
For the related party transactions of products and commodities to be sold between the company and its subsidiaries and Xinxian technology and its subsidiaries, both parties negotiate and determine the transaction price with reference to the market fair price, and sign the contract according to the principle of fairness and impartiality. The pricing is fair and reasonable, and the payment accounting period is the same as that of non related parties. There is no significant dependence on related parties and transfer of benefits through related party transactions. The company and its subsidiaries will sign relevant related party transaction agreements with related parties within the above estimated transaction amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
The increased amount of daily related party transactions of the company is estimated based on the normal production and operation needs of the company, its holding subsidiaries and related parties, which is a normal and reasonable business behavior.
The related party transactions between the company and its related party Xinxian technology and its subsidiaries are conducted in accordance with the principles of voluntariness, equality, mutual benefit, fairness and fairness, and there is no situation that damages the interests of the company's shareholders, the company and its subsidiaries. The company will not rely on related parties because of the above transactions, nor will it affect the independence of the company.
5、 Opinions of independent directors and intermediaries
(I) prior approval opinions of independent directors
The company and its subsidiaries intend to increase the amount of daily connected transactions in 2022, which is a reasonable prediction made by the company and its subsidiaries according to the subsequent business planning. The prices of the above-mentioned related party transactions are based on the fair market prices, determined by both parties through negotiation, and follow the principle of fairness and reasonableness. There is no harm to the interests of the company and shareholders, which will not have an adverse impact on the company's financial status, operating results and cash flow, and will not have an adverse impact on the independence of the company. In conclusion, we unanimously agree to submit the proposal on increasing the estimated amount of daily connected transactions of the company in 2022 to the 14th meeting of the second board of directors for deliberation, and the connected directors need to avoid voting. (II) independent opinions of independent directors
After verification, the independent directors believe that the company's increase in the estimated amount of daily connected transactions in 2022 is based on the actual production and operation needs of the company, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and there is no business dependence on related parties due to connected transactions, which will not have a significant adverse impact on the financial status and operating results of the company. When the board of directors deliberated and voted on the company's connected transactions, the connected directors avoided voting according to the regulations, and the decision-making procedures of connected transactions comply with the relevant provisions of relevant laws and regulations, the articles of association and the rules of procedure of the board of directors. Therefore, we unanimously agree to the proposal on increasing the estimated amount of daily connected transactions of the company in 2022 and agree to submit the proposal to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Documents for future reference 1. Resolutions of the 14th meeting of the second board of directors; 2. Prior approval opinions of independent directors on matters related to the 14th meeting of the second board of directors; 3. Independent opinions of independent directors on matters related to the 14th meeting of the second board of directors. It is hereby announced.
Hitevision Co.Ltd(002955) board of directors may 24, 2022
