Securities code: 002475 securities abbreviation: Luxshare Precision Industry Co.Ltd(002475) Announcement No.: 2022-012
Bond Code: 128136 bond abbreviation: Lixun convertible bond
Luxshare Precision Industry Co.Ltd(002475)
Announcement on the forecast of daily related party transactions of the company 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) overview of daily connected transactions
According to the daily operation and business development needs of Luxshare Precision Industry Co.Ltd(002475) (hereinafter referred to as ” Luxshare Precision Industry Co.Ltd(002475) ” or “the company”), the company and its subsidiaries are expected to have daily related party transactions with related parties Lisheng Automotive Technology (Suzhou) Co., Ltd. (hereinafter referred to as “Suzhou Lisheng”) and Lizhen Technology (Kunshan) Co., Ltd. (hereinafter referred to as “Kunshan Lizhen”) in 2022, The total amount is expected to be no more than 1055 million yuan, of which the purchase amount from related parties is expected to be no more than 5 million yuan and the sales amount to related parties is expected to be no more than 1050 million yuan.
The company held the 7th Meeting of the 5th board of directors on February 21, 2022, deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022, and the connected directors Ms. Wang Laichun and Mr. Wang Laisheng have avoided voting. According to the articles of association, the measures for the administration of connected transactions and other relevant provisions, this proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
Unit: RMB 10000
Content of related party transactions related party transactions are scheduled from the beginning of 2022 to the disclosure date. The estimated amount of the principle of easy others’ price in the previous year has occurred
To associate Suzhou
People purchase commodities purchased by Lisheng at a market price of 500.24 370.89
Selling goods to the associated Suzhou market at a price of 40000 2724.61 21871.71 people selling Lisheng
Product, shangkunshan sales commodity market pricing 65000 2790.40 41714.73 pinlizhen
Total 105500 5569.25 63957.33
(III) actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Disclosure date of actual estimated amount of related party transactions
The proportion of the amount of related parties in the amount of similar transactions and the expected and index
Category business proportion amount variance
“Tide information to close the network” on April 21, 2021, Announcement on the forecast of daily related party transactions of goods purchased by Suzhou Lisheng 370.89 200 0.0026% 170.89 in 2021 (2021-027) and October 2021 to sell goods to Suzhou Lisheng 21871.71 27500 0.1419% – 5628.29 About the increase in sales of associates in 2021 plus daily related products and predictable public goods, Kunshan Lizhen’s sales of goods 41714.73 50000 0.2705% – 8285 27 report
（2021-081）
When the board of directors of the company estimates the annual daily connected transactions of the company, it is mainly based on the market conditions and the actual connected transactions of the possible connected transactions, but the actual amount is determined according to the market conditions, the business development and expected development of both parties, the actual demand and the specific implementation progress, There are some differences between the actual amount and the estimated amount.
The above are normal business behaviors and will not have a significant impact on the daily operation and performance of the company.
The fact that the total amount of daily related party transactions actually incurred by the company’s independent directors to Japan in 2021 is lower than the expected total amount is due to the fact that the company combines the actual operation of regular related party transactions and follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions as far as possible. The related party transactions are fair and fair, and the transaction price is objective and fair, If there is no significant difference between the company and other non related parties, explain the interests of shareholders.
2、 Related person introduction and relationship
(I) Lisheng Automotive Technology (Suzhou) Co., Ltd
1. Basic information
Legal representative: Wang Laichun
Registered capital: USD 20 million
Address: No. 2052, Taidong Road, Caohu street, Xiangcheng Economic Development Zone, Suzhou
Business scope: manufacturing of new electronic components: production of sensitive components and sensors; Auto parts
(except for five major assemblies); Manufacturing and R & D of automotive electronic devices: input (transmission) of electronic control system
Production of output (actuator) components of sensor and sampling system; Production of molds and parts for automotive electronic products
Production and after-sales service of products; Selling self-produced products; Engage in the wholesale, import and export business of the same commodities as the products produced by the enterprise (the above commodities do not involve state-owned trade, and those involving license management and special provisions management shall be handled in accordance with the relevant provisions of the state). (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, Suzhou Lisheng had total assets of 1146779200 yuan and net assets of 359672400 yuan; In 2021, the operating income was 1004091800 yuan and the net profit was 1709800 yuan. The above data have not been audited.
2. Relationship with listed companies
Suzhou Lisheng is an enterprise controlled by Luxshare Precision Industry Co.Ltd(002475) controlling shareholder Lixun Co., Ltd., and its legal representative and chairman are Ms. Wang Laichun, the legal representative, chairman and general manager of Luxshare Precision Industry Co.Ltd(002475) . According to the Listing Rules of Shenzhen Stock Exchange, Suzhou Lisheng is an affiliated legal person of Luxshare Precision Industry Co.Ltd(002475) .
3. Performance capability analysis
Suzhou Lisheng has normal production and operation, good financial and credit status, stable business cooperation relationship and strong performance ability.
(II) Lizhen Technology (Kunshan) Co., Ltd
1. Basic information
Legal representative: Zhang Jun
Registered capital: 934103900 yuan
Address: 1st Avenue, Kunshan Comprehensive Bonded Zone, Jiangsu Province
Business scope: production, R & D, maintenance and sales of all kinds of electronic computers and their external equipment, supporting products and storage equipment; Electronic computer application products; Computer network equipment; Digital audio-visual equipment (film and television equipment, audio equipment, playback equipment, etc.); Communication equipment (communication transmission equipment, switching equipment, terminal equipment and mobile communication equipment, etc.); recreational machines; High frequency head and down frequency head; Special electronic equipment and testing instruments; General instruments and meters; New electronic components; GPS navigator; Finished products, semi-finished products, components, parts and accessories of the above products; Technical consultation and after-sales paid services related to the above-mentioned products; Wholesale, import and export of the aforementioned products and their components, parts, accessories and packaging materials and related supporting businesses. Import and export business of self used research, development and production equipment. Software development, production, sales and technical consulting services. (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, Kunshan Lizhen had total assets of 28169150700 yuan and net assets of 2418211200 yuan; In 2021, the operating income was 36128.4742 million yuan and the net profit was – 230.5962 million yuan. The above data have not been audited.
2. Relationship with listed companies
Kunshan Lizhen is an enterprise controlled by Luxshare Precision Industry Co.Ltd(002475) controlling shareholder Lixun Co., Ltd. according to the stock listing rules of Shenzhen Stock Exchange, Kunshan Lizhen is an affiliated legal person of Luxshare Precision Industry Co.Ltd(002475) .
3. Performance capability analysis
Kunshan Lizhen has normal production and operation, good financial and credit status, stable business cooperation relationship and strong performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
When the company and its subsidiaries sell and purchase goods to the above related parties, they negotiate and determine the specific transaction price based on the market price. The payment arrangement and settlement method are determined with reference to the business practices of the industry and the company.
(II) signing of related party transaction agreement
The company and its subsidiaries signed relevant agreements with the above related parties according to the actual business needs, clarifying the rights and obligations of each party, including transaction price, payment arrangement and settlement method.
4、 Purpose of related party transactions and its impact on Listed Companies
All the above connected transactions are necessary for the company’s operation and are normal business transactions. The transaction process follows the commercial principles of equality, mutual benefit and compensation for equal value. There is no damage to the interests of the company and minority shareholders. The transaction amount accounts for a small proportion of similar transactions of the company and will not have an adverse impact on the company’s financial status and operating results, There are no circumstances that affect the independence of the company.
5、 Prior approval opinions and independent opinions of independent directors
The daily related party transactions expected by the company in 2022 are normal transactions required by the company’s development and daily production and operation. The transactions follow the principles of fairness, openness, fairness and rationality, and the price is determined through negotiation according to the market price, which is fair and reasonable; Such related party transactions will not affect the independence of the company, the company’s main business will not rely on or be controlled by related parties due to such transactions, and there is no situation that damages the interests of the company and minority shareholders. We agree to submit the proposal on the prediction of daily connected transactions in 2022 to the seventh meeting of the Fifth Board of directors of the company for deliberation.
After deliberation, the independent opinions of the independent directors are as follows:
1. The actual total amount of the company’s daily related party transactions in 2021 is lower than the expected total amount, which is due to the fact that the company combines the actual operating conditions and follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions. The related party transactions are fair and just, and the transaction price is objective and fair, without damaging the interests of the company and other non related party shareholders.
2. The company expects that the daily related party transactions with related parties in 2022 are to meet the needs of the company’s normal business. The transactions follow the principle of “objectivity, impartiality, equality and voluntariness”, and the transaction price is determined through negotiation according to the market price, which is fair and reasonable; Such related party transactions will not affect the independence of the company, the company’s main business will not rely on or be controlled by related parties due to such transactions, and there is no situation that damages the interests of the company and minority shareholders. The related directors have avoided voting, and the deliberation and voting procedures of the board of directors comply with relevant national laws, regulations, normative documents and the articles of association. In this regard, we agree to the motion.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors of the company;
2. Resolutions of the 7th Meeting of the 5th board of supervisors of the company;
3. Independent directors on 2022
