Securities code: 688303 securities abbreviation: Xinjiang Daqo New Energy Co.Ltd(688303) Announcement No.: 2022-019 Xinjiang Daqo New Energy Co.Ltd(688303)
Announcement on the estimated amount of daily connected transactions of the company in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes.
Impact of daily related party transactions on Listed Companies: Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as “the company”) it is expected that the plans of daily related party transactions in 2022 are necessary for the company’s normal production and operation, with fair pricing, reasonable settlement time and method, and will not damage the interests of the company and minority shareholders. The related parties that the company chooses to cooperate with have good business reputation and financial status, which can reduce the company’s business risk and facilitate the continuous development of the company’s normal business. They account for a relatively small proportion in similar transactions. The company’s main business will not form dependence on related parties and will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 21st Meeting of the second board of directors and the 14th meeting of the second board of supervisors on February 14, 2022, and respectively deliberated and adopted the proposal on the estimated amount of the company’s daily connected transactions in 2022. The estimated amount of the daily connected transactions is 850 million yuan, and the connected directors Xu Guangfu, Xu Xiang and Shi Dafeng avoided voting, Other non affiliated directors unanimously agreed to the proposal.
The board of directors of the company obtained the prior approval of the independent directors before deliberating the proposal, and the independent directors agreed to submit the proposal to the board of directors of the company for deliberation. The independent directors believe that the plan of the company’s estimated daily connected transactions in 2022 meets the needs of the company’s daily operation and development, belongs to normal commercial transactions, does not exist the principle of unnecessary estimation, and does not damage the interests of the company and its shareholders, especially small and medium-sized shareholders. Such related party transactions will not adversely affect the independence of the company, and the company’s main business will not rely on related parties for such transactions. Therefore, we agree to the matters related to the estimated amount of daily connected transactions of the company in 2022 and agree to submit the proposal to the board of directors of the company for deliberation.
The independent directors reviewed the proposal and expressed their independent opinions as follows: the company expects that the daily related party transaction plan in 2022 is required for the daily operation and development of the company, the related party transactions follow the fair and just market principles, the pricing is fair and reasonable, and the decision-making authority and decision-making procedures of related party transactions comply with relevant laws and regulations The relevant provisions of the articles of association and the Xinjiang Daqo New Energy Co.Ltd(688303) related party transaction management system do not damage the interests of the company’s shareholders, especially the minority shareholders. Such related party transactions will not adversely affect the independence of the company, and the company’s main business will not rely on related parties for such transactions. These related party transactions belong to the normal business of the company, are conducive to the business development of the company and are in line with the interests of the company and all shareholders. Therefore, we agree to the matters related to the estimated amount of daily connected transactions of the company in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
The audit committee of the board of directors of the company deliberated on the related party transaction and issued written opinions as follows: the members attending the meeting believed that the company’s daily related party transaction plan in 2022 is required for the company’s daily operation and development, the related party transactions follow the principles of fair and just market, the pricing is fair and reasonable, and the decision-making authority and decision-making procedures of related party transactions comply with relevant laws and regulations The relevant provisions of the articles of association and the Xinjiang Daqo New Energy Co.Ltd(688303) related party transaction management system do not damage the interests of the company’s shareholders, especially the minority shareholders. Such related party transactions will not adversely affect the independence of the company, and the company’s main business will not rely on related parties for such transactions. Therefore, the motion was unanimously approved.
The estimated matters of the daily connected transactions still need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
(II) estimated amount and category of daily connected transactions
The company and its subsidiaries are expected to cooperate with Daquan Group Co., Ltd. (hereinafter referred to as “Daquan Group”) in 2022
The total amount of related party transactions related to daily operation of the company and its subsidiaries shall not exceed RMB 850 million,
The details are as follows:
Unit: 10000 yuan
Estimated before January 1, 2022
The proportion of daily related transactions in similar industries from 2022 to February 8, 2022 between the current estimated amount of similar industries and the estimated amount of related parties in the above transaction category, the difference between the annual actual amount of the cumulative inter annual financial proportion of daily and related parties (%) and the transaction amount that has occurred (%) Reason for large difference
Purchase the equipment and electricity of Daquan Group in Baotou, Inner Mongolia and its subsidiary 85000.00 15.83 2.93 32321.98 8.66 City, put into construction, Gas spare parts company and the project scale is large, so the purchase of spare parts needs to be increased
Total 85000.00 15.83 2.93 32321.98 8.66/
Note: 1. Actual amount within the previous estimated range and accumulated amount with related parties from January 1, 2022 to February 8, 2022
The amount of transactions that have occurred is tax exclusive and unaudited.
2. The estimated amount in 2022 is tax inclusive.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
The previous estimated amount of related parties in daily related party transactions, the actual amount, the estimated amount and the actual amount
The reasons for the large difference between different amounts
The sale of Gengke energy shares to related parties is affected by the market environment
Demand adjustment of 270000.00 145750.70 Party of Product Co., Ltd. and its subsidiaries
department
The main reason for the difference between the purchase of electrical equipment and Daquan Group Co., Ltd. 40200.00 32321.98 is value-added
Tax of electrical spare parts company and its subsidiaries
Total 310200.00 178072.68/
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Basic information of related parties
Enterprise name Daquan Group Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Xu Guangfu
The registered capital is 249024800 yuan
Date of establishment: January 18, 2000
Address: No. 66 Daquan Road, Xinba Town, Yangzhong City
Main office location: No. 66 Daquan Road, Xinba Town, Yangzhong City
The switch cabinet, bus duct, junction bridge, electrical components, industrial and mining energy-saving products produced by the enterprise
Lamp manufacturing, processing and export; Enclosed bus, high and low voltage complete sets of electrical equipment, environmental protection
Equipment manufacturing and processing; Develop and produce power equipment, intelligent electrical appliances, electronic instruments
electrical engineering; Industrial means of production (excluding precious metals), building materials, auto parts
Business scope: hardware, electricity, chemical products (excluding dangerous chemicals), daily necessities, wholesale and retail
Sale; Processing and manufacturing of metal packaging products and wood products; Software and information technology development
Transfer and consulting services; Engineering technology R & D, transfer and consulting services; Construction works
Mechanical and electrical engineering design and consulting services; Raw and auxiliary materials and machines required for production and scientific research of the enterprise
Import of mechanical equipment, instruments and accessories. Accommodation and catering services. (subject to approval according to law)
Business activities can only be carried out after the approval of relevant departments)
Xu Guangfu holds 39.0000%
Xu Xiang holds 18.5522% of the shares holding more than 5%
Donggefei holds 10.8942%
Shi Dafeng 5.4471%
2. Financial data of related parties in 2021 (Unaudited)
Unit: 10000 yuan
Total assets 3539636
Net assets 2504517
Operating income 2388077
Net profit 654698
(II) relationship with the company
The actual controllers of the company, Mr. Xu Guangfu and Mr. Xu Xiang, hold 39.00% and 18.55% of the equity of Daquan Group respectively, and the director of the company, Mr. Shi Dafeng, holds 5.45% of the equity of Daquan Group. Mr. Xu Guangfu, the chairman of the company, served as the chairman of Daquan Group, Mr. Xu Xiang, the director of the company, served as the vice chairman and general manager of Daquan Group, and Mr. Shi Dafeng, the director of the company, served as the director of Daquan Group.
(III) performance capability analysis
The above related parties exist in accordance with the law and operate normally. The previous similar related party transactions were well executed and have good performance and payment capacity. The company will sign contracts or agreements with Daquan Group and its subsidiaries on the above transactions and implement them in strict accordance with the agreement. 3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The expected related party transactions of the company are mainly the procurement of electrical equipment and electrical spare parts from related parties. The transaction price follows the principle of fair pricing and is determined through negotiation according to the requirements of specific contracts or agreements and in combination with the market price. (II) signing of related party transaction agreement
After the estimated amount of daily related party transactions is reviewed and approved by the board of directors and the general meeting of shareholders, the company will sign specific transaction contracts or agreements with relevant related parties according to the business development. 4、 Purpose of daily connected transactions and its impact on listed companies (Ⅰ) necessity of connected transactions
The daily related party transactions between the company and the above related parties are to meet
