Securities code: 600756 securities abbreviation: Inspur Software Co.Ltd(600756) Announcement No.: pro 2022-005 Inspur Software Co.Ltd(600756)
Announcement on adjusting daily connected transactions in 2021
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: the adjustment of daily connected transactions does not need to be submitted to the general meeting of shareholders for deliberation.
Avoidance of related directors: the 12th meeting of the ninth board of directors considered and adopted the proposal on adjusting the daily related transactions in 2021. Related directors Wang Baihua, Zhang Ge and Wang Bing avoided voting and did not exercise voting rights on behalf of other directors. The other three non affiliated directors with voting rights participated in the voting.
Purpose of related party transaction and its impact on the company: this related party transaction is a daily related party transaction required by the company's daily operation, and has no significant impact on the company's normal operation and financial status. This transaction will not affect the independence of the company, and the company's main business will not rely on related parties.
1、 Basic information on adjusting daily connected transactions in 2021
(I) review procedures for the performance of daily connected transactions
On January 21, 2022, Inspur Software Co.Ltd(600756) (hereinafter referred to as "the company" or "the company") held the 12th meeting of the ninth board of directors. The meeting deliberated and adopted the proposal on adjusting the daily connected transactions in 2021. The connected directors Wang Bohua, Zhang Ge and Wang Bing have avoided voting, which is in line with relevant national regulations and the articles of association, The voting results are: 3 affirmative votes, 0 negative votes and 0 abstention votes. According to the articles of association and other relevant provisions, the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company approved the above proposal in advance and agreed to submit the proposal to the board of directors for deliberation. The independent directors believe that the adjustment of daily related party transactions is the normal demand of the company's daily business activities. The transaction price is based on the market price and follows the principle of fair and reasonable pricing, which will not affect the independence of the company, and the company's main business will not rely on related parties due to the above transactions, without adverse and significant impact on the company's financial status and operating results, There is no situation that damages the interests of the company and all shareholders. When the board of directors of the company deliberated the proposal, the related directors Wang Baihua, Zhang Ge and Wang Bing have avoided voting, and the voting procedures comply with the provisions of relevant laws and regulations and the articles of association.
(II) adjustment of daily related party transactions
The 2020 general meeting of shareholders of the company deliberated and approved the proposal on the expected daily connected transactions in 2021.
In 2021, due to the change between the actual situation and the forecast at the beginning of the year, the related party transactions of the company and related units in 2021 have changed from the original forecast, so the original forecast needs to be adjusted. The daily related party transactions to be adjusted are as follows:
Related party transactions were originally estimated to be 2021. After the adjustment date, the annual daily related party transactions of related parties in 2021 are constant. The annual daily related party transaction pricing method is easy amount (RMB 10000) amount (RMB 10000) easy amount (RMB 10000)
Inspur Software Co.Ltd(600756) Group Co., Ltd. - 200 200 agreement pricing
To the related person Shandong health care big data agreement pricing Co., Ltd. - 50
Sales of Inspur Software Co.Ltd(600756) Technology Co., Ltd. agreement priced products, commodities, 10000 3000 13000
Providing labor services Inner Mongolia Inspur Electronic Information Industry Co.Ltd(000977) technology agreement pricing Co., Ltd. 100 200
Subtotal 10100 3350 13450-
Inspur Electronic Information Industry Co., Ltd. 7500 - 500 7000
Inspur Software Co.Ltd(600756) Technology Co., Ltd. 7600 3000 10600 agreement pricing
Inspur Shike (Shandong) information agreement pricing Technology Co., Ltd. 1700 800 2500
Shandong Inspur aigou cloud chain information agreement pricing and raw material technology Co., Ltd. - 300
Shandong Inspur Yunman intelligent technology agreement pricing Co., Ltd. 300 100 400
Shandong Inspur new infrastructure technology agreement pricing Co., Ltd. - 600
Subtotal 17100 4300 21400-
Payment to guanlangchao Group Co., Ltd. 300 400 700 agreement pricing
Shandong Inspur industrial internet protocol pricing lease and Hydropower Industry Co., Ltd. - 300
Subtotal 300 700 1000-
2、 Introduction and relationship of related parties
1. Basic information:
On February 3, the registered capital was 1024376735 yuan, and the legal representative was Zou Qingzhong.
The business scope of the company mainly includes: development, production and sales of commercial password products (the validity period is subject to the license); Production and sales of computers and software, electronic and communication equipment (excluding radio transmitting equipment); Import and export business within the scope of the license; Electrical machinery, hardware and electrical sales; Computer application, rental and computer personnel training services; Intelligent engineering design and construction (operated with qualification certificate); Design, development, production, sales, installation and construction of integrated circuits, semiconductor light-emitting materials, tube core devices and lighting application products; House leasing and property management; Equipment leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Address: No. 1036, Gaoxin Langchao Road, Jinan, Shandong Province. Main financial data (Unaudited) as of September 2021: total assets of RMB 11904644900, net assets of RMB 1852240400, main business income of RMB 81.9108 million and net profit of RMB 70.1311 million.
(2) Inspur Software Co.Ltd(600756) Technology Co., Ltd.: the enterprise type is other limited liability company, the date of establishment is February 29, 2020, the registered capital is 3800 million yuan, and the legal representative is Wang Yangong. The business scope of the company mainly includes: general projects: information technology consulting services; Software development; Information system integration service; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Manufacturing of communication equipment; Sales of communication equipment; Network equipment manufacturing; Network equipment sales; Internet data services; Manufacturing of computer software, hardware and peripheral equipment; Retail of computer software, hardware and auxiliary equipment; Manufacturing of mechanical and electrical equipment; Sales of mechanical and electrical equipment; Cloud computing equipment manufacturing; Sales of cloud computing equipment; Manufacturing of refrigeration and air conditioning equipment; Sales of refrigeration and air conditioning equipment; Manufacturing of mobile terminal equipment; Sales of mobile terminal equipment; Manufacturing of household appliances; Television manufacturing; Sales of household appliances; Manufacturing of film and television recording and playback equipment; Radio and television equipment manufacturing (excluding radio and television transmission equipment); Sales of radio and television transmission equipment; Education consulting services (excluding education and training activities involving license approval); Wholesale of auto parts; Sales of building materials; Non residential real estate leasing; estate management; Mechanical equipment leasing; Advertising design and agency; Corporate image planning; Conference and exhibition services; Camera and video production services; Import and export of goods; Sales of class I medical devices; Sales of class II medical devices. (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license) licensed projects: Class II value-added telecommunications services; Manufacturing of radio and television transmission equipment; Construction project construction; Building intelligent system design; The third category of medical device business. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments). Address: Langchao science and Technology Park, No. 1036, Langchao Road, Jinan area, China (Shandong) pilot free trade zone. Main financial data (Unaudited) as of September 2021: total assets of 10483.3457 million yuan, net assets of 3523.4522 million yuan and main business income
(3) Inspur Electronic Information Industry Co.Ltd(000977) : the enterprise type is a joint stock limited company, established on October 28, 1998, with a registered capital of 14537213100 yuan and a legal representative of Peng Zhen. The business scope of the company mainly includes: general items: computer software, hardware and peripheral equipment manufacturing; Wholesale of computer software, hardware and auxiliary equipment; Retail of computer software, hardware and auxiliary equipment; Internet equipment sales; Internet equipment manufacturing; Software development; Software sales; Manufacturing of communication equipment; Sales of communication equipment; General equipment manufacturing (excluding special equipment manufacturing); Manufacturing of special electronic materials; Research and development of special electronic materials; Sales of electronic special materials; Manufacturing of refrigeration and air conditioning equipment; Sales of refrigeration and air conditioning equipment; Manufacture of clocks and timepieces; Sales of clocks and timepieces; Sales of calculator equipment; Toy manufacturing; Toy sales; Manufacturing of teaching models and teaching aids; Sales of teaching models and teaching aids; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Leasing of computer and communication equipment; Computer and office equipment maintenance; Non residential real estate leasing; Engineering and technical research and test development; Engineering management services; Information system integration service; Manufacture of transformers, rectifiers and inductors; Manufacturing of distribution switchgear and control equipment; Distribution switch control equipment sales; Battery manufacturing; Battery sales; Manufacturing of forgings and powder metallurgy products; Sales of forgings and powder metallurgy products; Metal structure manufacturing; Metal structure sales; Glass manufacturing; Manufacturing of metal materials; Sales of metal materials; Spraying processing; Cloud computing equipment manufacturing; Sales of cloud computing equipment; Information technology consulting services; Network technology services; Intelligent control system integration; Manufacturing of information security equipment; Sales of information security equipment; Network and information security software development; Manufacturing of digital video monitoring system; Sales of digital video surveillance system (except for the items subject to approval according to law, carry out business activities independently according to law with the business license): import and export agency; Technology import and export; Import and export of goods; Various engineering construction activities; Construction engineering design; Building intelligent system design; Building intelligent engineering construction (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results). Address: No. 1036, Langchao Road, Jinan City. Main financial data (Unaudited) as of September 2021: total assets of 48674288700 yuan, net assets of 16022895200 yuan, main business income of 46247086500 yuan and net profit of 135496300 yuan.
(4) Inspur Software Co.Ltd(600756) Group Co., Ltd.: the enterprise type is other limited liability company, the date of establishment is May 11, 2000, the registered capital is RMB 2 million, and the legal representative is Wang Hongtian. The business scope of the company mainly includes: value-added telecommunications services within the scope of license approval (the validity period shall be subject to the license); Technical development, production, sales and technical consultation of computer software and hardware and external equipment, wireless data terminal, smart TV, all-in-one machine, TV receiving set-top box, self-service terminal products and electronic equipment
