Securities code: 688002 Securities abbreviation: Ruichuang Micro-Nano Announcement No.: 2025-022
Convertible bond code: 118030 Convertible bond abbreviation: Ruichuang convertible bond
Yantai Ruichuang Micro-Nano Technology Co., Ltd
Regarding the retrospective confirmation of related party transactions and the implementation of routine related party transactions in 2024
Announcement on the expected routine related party transactions in 2025
The board of directors and all directors of the company guarantee that the content of this announcement does not contain any false records and misleading statements
or material omissions, and bear legal responsibility for the authenticity, accuracy and completeness of its content in accordance with law.
Important Content Notes:
Need to submit to the general meeting of shareholders for consideration: No
The impact of routine related party transactions on listed companies: The related party transactions mentioned in this announcement are based on the company's normal nature
The necessary production and business activities are an important means for the company to rationally use resources and reduce operating costs
The long-term development of the company has a positive impact. The pricing policy for day-to-day related party transactions strictly follows the principle of openness, fairness,
The general business principles of fairness and equivalent compensation are conducive to the development of the company's related business and do not harm the company
and shareholders' equity. The occurrence of the above transaction will not have a significant impact on the Company's ability to continue as a going concern, profitability and assets
independence, etc.
1. Procedures for the review of the performance of routine related party transactions
Yantai Ruichuang Micro-Nano Technology Co., Ltd. (hereinafter referred to as the "Company") was called on April 10, 2025
The 24th meeting of the third session of the board of directors was held, and the "Retrospective Confirmation of Related Party Transactions" was deliberated and approved.
Proposal on the Implementation of Routine Connected Transactions in 2024 and the Expected Routine Connected Transactions in 2025".
Ma Hong, an affiliated director, abstained from voting, and the non-affiliated directors attending the meeting unanimously agreed to the proposal, and the deliberation procedures were in conformity
Relevant laws and regulations.
On April 8, 2025, the independent directors of the company held the first meeting of the special meeting of independent directors in 2025.
Reviewed and approved the "On the Company's Retrospective Confirmation of Related Party Transactions, the Implementation of Daily Related Party Transactions in 2024 and 2025".
Annual Routine Related Party Transaction Projections. All independent directors of the company believe that the related party transactions confirmed retroactively by the company and the related party transactions expected to occur in 2025 are necessary for the company to carry out daily production and operation, and the pricing follows the principle of fair market pricing, which is conducive to the improvement of the company's operating performance, will not adversely affect the company and the company's financial condition and operating results, does not harm the legitimate rights and interests of the company and non-affiliated shareholders, especially small and medium-sized shareholders, will not have an impact on the company's independence, and will not rely on related parties. Proposal on the Company's retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected daily related party transactions in 2025 was submitted to the board of directors of the company for deliberation.
On April 10, 2025, the company held the 17th meeting of the third board of supervisors, and deliberated and approved the "Guan
Retrospectively confirm the related party transactions, the implementation of routine related party transactions in 2024 and the estimated daily related party transactions in 2025.
II. Overview of Retrospective Confirmation of Related Party Transactions
The company held the 22nd meeting of the third board of directors on February 11, 2025, and appointed Chen Gaopeng
Mr. is the deputy general manager of the Company. Mr. Chen Gaopeng from October 19, 2024 to March 27, 2025
He also served as a director of Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd., which was recognized as a related party of the Company in accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange. In view of the above situation, based on prudent consideration, the historical related party transactions between the company and Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. in 2024 are now retrospectively confirmed.
(1) Affiliation
Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. is a company of which Mr. Chen Gaopeng, deputy general manager of the company, is a director.
(2) Historical related-party transactions
In 2024, the company will have a related party transaction of 7.8968 million yuan with Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd.
III. Basic Information on Routine Related Party Transactions
(1) The projection and implementation of the company's daily related party transactions in 2024
Unit: 10,000 yuan
The estimated amount of this 2024 is expected to occur in 2024
Category of related party transaction Related party Amount Amount Generated amount Actual amount difference
The reason for the difference
To the related party Yantai Qichuang Xinyuan Technology
3938.58 2799.21 Procurement rhythm adjustment
Purchase Commodities Ltd
Sell to related parties Beijing Zhichuang Xinyuan Technology
920.80 811.67 There is no significant difference
Products/Provision of Labor Services Ltd
(2) The estimated amount and category of routine related party transactions in 2025
Unit: 10,000 yuan
At the beginning of the year
Accounting for the same industry to March 31 Accounting for the same industry This estimated amount
Category of related party transaction Related party 2025 annual pre-service ratio Date and related party Actual transaction ratio of the previous year The actual transaction ratio of the previous year is the same as the actual issuance of the previous year
The difference between the amount of the amount (%) and the amount of the person who has incurred (%) is comparative
The reason for the occurrence of the traffic
Easy amount
Yantai Qichuang core
To the related party Source Technology Co., Ltd. There is no big difference
2634.96 59.40 82.22 2799.21 37.39
Sourcing the goods of the company and its controls
stock companies
Anticipate business needs
Beijing Zhichuangxin 1368.64 14.41 75.84 811.67 13.04
Sales to related parties increase
Source Technology Co., Ltd
Goods/Provision of Services Anticipated business needs
Company 20.13 0.10 0 0 0
increase
Leasing to Related Parties Anticipated business needs
Ruicheng Innovation (into 307.42 75.62 40.99 0 0
Plant and equipment increased
Both) electronic technology
Procurement from related parties Ltd. anticipates business needs
1030 N/A 0 0 0
Commodities increased
Accept the projected business needs from related parties
3649.80 56.15 0 750.20 27.96
Technical services for increased
Fourth, the basic information and relationship of related parties
(1) The basic information and relationship of related parties
1. Basic information:
Company name: Yantai Qichuang Xinyuan Technology Co., Ltd
Established on 2022-11-04
Unified social credit code: 91370600MAC2W97UXD
The registered capital is 123,695,652 yuan
Legal representative: Zhou Liqing
Yeda Zhigu Comprehensive Middle School, No. 300 Changjiang Road, Yantai Area, China (Shandong) Pilot Free Trade Zone
domicile
Heart 23rd Floor, Room 2302, Room 118
Mahon holds 59.82% of its shares; Wang Lei holds 21.02% of its shares; Shenzhen Xinxi
Xiangtai Investment Partnership (Limited Partnership) holds 5.27% of its shares; Yantai industry is talented
The venture capital partnership (limited partnership) holds 5.27% of its shares; Cao Xuemei holds it
Shareholding structure 2.64% of the shares; Yantai Xinshi Energy Technical Service Center (Limited Partnership) holds 1.76% of its
shares; Shanghai Xinxi Xinxin Private Equity Investment Fund Partnership (Limited Partnership) holds it
1.76% of the shares; Shanghai Xinxi Ruiyuan Science and Technology Center (Limited Partnership) holds 1.76% of it
Share; Shen Quan holds 0.70% of its shares
General Projects: Technical Services, Technology Development, Technical Consulting, Technology Exchange, Technology Transfer,
technology diffusion; software development; computer system services; sales of machinery and equipment; Instrumentation
Sale; sales of electronic components and electromechanical components; sales of metal materials; Chemical products
Business Scope: Sales (excluding licensed chemical products); machinery and equipment leasing; repair of special equipment; electricity
sub-special equipment manufacturing; manufacturing of special equipment for semiconductor devices; import and export of goods; Technology advances
Outlet. (Except for projects that must be approved in accordance with the law, independently carry out business with a business license in accordance with the law.)
Activities)
2. Affiliation: In view of the fact that Mr. Ma Hong, the actual controller of the company, is Yantai Qichuang Xinyuan Technology Co., Ltd
The controlling shareholder is in accordance with the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Management of Related Party Transactions of the Company".
In the case of the affiliation stipulated in the system, Yantai Qichuang Xinyuan Technology Co., Ltd. is an affiliated legal person of the company.
3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.
4. Main financial data for 2024 (unaudited): operating income of 28.4097 million yuan, total assets
281.8389 million yuan, net assets of 280.8967 million yuan, net profit of 243,700 yuan.
(2) The basic information and related relationships of related party 2
1. Basic information:
Company name Beijing Zhichuang Xinyuan Technology Co., Ltd
Established 2020-01-03
Unified social credit code 91110302MA01PP9A19
The registered capital is 109,456,522 yuan
Legal representative: Zhou Liqing
Residence: 1st Floor, Building 1, No. 106, Jinghai 3rd Road, Beijing Economic and Technological Development Zone, Beijing
Yantai Qichuang Xinyuan Technology Co., Ltd. holds 99.30% of its shares; Zhou Liqing holds it
Shareholding structure
0.70% of the shares
technology development, technical services, technical consultation, technology transfer, technology promotion; software development;
basic software services; application software services; computer system services; Sales of machinery and equipment, instruments
instruments, electronic products, electronic components, metal materials, chemical products; Equipment leasing, maintenance
Business Scope Repair; import and export of goods, import and export of technology; Production of special equipment for semiconductor devices and electronic components
with electromechanical components of the device. (Market entities independently select business projects and carry out business activities in accordance with law;
For projects subject to approval in accordance with the law, business activities shall be carried out in accordance with the approved content after approval by relevant departments
Move; It shall not engage in business activities of projects prohibited and restricted by the national and municipal industrial policies. )
2. Affiliation: In view of the fact that Beijing Zhichuang Xinyuan Technology Co., Ltd. is a wholly-owned subsidiary of Yantai Qichuang Xinyuan Technology Co., Ltd., and Mr. Ma Hong, the actual controller of the company, is the controlling shareholder of Yantai Qichuang Xinyuan Technology Co., Ltd., which is in line with the related relationship stipulated in the "Shanghai Stock Exchange Science and Technology Innovation Board Stock Listing Rules" and the "Company's Related Party Transaction Management System", Beijing Zhichuang Xinyuan Technology Co., Ltd. is an affiliated legal person of the company.
3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.
4. Main financial data for 2024 (unaudited): operating income of 27.7996 million yuan, total assets
141.3714 million yuan, net assets of 39.5264 million yuan, net profit -40.0559 million yuan.
(3) The basic information and related relationships of related parties
1. Basic information:
Company name: Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd
Established 2024-03-29
Unified Social Credit Code: 91510116MADFN75HXK
The registered capital is 2 million yuan
Legal representative: Zhao Yingkun
China (Sichuan) Pilot Free Trade Zone, Shuangliu District, Chengdu City, Southwest Airport Economic Development Zone, Huang
domicile
3rd Floor, Building 16, District D, No. 1 Shuangxing Avenue, A Street
Chengdu Ruisheng Juchuang Enterprise Management Partnership (Limited Partnership) holds 95% of its shares, cigarettes
Shareholding structure
Tai Ruichuang Micro-Nano Technology Co., Ltd. holds 5% of its shares.
General items: electronic component manufacturing; wholesale of electronic components; sales of electronic products; electricity
retail of sub-components; power electronic components manufacturing; sales of power electronic components; integration
circuit design; integrated circuit chip design and services; integrated circuit manufacturing; Integrated circuit pins
Sell; sales of integrated circuit chips and products; integrated circuit chip and product manufacturing; semiconductor
discrete device manufacturing; sales of semiconductor discrete devices; software development; software sales; Information
Scope of business
system integration services; communication equipment manufacturing; sales of communication equipment; mobile communication equipment manufacturing;
sales of mobile communication equipment; intelligent control system integration; navigation terminal manufacturing; Radar & Accessories
set of equipment manufacturing; Technical services, technology development, technical consultation, technical exchanges, and technology transfer
concession and technology promotion; technology import and export; Import and export of goods. (Except for items subject to approval by law.)
In addition, independently carry out business activities with a business license in accordance with the law)
2. Affiliation: In view of the fact that Mr. Chen Gaopeng, deputy general manager of the company, is a director of Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd., which is in line with the related relationship stipulated in the "Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange" and the "Management System for Related-party Transactions of the Company", Ruicheng Innovation (Chengdu) Electronic Technology Co., Ltd. is an affiliated legal person of the company.
3. Ability to perform the contract: The related party shall exist in accordance with the law and operate normally, and shall have sufficient performance ability according to the financial status of the related party, and be able to strictly abide by the contract.
4. Main financial data for 2024 (unaudited): operating income of 4.502 million yuan and total assets of 420.72
10,000 yuan, net assets - 451,500 yuan, net profit - 951,500 yuan.
5. The main content of daily related party transactions
(1) The main content of the related party transaction
The main contents of the Company's transactions with related parties are the purchase of commodities from related parties, the sale of goods/provision of services, the leasing of plant and equipment to related parties, and the acceptance of technical services provided by related parties. The Company's transactions with related parties are conducted on the basis of the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction price is executed according to the fair market price; When there is no clear market price and government guidance price for the traded commodities, the two parties to the transaction shall determine the transaction price through negotiation and sign the relevant related party transaction agreement to clarify the related party transaction price.
(2) The signing of the related party transaction agreement
After the expected matters of the daily related party transaction are deliberated and approved by the board of directors of the company, the company and the related party will sign the corresponding agreement according to the business development.
6. The purpose of day-to-day related party transactions and their impact on listed companies
The related party transactions between the Company and the above-mentioned related parties are necessary for the Company's normal production and business activities, and are an important means for the Company to rationally utilize resources and reduce operating costs, which have a positive impact on the Company's long-term development. The pricing policy of day-to-day related party transactions strictly follows the general commercial principles of openness, fairness, impartiality and equivalent compensation, which is conducive to the development of the company's related business and does not harm the rights and interests of the company and shareholders. The occurrence of the above transaction will not adversely affect the Company's ability to continue as a going concern, profitability and asset independence.
7. Verification opinions of the sponsor institution
After verification, the sponsor believes that the retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected matters of daily related party transactions in 2025 have been deliberated and agreed to be submitted to the board of directors of the company for deliberation at the first meeting of the third special meeting of independent directors of the company in 2025, and have been deliberated and approved at the 24th meeting of the third board of directors of the company, and Mr. Ma Hong, chairman of the company, has abstained from voting and fulfilled the necessary approval procedures. This matter is within the scope of the deliberation authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The decision-making procedures for the above-mentioned day-to-day related party transactions comply with the relevant laws, regulations and the Articles of Association. The sponsor has no objection to the company's retrospective confirmation of related party transactions, the implementation of routine related party transactions in 2024 and the expected daily related party transactions in 2025.
The announcement is hereby made.
Yantai Ruichuang Micro-Nano Technology Co., Ltd
board of directors
April 11, 2024
Ticker Name
Percentage Change
Inclusion Date