Securities code: 002340 securities abbreviation: Gem Co.Ltd(002340) Announcement No.: 2022-015
Announcement on daily connected transactions in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete,
There are no false records, misleading statements or major omissions.
1、 Basic information of related party transactions
(I) overview of related party transactions
Gem Co.Ltd(002340) (hereinafter referred to as “the company”) to the joint-stock company energy storage power station (Hubei) Co., Ltd
The company (hereinafter referred to as “Hubei energy storage power station”) pays the photovoltaic electricity fee, which is expected to be 1.7 million yuan in 2022.
The company purchased from Zhejiang Dewei cemented carbide manufacturing Co., Ltd. (hereinafter referred to as “Zhejiang Dewei”)
Purchase tungsten waste and sell tungsten carbide. The total amount is expected to be 20 million yuan in 2022.
The company provides shares to the participating company Oke Precision Cutting Tools Co.Ltd(688308) (hereinafter referred to as “euco”)
(100 million) to sell cobalt powder and tungsten carbide, with an estimated amount of 80 million yuan in 2022.
The company purchases tungsten waste from Chongyi Zhangyuan Tungsten Co.Ltd(002378) (hereinafter referred to as ” Chongyi Zhangyuan Tungsten Co.Ltd(002378) “) and sells it
The sale of cobalt powder and ammonium paratungstate is expected to total 75 million yuan in 2022.
This connected transaction has been deliberated and approved at the 40th meeting of the 5th board of directors of the company, and the connected directors
Mr. Chen Xingti and Mr. Pan Feng have abstained from voting. According to the articles of association, internal control of connected transactions and
According to the relevant provisions of the decision-making system, the daily related party transactions still need to be submitted to the company’s first interim report in 2022
When the general meeting of shareholders deliberates and votes at the general meeting of shareholders, the affiliated shareholders shall avoid voting on this proposal.
(II) category and amount of estimated related party transactions
Unit: 10000 yuan
Related party transactions occurred in the previous year in 2022 or the beginning of 2022. Related party transactions and related party transactions. The amount of the same signing deposit for related party transactions has occurred as of the disclosure of the pricing principle or the expected date of the category of related party transactions Amount amount
Fair price of photovoltaic electricity charge of Xiangguan energy storage power station (Hubei) Co., Ltd. 170.00 10.21 164.14
Lianren Zhejiang Dewei cemented carbide manufacturing Co., Ltd. fair price of tungsten waste 500.00 0 74.06
Fair price of purchased Chongyi Zhangyuan Tungsten Co.Ltd(002378) tungsten waste 1000.00 0 713.24
Subtotal of goods — 1670.00 10.21 951.44
Chongyi Zhangyuan Tungsten Co.Ltd(002378) fair price of cobalt powder and secondary tungsten 6500.00 1771.43 6048.32
Ammonium orthoguanate
Lianren Zhejiang Dewei cemented carbide manufacturing Co., Ltd. fair price of tungsten carbide 1500.00 0 7449.49
Sales of Zhuzhou Oke Precision Cutting Tools Co.Ltd(688308) CNC Precision Cutting Tools Co powder and carbonization fair price 8000.00 390.27 3303.08
Commodity Co., Ltd
Subtotal — 16000.00 2161.70 16800.89
Note: “the amount of related party transactions in the previous year” is preliminary statistical data and has not been audited.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Estimated amount of actual amount of related party transactions in related party transactions actual amount of actual amount of amount of amount of related parties (excluding tax) (excluding tax) in the proportion of similar business and estimated amount and index (%) difference (%)
Photovoltaic electricity charge of energy storage power station (Hubei) 164.14 208.00 0.67% – 21.08%
limited company
Zhejiang Dewei tungsten carbide waste 74.06 550.00 0.15% – 86.53%
Gold Manufacturing Co., Ltd
Recycling of scrapped cars and wastes from related parties (Wuhan)
People purchase steel and service fee of Internet Co., Ltd., 163.14 1700.00, 0.50% – 90.40%
Commodity rent
Wuhan Xin reported waste steam, scrapped cars, waste 1194.59 4500.00 3.66% – 73.45%
Car recycling Co., Ltd. steel January 2021
Chongyi Chongyi Zhangyuan Tungsten Co.Ltd(002378) shares ammonium paratungstate and tungsten 713.24 2850.00 1.41% – 74.97%. Waste report no. of Gongfen Co., Ltd. on January 21:
Subtotal – 2309.17 9808.00 2.14% – 76.46% 2021-010
Chongyi Chongyi Zhangyuan Tungsten Co.Ltd(002378) share cobalt powder, paratungstate 6048.32 6000.00 3.92% 0.81% April 28, 2021
Zhejiang Dewei cemented tungsten carbide and recycling Report No.: tungsten carbide and zinc 7449.49 8300.00 4.83% – 10.25% 2021-041 melt and cobalt powder of gold Manufacturing Co., Ltd
To associate Zhuzhou Oke Precision Cutting Tools Co.Ltd(688308) CNC
People sell precision cutting tools with tungsten carbide and cobalt powder 3303.08 6100.00 4.65% – 45.85%
Commodity Co., Ltd
Wuhan Xin reported that the waste steam was transferred to power 9.46 12.00 3.58% – 21.19%
Car recycling Co., Ltd
Rent and service recovery of Ge (Wuhan) 0.69-100.00%
Internet Co., Ltd. fees, etc
Subtotal – 16810.35 20481.05 10.89% – 17.92%
The board of directors of the company explained the difference between the actual and expected daily related transactions of the company: in 2021, affected by the market environment, the company is prone to adjust the business transactions of some related transactions in combination with its own business conditions.
At the same time, the company fully considered the possibility of all kinds of related party transactions in the explanation of large differences in the expected related party transactions at the beginning of the year, so the actual occurrence of related party transactions between the company and related parties
There is a difference between the amount of related party transactions and the estimated amount at the beginning of the year.
The explanation given by the independent directors of the company to the board of directors of the day-to-day affiliated company on the actual situation of the day-to-day affiliated transactions in 2021 is in line with the actual situation of the company’s transactions and the actual situation of the company’s estimated transactions. The transactions between the company and the affiliated parties are the normal production and operation behavior of the company, and the transactions follow the principles of fairness, impartiality and explanation of large differences between the company and the company, No behavior damaging the interests of the company and all shareholders was found.
2、 Introduction and relationship of related parties
1. Basic information
(1) Energy storage power station (Hubei) Co., Ltd
Company type: other limited liability companies
Company domicile: No. 3, Yingchun Avenue, Jingmen high tech Zone
Registered capital: 100 million yuan
Legal representative: Li Qian
Business scope: investment, operation and management of energy storage power station and photovoltaic power station. (subject to approval according to law)
Project, and business activities can be carried out only after being approved by relevant departments)
Relationship with the company: the company holds 45% equity of Hubei energy storage power station and Song Wan, deputy general manager of the company
Mr. Xiang and Mr. Ouyang Mingzhi are the directors of Hubei energy storage power station, and Mr. Lu Xijin, the deputy general manager, is the director of Hubei energy storage power station
General manager of the station, according to the regulations on related parties in the stock listing rules, Hubei energy storage power station is a related party of the company
Legal person.
The latest financial data: as of September 30, 2021, the total assets of Hubei energy storage power station
120038702.10 yuan, net assets 96067821.98 yuan, main business income 8375635.85 yuan, net
The profit is 25735.55 yuan.
After inquiry, the energy storage power station (Hubei) Co., Ltd. is not a dishonest executee.
(2) Zhejiang Dewei cemented carbide manufacturing Co., Ltd
Company type: limited liability company (invested or controlled by natural person)
Company domicile: Furong Town Industrial Zone, Yueqing City, Zhejiang Province
Registered capital: 309949462 yuan
Legal representative: Chen Xingti
Business scope: production of cemented carbide, tungsten carbide, ammonium paratungstate, drill bit, hardware tools and electric tools
Processing and sales; Sales of cobalt and metal materials; Import and export of goods and technology. (subject to approval according to law)
Project, and business activities can be carried out only after being approved by relevant departments)
Relationship with the company: the company holds 20% of the equity of Zhejiang Dewei, and the director of the company, Mr. Chen Xingti, is
Mr. Zhang Kun, chairman of Zhejiang Dewei and deputy general manager of the company, is a director of Zhejiang Dewei. According to the provisions on related parties in the stock listing rules, Zhejiang Dewei is an affiliated legal person of the company.
The latest financial data: as of September 30, 2021, the total assets of Zhejiang Dewei were 435156,4
