Securities code: 300035 securities abbreviation: Hunan Zhongke Electric Co.Ltd(300035) Announcement No.: 2022-015 Hunan Zhongke Electric Co.Ltd(300035)
Announcement on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the forecast of daily related party transactions in 2022
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.
1、 Basic information of daily connected transactions
(I) confirm the basic situation of daily related party transactions exceeding the expected events in 2021
Hunan Zhongke Electric Co.Ltd(300035) (hereinafter referred to as “the company”), the fourth meeting of the Fifth Board of directors held on February 26, 2021 and the first extraordinary general meeting of shareholders held on March 15, 2021 respectively considered and adopted the proposal on the prediction of daily connected transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021, The company estimates that the amount of daily operating related party transactions between Hunan Zhongke Xingcheng graphite Co., Ltd. (hereinafter referred to as “Hunan Zhongke Xingcheng”) and Shimian Jineng new materials Co., Ltd. (hereinafter referred to as “Jineng new materials”) in 2021 will not exceed 153 million yuan, The content of related party transaction is the graphitization process in the production process of Hunan Zhongke Xingcheng lithium battery cathode material, and the processing of new energy collection materials is entrusted. In 2021, affected by the growth of downstream demand, the tight supply of graphitization in the industry and the rise of processing unit price, Hunan Zhongke Xingcheng increased the amount of graphitization entrusted processing of new energy collection materials. The actual amount of graphitization processing was 180057900 yuan, exceeding the expected amount by 27.0579 million yuan.
On February 19, 2022, the 10th meeting of the 5th board of directors of the company deliberated and approved the proposal on confirming the exceeding part of the daily connected transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021. The board of directors of the company additionally confirmed the exceeding part of the daily operating connected transactions between Hunan Zhongke Xingcheng and Jineng new materials in 2021, The part exceeding the estimated amount does not exceed 5% of the company’s latest audited net assets (2020), which does not need to be submitted to the general meeting of shareholders for deliberation and approval.
(II) basic information of daily connected transactions in 2022
1. Overview of daily related party transactions expected in 2022
Since Jineng new material is a joint-stock company of the company, the company holds 37.50% of its equity, and Tao Zhenyou, the director of the company, is also the director of Jineng new material. As Jineng new material is engaged in graphitization processing of negative electrode materials, it is the supplier of Hunan Zhongke Xingcheng, the holding subsidiary of the company. Therefore, the board of directors of the company recognized the daily operating transactions between Hunan Zhongke Xingcheng and Jineng new materials as daily connected transactions. It is estimated that the transaction amount between Hunan Zhongke Xingcheng and Jineng new materials will not exceed 520 million yuan in 2022, accounting for 24.85% of the absolute value of the company’s latest audited net assets.
2. Review procedures for the expected daily performance of related party transactions in 2022
On February 19, 2022, the 10th meeting of the 5th board of directors of the company considered and approved the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022, and agreed that the amount of daily operating related party transactions between Hunan Zhongke Xingcheng and Jineng new materials in 2022 should not exceed 520 million yuan.
In view of the fact that Mr. Tao Zhenyou, the director of the company, is also the director of Jineng new materials, the board of directors has avoided voting when considering this matter, and the proposal was voted by the other eight directors. The independent directors of this related party transaction made prior approval and issued clearly agreed review opinions.
This connected transaction shall also be submitted to the general meeting of shareholders of the company for deliberation.
3. Category and amount of daily related party transactions expected in 2022
Unit: RMB 10000
Related party transactions related party transactions related party transactions estimated amount of related party transactions incurred in the previous year as of the disclosure date category content pricing principle amount incurred (tax included)
Collect energy from Shimian County of the related party committee
The graphitization processing market price of Tuo processing new materials Co., Ltd. is 52000.00 6770.85 18005.79
4. Actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Related party transactions actual amount of related party transactions actual amount of related party transactions in actual amount disclosure date estimated amount of related party transactions of easy category proportion of similar businesses to estimated amount and index (%) difference (%)
To the related Shimian County jigraphitization in 2021, two people entrusted energy new material processing 18005.79 15300.00 21.32% 17.68% on June 27, the tide information network of giant processing Co., Ltd
In 2021, affected by the growth of downstream demand and the tight supply of graphitization in the industry, and the rise of daily related party transactions by the board of directors of the processing unit price company, Hunan Zhongke Xingcheng increased the graphitization entrusted processing fee for energy gathering new materials. The actual amount of graphitization processing was 180057900 yuan, Description of large difference from the estimated amount (if applicable) 27.0579 million yuan.
The difference between relevant daily related party transactions and estimates is mainly caused by meeting the market demand and does not harm the interests of the company and all shareholders.
The independent directors of the company have verified the daily related party transactions. The board of directors of the company’s description of the actual and expected daily related party transactions of Hunan Zhongke Xingcheng and Jineng new materials in 2021 is consistent with the actual situation of the company, and the description of the large difference in 2021 (if applicable) is fair and reasonable, There is no situation that damages the interests of the company and other non related party shareholders.
2、 Basic information and relationship of related parties
(I) overview of related parties
Related party: Shimian Jineng New Material Co., Ltd
Legal representative: Yu Donglin
Registered capital: RMB 23095701.20
Address: Zhuma Industrial Park, Shimian County
Business scope: graphitization processing of cathode materials for lithium batteries; Sales of lithium battery cathode materials; Wholesale and retail graphite products, carbon products, petroleum coke, calcined coke and other raw and auxiliary materials; Research and development of raw materials, process products and accessories of cathode material precursors for lithium batteries. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, the total assets of Jineng new materials are 265614657.95 yuan, and the net assets are
238445483.26 yuan; From January to December 2021, Jineng new materials realized an operating revenue of 222952398.24 yuan and a net profit of 79594323.24 (the above financial data were not audited).
(II) relationship with the company
At present, the company holds 37.50% equity of Jineng new materials. Jineng new materials is a joint-stock company of the company, and Hunan Zhongke Xingcheng is the holding subsidiary of the company. Mr. Tao Zhenyou, the director of the company, is also the director of Jineng new materials. Therefore, the board of directors of the company, in accordance with the provisions of the Shenzhen Stock Exchange GEM Listing Rules, determined that the transaction between Jineng new materials and the company constituted a connected relationship, and the transaction between Jineng new materials and Hunan zhongkexingcheng was a connected transaction.
(III) performance capability analysis
Jineng new materials, a related party, is a company that exists according to law and operates normally, with good credit and no obstacles to performance. 3、 Main contents of related party transactions
The daily operational related party transactions between the company’s holding subsidiary and energy collection new materials are the graphitization process in the production of lithium-ion battery cathode materials, and the processing of energy collection new materials is entrusted. The relevant transaction pricing is determined through negotiation in accordance with the principle of fairness and reasonableness and the fair price of the market. For specific transactions, a specific single agreement shall be signed before each transaction according to the market conditions at that time to determine the content, transaction price, delivery and other specific matters of related party transactions.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) transaction purpose
At present, the graphitization processing capacity owned by Guizhou Zhongke Xingcheng graphite Co., Ltd., a wholly-owned subsidiary of the company, can not fully meet the needs of the company’s cathode material production. Some graphitization processing processes still need to be entrusted to other graphitization processing suppliers. The new energy collection material is mainly used for graphitization of lithium battery cathode materials, which has the corresponding technical reserves and experience accumulation. At the same time, it has strong market competitiveness by virtue of its regional western policy advantages and power advantages. At the same time, as a joint-stock company of the company, Jineng new materials can provide stable graphitization processing services. In view of this, Hunan Zhongke Xingcheng entrusts Jineng new materials for graphitization processing to meet the needs of graphitization processing and meet the needs of production, operation and sustainable development of Hunan Zhongke Xingcheng.
(II) impact of transaction on the company
The daily operating related party transactions between Hunan zhongkexingcheng and Jineng new material in 2021 exceeded the expectation partly due to the need to ensure supply. Meanwhile, the daily operating related party transactions between Hunan zhongkexingcheng and Jineng new material in 2022 are expected to meet the needs of normal production and operation of Hunan zhongkexingcheng, The transaction between Hunan Zhongke Xingcheng and related parties follows the law of market economy and the principle of market fairness. All parties to the transaction are equal and mutually beneficial, and there is no behavior damaging the interests of the company and all shareholders. In addition, the company appoints Mr. Tao Zhenyou, the director of the company, to concurrently serve as the director of Jineng new materials, which is the company’s participation in the decision-making arrangement of the joint-stock company for the operation of Jineng new materials. Therefore, the independence of the company and Hunan zhongkexing city will not be affected by the transaction between Hunan zhongkexing city and Jineng new materials.
5、 Opinions of independent directors and intermediaries
(I) prior approval opinions of independent directors
The daily related party transactions between Hunan Zhongke Xingcheng, the holding subsidiary of the company, and Jineng new materials in 2021 exceeded the expectation partly because of the need to ensure supply. Meanwhile, the daily related party transactions between Hunan Zhongke Xingcheng and Jineng new materials in 2022 are expected to be the normal needs of the business development and production and operation of the holding subsidiary. According to the principle of market-oriented transaction, Hunan Zhongke Xingcheng and Jineng new materials provide the basis for formulating the related party transactions of various specific products and services. Therefore, we agree to submit the proposal on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the proposal on the forecast of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022 to the 10th meeting of the Fifth Board of directors of the company for deliberation.
(II) independent opinions expressed by independent directors
All independent directors of the company have expressed independent opinions on the above-mentioned daily related party transactions as follows: the daily related party transactions of the holding subsidiary Hunan Zhongke Xingcheng and Jineng new materials in 2021 exceeded the expectation and the daily related party transactions in 2022 have been approved in advance by us. We believe that the above-mentioned daily related party transactions of the company are reasonable and necessary daily operating transactions between the holding subsidiary and related parties in accordance with the principles of openness, impartiality, equality, voluntariness and mutual benefit. The counterparty is a company existing according to law and operating normally, and there is no obstacle to performance capacity. The explanation of the board of directors of the company on the difference between the actual and expected daily related party transactions of Hunan Zhongke Xingcheng and Jineng new materials in 2021 is consistent with the actual situation of the company. The daily related party transactions that have occurred in 2021 are fair and reasonable, and there is no damage to the interests of the company and other non related party shareholders. The above-mentioned deliberation procedures of the company’s daily connected transactions comply with the company law of the people’s Republic of China, the Listing Rules of Shenzhen Stock Exchange gem shares, the articles of association and other relevant provisions, and there is no situation that damages the interests of listed companies and minority shareholders. In conclusion, we unanimously agree to the proposal on confirming the excess of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022, And agreed to submit the proposal on the prediction of daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2022 to the general meeting of shareholders of the company for deliberation.
(III) verification opinions issued by the recommendation institution
The sponsor believes that: the company confirms that the daily related party transactions between the holding subsidiary and Shimian County Jineng new materials Co., Ltd. in 2021 and the daily related party transactions in 2022 have been deliberated and approved by the board of directors of the company, and the independent directors have made prior approval and issued independent opinions with explicit consent, On the relationship between the holding subsidiary and Jineng new material in Shimian County in 2022
