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Securities code: 688475 Securities abbreviation: EZVIZ Network Announcement No.: 2024-034
Hangzhou EZVIZ Network Co., Ltd
Regarding the wholly-owned subsidiary's intention to sign an equipment procurement contract and related party transaction
announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.
Important Content Notes:
Chongqing EZVIZ is a wholly-owned subsidiary of Hangzhou EZVIZ Network Co., Ltd. (hereinafter referred to as "the Company").
Electronics Co., Ltd. (hereinafter referred to as "Chongqing EZVIZ") intends to cooperate with Hangzhou Hongyan Electric Appliance Co., Ltd. (to
hereinafter referred to as "Hongyan Electric") signed an equipment purchase contract, and the total transaction amount is expected to not exceed 800
10,000 yuan (tax included).
Hongyan Electric is the actual controller of the company, China Electronics Technology Group Co., Ltd. (hereinafter referred to as "Electrical
Science Group"), in accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange
Hongyan Electric is a related party of the company, and this transaction constitutes a related party transaction, but it is not constructed
It has become a major asset restructuring stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies.
The above-mentioned related party transactions were approved by the third meeting of the Audit Committee of the second board of directors of the Company in 2024
After being deliberated and approved by the first meeting of the special meeting of independent directors of the second board of directors, it has been submitted to the second of the company
The third meeting of the board of directors and the third meeting of the second board of supervisors were deliberated and approved separately and are not required
Submitted to the general meeting of shareholders for deliberation.
1. Overview of related party transactions
In order to meet the construction needs of the Chongqing base project of EZVIZ Intelligent Manufacturing, Chongqing Firefly, a wholly-owned subsidiary of the company
Shi used public bidding to screen the suppliers of power-related equipment in the park and determined the relevant ones
The winning bidder for equipment procurement is Hongyan Electric. Recently, Chongqing EZVIZ plans to officially sign a "set" with Hongyan Electric
Preparation of procurement contract", the estimated purchase amount does not exceed 8 million yuan.
Hongyan Electric is the holding company of the actual controller of the company, Dianke Group, according to the "Shanghai Securities Exchange
It constitutes a related party transaction, but does not constitute a material asset as stipulated in the Administrative Measures for the Material Asset Restructuring of Listed Companies
Restructuring.
Until the end of this related party transaction (excluding this time), except for the approval of the board of directors or the general meeting of shareholders of the company
In addition to related party transactions, the company and its subsidiaries have accumulated related relationships with the same related person in the past 12 months
The transaction amount was 4,996,200 yuan1, which did not reach more than 1% of the company's latest audited total assets or market value
Above.
2. Basic information of related persons
(1) Explanation of the affiliation
Hongyan Electric is the holding company of the actual controller of the company, and according to the relevant provisions of the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange, Hongyan Electric is a related party of the company.
(2) An explanation of the circumstances of the related person
Name of related party: Hangzhou Hongyan Electric Appliance Co., Ltd
Unified social credit code: 91330100143054524X
Business Type: Other Limited Liability Company
Registered capital: RMB 80 million
Legal representative: Xu Nengjian
Residence: Huahong Building, No. 248 Tianmushan Road, Hangzhou, Zhejiang Province
Date of Establishment: December 30, 1984
Business Scope: General Items: Electrical Equipment Manufacturing; electrical instrument manufacturing; manufacturing of hardware products; mechanical and electrical equipment manufacturing; smart home consumer equipment manufacturing; IoT device manufacturing; computer hardware and software and peripheral equipment manufacturing; manufacturing of power distribution switch control equipment; power electronic components manufacturing; lighting appliance manufacturing; semiconductor lighting device manufacturing; manufacturing of plastic products; power transmission and distribution and control equipment manufacturing; sales of electrical equipment; sales of electrical instruments and meters; wholesale of hardware products; retail of hardware products; sales of mechanical and electrical equipment; sales of smart home consumer devices; sales of IoT devices; wholesale of computer hardware and software and auxiliary equipment; sales of power distribution switch control equipment; sales of power electronic components; sales of lighting fixtures; sales of semiconductor lighting devices; Wires, 1 According to the company's "Related Party Transaction Management System", it has been approved by the chairman of the board
cable management; sales of plastic products; sales of charging piles; R&D of power distribution switch control equipment; hardware product research and development; Internet of Things technology research and development; Internet of Things application services; Internet of Things technical services; technical services, technology development, technical consultation, technology exchange, technology transfer, technology promotion; Import and export of goods (except for projects subject to approval in accordance with the law, independently carry out business activities in accordance with the law with a business license). Licensed items: wire and cable manufacturing; Construction of construction projects (projects subject to approval in accordance with the law can only be carried out after approval by relevant departments, and specific business projects are subject to the approval results). (The business premises of the branch are located in: Qingshanhu Street, Lin'an District, Hangzhou City, Zhejiang Province.)
899 Hokting Street, Building 17, 6th Floor, 7th Floor)
As of the end of 2023, Hongyan Electric has total assets of 1521.6993 million yuan, net assets of 166.1375 million yuan, operating income of 1008.1374 million yuan and net profit of -16.952 million yuan in 2023.
Hongyan Electric and the company are independent of each other in terms of business, assets, institutions, and personnel.
As of the disclosure date of the announcement, Hongyan Electric has not been listed as a dishonest person subject to execution.
3. Pricing of related party transactions
The related-party transaction is based on the market price, negotiated and determined by way of public bidding, follows the principles of fair, just and fair pricing, takes into account efficiency and cost, complies with the provisions of relevant laws and regulations, does not use the related-party transaction to convey benefits to related parties, does not harm the interests of the company and non-affiliated shareholders, especially small and medium-sized investors, has no adverse impact on the company's financial condition and operating results, and will not have a significant impact on the company's business independence.
4. The main content of the related party transaction agreement
1. The subject of the contract:
Party A (purchaser): Chongqing EZVIZ Electronics Co., Ltd
Party B (supplier): Hangzhou Hongyan Electric Appliance Co., Ltd
2. The main content of the contract: Hongyan Electric will provide Chongqing EZVIZ with power-related equipment in the park and provide corresponding technical training and warranty services
3. Transaction price: The total amount of this related party transaction is expected to not exceed 8 million yuan (tax included)
4. Source of funds: self-raised
5. The effective conditions and effective time of the contract: It will come into force after being signed by both parties and deliberated and approved by the board of directors of the company
5. The necessity of related party transactions and their impact on listed companies
The above-mentioned related party transactions are based on the actual operation of Chongqing EZVIZ and the needs of the construction of the Chongqing base project of EZVIZ intelligent manufacturing, Chongqing EZVIZ adopts the method of public bidding to determine the winning bidder and the winning price, the transaction price is fair and reasonable, Hongyan Electric has a good performance ability, which is conducive to the normal progress of the Chongqing base project of EZVIZ intelligent manufacturing, the above-mentioned related party transactions are reasonable and necessary, and there is no damage to the interests of the company and non-affiliated shareholders, especially small and medium-sized investors, and there is no adverse impact on the company's financial status and operating resultsand will not have a significant impact on the company's business independence.
VI. Procedures for Deliberation of Related Party Transactions
(1) The performance of duties and review opinions of the audit committee
The Audit Committee of the Board of Directors of the Company believes that the related party transaction is in accordance with the relevant national laws, regulations and policies, and the price of the related party transaction is fair and reasonable, and will not have a significant impact on the company's normal business activities and financial condition. We agree to this related party transaction and agree to submit the matter to the board of directors of the company for deliberation.
(2) Deliberations at the special meeting of independent directors
After review, the independent directors believe that the equipment procurement contract signed by Chongqing EZVIZ and Hongyan Electric Appliances meets the needs of the actual operation of Chongqing EZVIZ and the construction of the Chongqing base project of EZVIZ Intelligent Manufacturing. Chongqing EZVIZ adopts the method of public bidding to determine the winning bidder and the winning price, and follows the principles of equality, voluntariness, fairness and reasonableness in all material aspects, the price of related party transactions is fair and reasonable, the decision-making authority and decision-making procedures of related party transactions are legal, and there is no damage to the interests of the company and small and medium-sized shareholders, and there is no situation of transferring benefits to the company or related parties. The decision-making process is in accordance with the relevant laws, regulations and the Articles of Association.
In summary, we unanimously agreed to the proposal and agreed to submit the proposal to the third meeting of the second board of directors of the company for deliberation.
(3) Deliberations of the Board of Directors
On September 12, 2024, the third meeting of the second board of directors of the company deliberated and passed the "Proposal on the Proposed Signing of Equipment Procurement Contracts and Related Party Transactions by Wholly-owned Subsidiaries", and the voting result: 7 votes agreed, 0 votes against, and 0 abstentions. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(4) The deliberations of the board of supervisors
On September 12, 2024, the third meeting of the second board of supervisors of the company deliberated and passed the "Proposal on the Proposed Signing of Equipment Procurement Contracts and Related Party Transactions by Wholly-owned Subsidiaries", and the voting result was: 3 votes agreed, 0 votes against, and 0 abstentions.
7. Opinions of intermediaries
The related party transaction has been deliberated and approved by the Audit Committee of the Board of Directors, the special meeting of independent directors, the third meeting of the second session of the Board of Directors, and the third meeting of the second session of the Board of Supervisors, and has fulfilled the necessary approval procedures, and complies with the Administrative Measures for the Sponsorship Business of Securities Issuance and Listing, the Self-Regulatory Guidelines for Listed Companies on the Science and Technology Innovation Board of the Shanghai Stock Exchange No. 1 - Standardized Operation, and the Articles of Association. The price of this related party transaction is fair and reasonable, the decision-making authority and decision-making procedures of the related party transaction are legal, and there is no behavior that harms the interests of the company, non-affiliated shareholders and small and medium-sized shareholders.
In summary, the sponsor has no objection to the equipment purchase contract and related party transaction to be signed by the wholly-owned subsidiary of EZVIZ Network.
The announcement is hereby made.
Hangzhou EZVIZ Network Co., Ltd
Board of Directors
September 13, 2024
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