Stock code: 300328 Stock abbreviation: Yi'an Technology Announcement No .: 2020-021
Dongguan Yian Technology Co., Ltd.
Announcement on signing equipment sales contract and related party transaction
All members of the company and the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Overview of the transaction
(1) Basic situation
On April 8, 2020, Dongguan Yi'an Technology Co., Ltd. (hereinafter referred to as "Company" or "Yi'an Technology" or "Party B") and Ningde Sanxiang Liquid Metal Technology Co., Ltd. (hereinafter referred to as "Ningde Sanxiang" or "Ningde Sanxiang" or "Party B") "Party A") jointly signed the "Equipment Sale Contract" (hereinafter referred to as "this connected transaction"), Ningde Sanxiang agreed to purchase 10 units of liquid metal machinery and equipment of two types and specifications from Yi'an Technology, with a total amount of RMB 30.8 million yuan.
(2) Description of association relationship
The shareholders of Ningde Sanxiang are Yi'an Technology and Ningde Sanxiang Zirconium Magnesium Industry Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Sanxiang Zirconium Magnesium"). Yi'an Technology's contribution to Ningde Sanxiang is 40 million yuan, and the shareholding ratio is 40%. Sanxiang Zirconium and Magnesium's contribution to Ningde Sanxiang is 60 million yuan, and the shareholding ratio is 60%. Ningde Sanxiang is suitable According to the "Shenzhen Stock Exchange GEM Stock Listing Rules" and other provisions of the company's shareholding company, Ningde Sanxiang is a connected legal person of the company, so the company and the related legal person Ningde Sanxiang jointly signed the equipment sales contract to constitute a connected transaction.
(3) Examination and approval
On April 8, 2020, the third meeting of the fourth board of directors of the company reviewed and approved the
"Proposal on Preparation of Sale and Purchase Contracts and Related Party Transactions", agreeing to sign the equipment sales contract and related party transactions this time. In this related party transaction, no related directors need to avoid voting, and independent directors have given their prior approval opinions and independent opinions on this related party transaction. This connected transaction does not need to be submitted to the shareholders' meeting for consideration, and does not constitute a major asset reorganization as stipulated in the “Management Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of related parties
(1) Name: Ningde Sanxiang Liquid Metal Technology Co., Ltd.
(2) Registered capital: 100 million Yuan (3) Residence: Sanxiang Science and Technology Park, Nanyang Town, Shouning County, Ningde City, Fujian Province (4) Legal representative: Xiao Chuanzhou (5) Business scope: Development of amorphous alloy (liquid metal) , Rolling processing of rare earth metals,
Production and sales; liquid metal technology consulting and promotion services. (Projects that must be approved in accordance with the law can only be operated after approval by the relevant departments)
(6) Name of shareholder, capital contribution and shareholding ratio:
Name of shareholder
Sanxiang Zirconium Magnesium
Yian Technology
3. Main content of equipment sales contract
Investment amount (ten thousand yuan)
6,000 60% 4,000 40%
Shareholding ratio (%)
(1) Subject of the contract
Party A: Ningde Sanxiang Liquid Metal Technology Co., Ltd.
Party B: Dongguan Yian Technology Co., Ltd.
(2) Main content
1. Party A purchases 10 liquid metal machinery and equipment of two types and specifications from Party B, the total amount is RMB
RMB 30.8 million.
2. Party A will pay Party B 30 million yuan in three installments.
4. The pricing policy and basis of the transaction
The price of the related party transaction was finally determined after friendly negotiation between the two parties, in compliance with relevant laws and regulations, and there was no situation that harmed the interests of the company and all shareholders.
Fifth, the impact of equipment sales contracts on the company
The signing of the equipment sales contract on the one hand increased the liquid metal equipment production capacity of the joint-stock company Ningde Sanxiang, gradually introduced liquid metal technology and mass-produced liquid metal products, and on the other hand met the growing scale of the liquid metal industry. The expanded demand extends the company's liquid metal industry chain, promotes the development of the liquid metal industry, and enhances the company's overall competitiveness in line with the company's development strategy. This equipment sales contract
The company's financial situation and operating results will have a positive impact.
6. The total amount of various related party transactions that have occurred with the related party from the beginning of this year to the date of disclosure
Except for this related party transaction, from the beginning of this year to the date of disclosure, the total amount of various related party transactions that have occurred with this related party is 40 million yuan.
7. Independent directors' prior approval and independent opinions
(1) Prior approval of independent directors
1. The related party transaction was conducted on the basis of fairness and reasonableness, and the two parties negotiated and agreed, without damaging the interests of the company and other shareholders, especially small and medium shareholders, and will not affect the company's independence, nor will it affect the company's ability to continue operations. influences.
2. We have no objection to this connected transaction and agreed to submit this matter to the third meeting of the fourth board of directors of the company for consideration.
(2) Independent opinions of independent directors
1. This related party transaction has been approved by us before being submitted to the board meeting for deliberation. 2. On the one hand, this related party transaction increased the liquid metal equipment production capacity of the joint-stock company Ningde Sanxiang,
To gradually introduce liquid metal technology and mass-produce liquid metal products as a pavement, on the other hand, it meets the growing demand of the liquid metal industry, extends the company's liquid metal industry chain, promotes the development of the liquid metal industry, and enhances the company's comprehensive competitiveness. In line with the company's development strategy. The related party transaction was conducted on the basis of fairness and reasonable agreement between the two parties, and did not harm the interests of the company and other shareholders, especially small and medium shareholders.
3. This connected transaction has been reviewed and approved at the third meeting of the fourth board of directors of the company. The convening, convening, and voting procedures of the board meeting complied with the relevant laws and regulations and the Articles of Association.
In summary, we unanimously agree to this connected transaction.
8. Sponsor's verification opinion
After verification, the sponsor believes that:
(1) The related party transaction was conducted on the basis of fairness, reasonableness, and consensus between the two parties, without harming the interests of the company and other shareholders, especially small and medium shareholders.
(2) This connected transaction is conducive to further expanding the company's liquid metal product market and is in line with the company's development strategy and the interests of all shareholders.
(3) The related party transaction has been reviewed and approved by the company's board of directors and board of supervisors. The independent directors have previously approved and issued a consensus opinion, performed the necessary approval procedures, and their decision-making procedures are in compliance with the "Guidelines for the Standard Operation of Listed Companies on the Shenzhen Stock Exchange GEM , "Shenzhen Stock Exchange GEM Stock Listing Rules", "Articles of Association" and other relevant regulations, there is no situation that harms the interests of the company and shareholders.
In summary, the sponsor institution has no objection to the company's related party transactions.
9. Documents for reference
(1) "Resolution of the third meeting of the fourth board of directors of Dongguan Yian Technology Co., Ltd." (2) "Resolution of the third meeting of the fourth board of supervisors of Dongguan Yian Technology Co., Ltd." (3) "Dongguan Yian Technology The independent director of a company limited by shares
Pre-approval opinions on matters related to the meeting "(4)" Independent Director of Dongguan Yi'an Technology Co., Ltd. About the Third Session of the Fourth Board of Directors of the Company
Independent Opinions on Relevant Matters of the Meeting (5) "CITIC Construction Investment Securities Co., Ltd. Signs Equipment Sales Contract and Affiliation with Yi'an Technology"
"Verification Opinions on Transactions" (6) "Equipment Sale Contract" is hereby announced.
Board of Directors of Dongguan Yian Technology Co., Ltd.
April 8, 2020
