Xinjiang Haoyuan Natural Gas Co.Ltd(002700)
About increasing the number of holding subsidiaries and Hangzhou teying
Announcement on related party transactions of signing air separation equipment order contract
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions. Important content tips:
1. Suining Yuanhan Energy Technology Co., Ltd. (hereinafter referred to as "Suining Yuanhan"), the holding subsidiary of the company, plans to add a procurement related party transaction with Hangzhou teying Energy Technology Development Co., Ltd. (hereinafter referred to as "Hangzhou teying") of no more than 31.5 million yuan.
2. The new daily connected transactions have been deliberated and approved at the 16th meeting of the Fourth Board of directors of the company. The proposal is a connected transaction and needs to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
(I) forecast of original purchase related party transactions
At the 15th meeting of the Fourth Board of directors held on November 11, 2021, the proposal on the purchase of nitrogen making air separation equipment and related party transactions from the related party Hangzhou teying by Suining Yuanhan, the holding Sun company, was deliberated and adopted, which was reported to the third annual general meeting of shareholders of the company in 2021 for approval and implementation. In 2021, it is expected to purchase 87 million yuan of complete sets of production equipment.
(II) increase of estimated amount of purchase related party transactions
According to the requirements of customers to increase the gas supply, Suining Yuanhan, the holding subsidiary, plans to purchase a new set of nitrogen making air separation equipment from the related party Hangzhou teying. The estimated related party transactions are as follows:
Unit: 10000 yuan
Reason for the total expected increase of the original estimated amount and the expected increase after the addition
8700 3150 11850 increased customer demand
(III) voting and deliberation
On February 18, 2022, the company held the 16th meeting of the 4th board of directors. The non affiliated directors deliberated and adopted the proposal on increasing the affiliated transaction of the air separation equipment order contract signed between the holding Sun company and Hangzhou teying with 4 votes in favor, 0 against and 0 abstention. The affiliated director Zhang Yunfeng avoided voting, The independent directors expressed their independent opinions approved and agreed in advance. The proposal is a connected transaction and needs to be submitted to the general meeting of shareholders for deliberation.
This joint transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, nor does it need to be approved by relevant departments.
2、 Basic information of related parties
(I) legal persons and other economic organizations
Name: Hangzhou teying Energy Technology Development Co., Ltd
Enterprise type: limited liability company
Registered address: room 913, building 1, Wuzhou international business center, Xihu District, Hangzhou
Legal representative: Zhang Yunfeng
Registered capital: 125842696 yuan
Unified social credit Code: 91330100ma27wk6r58
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Sales of gas and liquid separation and purification equipment; Research and development of greenhouse gas emission control technology; Research and development of resource recycling technology; Air pollution control; Processing and disposal of non-metallic wastes and debris (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license). Permitted items: operation of hazardous chemicals (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results). Operating with branches: general items: gas and liquid separation and purification equipment manufacturing; Manufacturing of special equipment for environmental protection; General equipment manufacturing (excluding special equipment manufacturing) (except for projects that must be approved according to law, carry out business activities independently according to law with business license).
Main financial indicators (Unaudited): as of December 31, 2021, Hangzhou teying had total assets of 65.72 million yuan, net assets of 24.17 million yuan, operating income of 81.98 million yuan and net profit of - 1.43 million yuan from January to December 2021.
(II) description of related relationship: Zhang Yunfeng is the chairman and legal representative of the listed company, and Zhu Hang and Xu peibei are the senior managers of the listed company; Zhang Yunfeng, Zhu Hang and Xu peibei are also directors or senior managers of Hangzhou teying; According to the Listing Rules of Shenzhen Stock Exchange, Hangzhou teying is an affiliated legal person of the listed company.
3、 Pricing policy, basis and fairness of transaction
The transaction price of the nitrogen making air separation equipment that Suining Yuanhan plans to purchase from Hangzhou teying is determined by both parties through consultation with reference to the market price, and there is no situation that damages the interests of the company and other shareholders.
4、 Main contents of the transaction agreement
1. Order contract of nitrogen making air separation equipment
Due to the needs of business activities and business development, Suining Yuanhan, a subsidiary of the company, plans to sign the order contract for air separation equipment with the related party Hangzhou teying. Suining Yuanhan plans to purchase a set of nitrogen making air separation equipment from Hangzhou teying for the project, and the transaction amount is expected to be 31.5 million yuan.
1. Estimated contract price: 31.5 million yuan (including tax).
2. Manufacturing period: within 5.5 months from the effective date of the contract.
3. Packaging, transportation, insurance and Freight Bearing: Hangzhou teying is responsible for the transportation insurance of the products, and Hangzhou teying is responsible for the transportation of the products to the delivery place agreed in the contract.
5. Quality: Hangzhou teying is responsible for the quality of products according to the design basis and technical performance indicators.
6. Design life and warranty period: the design life is 20 years and the warranty period is 12 months.
7. Maintenance: Hangzhou teying provides debugging, use training, daily maintenance, daily maintenance and other services of the sold devices free of charge.
8. Payment progress:
1) 30% of the total contract amount shall be paid within 10 working days after the formal signing of the contract;
2) 40% of the total contract amount shall be paid within 2 months after the contract takes effect;
3) 10% of the contract shall be paid before the delivery of main equipment;
4) 15% after commissioning;
5) Warranty deposit 5%.
9. Application of law and dispute resolution: All disputes and disputes arising from the contract shall be submitted to Shanghai Branch of China International Economic and Trade Arbitration Commission for settlement.
5、 Other arrangements involving connected transactions
The company's purchase funds for this transaction are mainly the company's own funds and external financing.
6、 Purpose of related party transactions and its impact on the company
The sales and procurement business between Suining Yuanhan, the company's holding subsidiary, and Hangzhou teying Energy Technology Development Co., Ltd. is necessary for the company's business development and normal production and operation. The agreement follows the market fair price, and there is no damage to the interests of the company and other shareholders, and there is no transfer of interests.
The above connected transactions have no adverse impact on the company's financial condition and operating results.
Both the company and the above related parties are independent legal persons, operate independently, and are independent of each other in terms of assets, finance and personnel. The transaction price is fairly and reasonably determined according to the fair market price. The transaction with the above related parties will help the company further promote the development of the company in the southwest gas supply market, expand the overall scale of the company and expand the market share, Further improving the competitiveness and sustainable development ability of the company is conducive to realizing and safeguarding the long-term interests of shareholders.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related person (including this one) is 9 million yuan.
8、 Prior approval and independent opinions of independent directors
Give prior approval:
In response to the proposal on increasing the related party transactions of the air separation equipment order contract signed between the holding Sun company and Hangzhou teying, we conducted careful prior verification. After a comprehensive understanding of the relevant conditions, this related party transaction complies with the provisions of the stock listing rules of Shenzhen Stock Exchange, the articles of Association and other relevant laws, regulations and normative documents, It will not have an adverse impact on the company's production and operation, is conducive to the company's business expansion and continuously create benefits for shareholders. This connected transaction complies with the provisions of relevant laws and regulations and does not harm the interests of the company's shareholders, especially the minority shareholders. We unanimously agree to submit the matter to the 16th meeting of the Fourth Board of directors for deliberation. When the board of directors deliberates the above proposal, Mr. Zhang Yunfeng, a related director, should withdraw from voting.
Independent opinions expressed:
We have reviewed the proposal on increasing the related party transactions involved in the air separation equipment order contract signed between the holding Sun company and Hangzhou teying, and believe that the related party transactions involved in the above related party transaction proposal are necessary for the operation and development of the company, conducive to the development of the company, the transaction price is objective and fair, the transaction conditions are fair and reasonable, and do not damage the company and other shareholders Especially the interests of minority shareholders and non affiliated shareholders. The related directors of the company avoided voting on the proposal, and the voting procedures of the related transaction proposal comply with the provisions of laws, regulations and other normative documents and the articles of association. Hereby, we agree to the related party transactions of the company.
9、 Documents for future reference
1. Resolution of the 16th meeting of the 4th board of directors of the company
It is hereby announced.
Xinjiang Haoyuan Natural Gas Co.Ltd(002700) board of directors
February 18, 2022
