Stock abbreviation: Xinjiang International Industry Co.Ltd(000159) Stock Code: 000159 No.: 2022-14
Xinjiang International Industry Co.Ltd(000159)
Announcement on the forecast of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without falsehood
Records, misleading statements or material omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the needs of production and operation in 2022, the subsidiary plans to engage in sales and transportation of PC steel rods, communication towers, steel structures and other businesses with related parties Jiangsu Hercules pipe pile Co., Ltd., Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd., Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd. and Xuzhou Lushun Transportation Co., Ltd., with a total amount of less than 80 million yuan.
Before the meeting of the board of directors, the company fully communicated with the independent directors of the company on the expected matters of daily connected transactions in 2022 and obtained the prior approval of the independent directors.
This proposal is within the decision-making scope of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. This proposal has been deliberated and adopted at the fifth extraordinary meeting of the eighth board of directors of the company.
(II) estimated category and amount of daily connected transactions
Transaction category: maximum transaction volume of related party products (10000 yuan)
Sales of PC steel rod 4300 of Jiangsu Hercules pipe pile Co., Ltd
Sales of communication tower 1000 of Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd
Sales of 1500 series of steel structure and enclosure system of Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd
1200 freight of products of Lushun Transportation Co., Ltd
Total 8000
(III) actual occurrence of daily related party transactions in the previous year
(November December 2021)
Transaction category: actual transaction volume of related party products (10000 yuan)
Sales of PC steel rod 1478.84 of Jiangsu Hercules pipe pile Co., Ltd
Sales of communication tower of Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd. 40.28
Sales of steel structure and enclosure 644.89 protection system of Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd
Freight of products of Lushun Transportation Co., Ltd
Total 2264.01
CUHK tower completed the handover in October 2021 and was incorporated into the scope of the company’s merger. The company obtained the controlling stake of CUHK tower. Since November 2021, the business between Zhongda tower and the above four companies has been related party transactions. According to statistics, the total sales and transportation business between Zhongda tower and the above four companies from November to December 2021 was 22.6401 million yuan.
2、 Related person introduction and relationship
(1) Jiangsu dalishen pipe pile Co., Ltd
The company was founded in 2011, with the legal representative Feng Shunli, the registered capital of 489 million yuan, the unified social credit code of 91320382578134507r, and the enterprise address is located in Tiefu Town Industrial Park, Pizhou City.
Main business scope: various engineering construction activities; Power generation, transmission and power supply business; Installation, repair and test of power facilities; Construction engineering design; Manufacturing of special equipment for traffic safety and control; Sales of building materials; Sales of mechanical equipment; Manufacturing of cement products; Sales of cement products; Manufacturing of concrete structural members; Sales of concrete structural members; Non ferrous metal alloy sales, etc
Equity structure: Feng Jianfang holds 40.72% equity, Feng Shunli holds 30.85%, Jiangsu Fuquan Xinhua smart building industry investment fund (limited partnership) holds 23.86%, and Jiangsu Fuquan Zhongzhi smart building industry investment fund (limited partnership) holds 4.57%. As of December 31, 2020, the company had total assets of 1547.97 million yuan, net assets of 586.52 million yuan, operating income of 2181.32 million yuan and net profit of 24.71 million yuan. As of September 30, 2021, total assets of 1551.32 million yuan, net assets of 586.99 million yuan, operating income of 1311.62 million yuan and net profit of 6.71 million yuan (unaudited data).
(2) Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd
Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd. was established on August 2, 2019. The legal representative is Feng Shunli. The registered capital is 200 million yuan, the unified social credit code is 91320115ma1yu4u56j, and the enterprise address is No. 1, Dongji Avenue, Jiangning District, Nanjing (Jiangning Development Zone).
Main business scope: various engineering construction activities; Class I value-added telecommunications services; The second category of value-added telecommunications services; Basic telecommunication services; Construction engineering design; Technical service, technical development, technical consultation and software sales; Research and development of mechanical equipment; Mechanical equipment leasing; General items such as engineering management services, computer and communication equipment leasing.
Ownership structure: Jiangsu Zhongneng Enterprise Management Co., Ltd. holds 100% of its equity.
As of December 31, 2020, the company had total assets of 35.42 million yuan and net assets of 35.42 million yuan. As of September 30, 2021, the company had total assets of 62.37 million yuan and net assets of 62.37 million yuan (data Unaudited). As the company is still in the stage of start-up and business development, it has not generated operating revenue and profit.
(3) Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd
The company was established in March 2020, with the legal representative Feng Shunli, the registered capital of 50 million yuan and the unified social credit code of 91320322ma214h819h.
Address: No. 8, Gongye 1st Road, Zhangzhuang Town, Peixian County
Main business: various engineering construction activities. The main business projects are the construction and external leasing of 5g communication base stations.
Equity structure: Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd. holds 100% of its equity.
The company is in the initial stage of establishment, the plant is still under construction, the registered capital has not been paid in and has not been operated for the time being.
(4) Xuzhou Lushun Transportation Co., Ltd
The company was founded in June 2013, with its registered address at the west side of Picang road and the north side of Hengda Road, Tiefu Town, Pizhou City; Legal representative: Wu Nan; The registered capital is 10 million yuan.
Equity structure: Wu Nan holds 95% and Zou Na holds 5%.
Business scope: Road General cargo transportation, special cargo transportation and other businesses.
As of December 31, 2020, the total assets were 41.8495 million yuan, the net assets were 11.2587 million yuan, the operating income was 43.4861 million yuan and the net profit was 32700 yuan (the data were not audited). Related relationship: the above four companies and Jiangsu rongneng Investment Development Co., Ltd., the controlling shareholder of the company, are directly or indirectly controlled by the same actual controller, and the actual controller is Feng Jianfang.
Credit status: the above trading parties have corresponding market expansion strength and performance ability. The above transaction parties are non dishonest Executees.
3、 Main contents of related party transactions
According to the sales framework agreement signed between Zhongda tower and the four companies, Zhongda tower sells PC steel rods to Jiangsu Hercules pipe pile Co., Ltd. with a sales volume of no more than 7000 tons and a transaction amount of no more than 43 million yuan; Sell communication towers to Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd., with sales volume of no more than 1000 tons and transaction amount of no more than 10 million yuan; Sell steel structure and enclosure system to Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd., the sales volume shall not exceed 1800 tons, and the transaction amount shall not exceed 15 million yuan; The freight transportation fee entrusted to Xuzhou Lushun Transportation Co., Ltd. shall not exceed 12 million yuan.
The transaction price shall be executed at the fair market price, and the sales settlement method: the full payment shall be paid to the supplier within 7 days after the receipt of the goods. Settlement method of entrusted transportation: once a month, the 20th day of each month is the reconciliation day, and the freight of the previous month shall be settled before the 20th day of the current month.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions of Zhongda tower are required by its main business. Jiangsu Hercules pipe pile Co., Ltd. is a non-metallic mineral products industry and has the qualification of construction enterprise and grade III qualification of professional contracting of steel structure engineering. It has a certain demand for steel bars and other products; Jiangsu Guoneng Photoelectric Communication Technology Group Co., Ltd. and its subsidiary Guoneng (Peixian) Photoelectric Communication Technology Co., Ltd. are mainly engaged in the construction of 5g communication base station, and purchase communication tower, steel structure and enclosure system from Zhongda tower for its construction, production and operation needs; Xuzhou Lushun Transportation Co., Ltd. specializes in cargo transportation. It not only provides cargo transportation services for affiliated enterprises, but also undertakes social transportation business. The goods of Zhongda tower are transported by Lushun, and the price is calculated according to the market fair price, so the transportation is safe and reliable. The business between CUHK tower and the above four companies is conducive to the development of CUHK tower business.
The related party transactions will be determined according to the market price. The pricing principle is fair and reasonable, and there is no damage to the interests of the company and shareholders, especially the interests of small and medium-sized shareholders. The transaction between Zhongda tower and the trading party is a normal business relationship, an equal and mutually beneficial relationship of mutual benefit and win-win, and there is no damage to the rights and interests of the company, The above connected transaction business is conducive to the smooth development of the main business of CUHK tower.
5、 Opinions of independent directors
1. Prior approval of the independent directors of the company on the expected matters of this daily connected transaction
After verification, the expected events of the daily related party transactions in 2022 are within the business scope of CUHK tower and belong to normal business. The transaction price will be determined according to the market price, which will not affect the independence of the company and damage the interests of the company and the majority of small and medium-sized investors. It is agreed to submit the event to the board of directors of the company for deliberation.
2. The independent directors of the company expressed independent opinions on the expected matters of this daily connected transaction
Through careful review of the expected relevant data of daily related party transactions in 2022, it is considered that the daily related party transactions between the holding subsidiaries and related parties are necessary for the normal operation of the company, are legitimate business acts, follow the market-oriented principles, are fair and reasonable, and the pricing is fair, and there is no damage to the interests of the company and non related shareholders. In the process of making resolutions on related party transactions, the board of directors of the company fulfilled the obligations of good faith and diligence, resulting in significant uncertainty risks. Agree to the company’s daily related party transactions in 2022.
6、 Documents for future reference
1. Resolutions of the fifth extraordinary meeting of the eighth board of directors of the company;
2. Prior approval opinions of independent directors and opinions of independent directors.
It is hereby announced.
Xinjiang International Industry Co.Ltd(000159) board of directors
January 29, 2022
