Citic Securities Company Limited(600030)
About Weichai Power Co.Ltd(000338)
Verification opinions on daily continuous connected transactions
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "recommendation institution") as a recommendation institution for non-public offering and continuous supervision of Weichai Power Co.Ltd(000338) Co., Ltd. (hereinafter referred to as " Weichai Power Co.Ltd(000338) " or "company"), in accordance with the administrative measures for securities issuance and listing recommendation business Guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds by listed companies, stock listing rules of Shenzhen Stock Exchange (revised in 2022), guidelines for the recommendation of listed companies of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and other relevant provisions have carefully verified the expected events of Weichai Power Co.Ltd(000338) daily continuous connected transactions. The verification conditions and verification opinions are as follows:
1、 Overview of daily continuous related party transactions
According to the needs of the company's daily operation and development, the company held the second interim board meeting in 2022 on January 27, 2022, which reviewed and approved the company and its subsidiaries and Weichai Heavy Machinery Co.Ltd(000880) (hereinafter referred to as " Weichai Heavy Machinery Co.Ltd(000880) ") and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) (hereinafter referred to as " Shantui Construction Machinery Co.Ltd(000680) ") Proposal on daily continuous connected transactions of BAIC Beiqi Foton Motor Co.Ltd(600166) Co., Ltd. (hereinafter referred to as " Beiqi Foton Motor Co.Ltd(600166) "). During the deliberation of the above related party transaction proposal, the related directors Mr. Tan Xuguang, Mr. Zhang Liangfu, Mr. Jiang Kui, Mr. Zhang Quan, Mr. Xu Xinyu and Mr. Sun Shaojun respectively avoided voting during the voting of relevant proposals, and the non related Directors voted and agreed. The daily continuous connected transactions reviewed by the company this time did not meet the review standard of the general meeting of shareholders, so it is not necessary to submit them to the general meeting of shareholders for review.
The forecast of daily continuous related party transactions between the company and its subsidiaries and Weichai Heavy Machinery Co.Ltd(000880) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) , Beiqi Foton Motor Co.Ltd(600166) is as follows:
Unit: RMB 10000
Estimated amount
As of disclosure
Related party transactions with related parties have occurred on the content date of related party transactions in 2021, transaction category in 2022, 2023 and 2024 (amount not generated has been audited)
Weichai Power Co.Ltd(000338) and its accessories
To related Weichai Heavy Machinery Co.Ltd(000880) companies to Weichai Heavy Machinery Co.Ltd(000880) and
Purchaser and its subsidiaries purchase Chai 132000.00 150000.00 175000.00 3237.11 41096.91
Oil engine and related products and products of the original company
Materials and provision of labor and technology
Technology and other related services
To associate Weichai Power Co.Ltd(000338) and its affiliates
The sales Shantui Construction Machinery Co.Ltd(000680) company sells 61000.00 ------ 2243.94 33357.38 to Shantui Construction Machinery Co.Ltd(000680)
The products are sold to diesel engine hosts and key
Spare parts and related accessories
To associate Weichai Power Co.Ltd(000338) and its affiliates
Sales Beiqi Foton Motor Co.Ltd(600166) company sells 148028.00 ------ 344.14 70158.97 to Beiqi Foton Motor Co.Ltd(600166)
The products are sold to diesel engine hosts and key
Spare parts and related accessories
Association to
Subtotal of procurement 132000.00 150000.00 175000.00 3237.11 41096.91
product
Association to
Subtotal of personal sales 209028.00 ------ 2588.08 103516.35
product
2、 Actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Actual occurrence
Index of the difference between the expected amount of the actual amount of the related party's related party's related party's related party's transactions in the proportion of the similar amount to the expected disclosure date and category amount
（%） （%）
Weichai Power Co.Ltd(000338) and its subsidiaries purchased diesel engines and related products from related parties Weichai Heavy Machinery Co.Ltd(000880) and its affiliated companies on August 28, 2020 at a huge tide of funds. 41096.91 64000.00 0.38% - 35.79% www.chinanews.com Announcement on transactions of daily company products, raw materials, provision of labor services, continuous related technology and other related services
Weichai Power Co.Ltd(000338) and its subsidiaries
Sales of diesel engines to related parties Shantui Construction Machinery Co.Ltd(000680) to Shantui Construction Machinery Co.Ltd(000680) . Sales of product hosts, key parts and related 33357.38 42000.00 0.30% - 20.58% in February 2021
Weichai Power Co.Ltd(000338) and its subsidiaries' continuous related parties sell diesel engines to related parties Beiqi Foton Motor Co.Ltd(600166) to Beiqi Foton Motor Co.Ltd(600166) . It is estimated that the public sale of product hosts, key parts and components and related products 70158.97 132759.00 0.64% - 47.15% report
parts
Subtotal to related parties 41096.91 64000.00 0.38% - 35.79%---
Purchase products
Subtotal to related parties 103516.35 174759.00 0.94% - 40.77%---
promoting products
The board of directors of the company explains that the actual amount of related party transactions of Tian automobile is different from the expected upper limit amount if there is a large difference between the actual situation of daily related party transactions and the expected 2021 between the company and its subsidiaries and Weichai Heavy Machinery Co.Ltd(000880) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) and Fuxin, Mainly due to the influence of market environment and other factors, the procurement or sales business is lower than the expected level.
In 2021, the company and its subsidiaries differ from Weichai Heavy Machinery Co.Ltd(000880) and its subsidiaries, Shantui Construction Machinery Co.Ltd(000680) and the company's independent directors on the actual occurrence of daily related party transactions and the actual amount of pre Beiqi Foton Motor Co.Ltd(600166) related party transactions and the estimated upper limit amount, which is mainly due to the large difference in calculation, which is affected by market environment and other factors, At the same time, in combination with the actual operation of the counterparty and the company, it is in line with the overall interests of the company and shareholders. There is no behavior and situation damaging the company and non affiliated shareholders, and it is in line with the provisions of relevant laws and regulations and the articles of Association.
3、 Introduction and relationship of related parties
(I) basic information of related parties
The legal representative of the registered capital of the enterprise name numbered as of the third quarter of 2021 (the financial data (Unaudited) of the type of enterprise with registered main business in RMB 10000 yuan)
Internal combustion engine (non vehicle), marine propulsion system (including
Gearbox, propeller, etc.), internal combustion engine generator set
(including generator, control panel, etc.), complete set of internal combustion engine
Unit (including gearbox, medium pump, etc.) and accessories
Design, development, production, sales, maintenance and technology
consulting service Complete set design of land power station (internal combustion engine), total assets 4644.6545 million, Weichai heavy equipment manufacturing, procurement, operation and maintenance in Weifang, Shandong Province; The net assets of power generation equipment are RMB yuan, belonging to the parent company. 1 unit shares 33132.06 Binhai Economic and technological leasing and services; Wang Zhijian of emergency power supply vehicle and emergency rescue Co., Ltd. was 1666.6271 million yuan, the income of Fu company in Gongshu Development Zone of Business Co., Ltd. was 26.0985 million yuan, and the sales of vehicles and refrigerated vehicles at No. 17 Haijie street; Lubricating oil, coolant
department
