Securities code: 000612 securities abbreviation: Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) Announcement No.: 2021-096 Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612)
Announcement on the forecast of daily related party transactions with Jiaozuo Wanfang Group Co., Ltd
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
1. Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) (hereinafter referred to as ” Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) ” or “the company”) convened the 24th Meeting of the 8th board of directors on December 23, 2021, deliberated and adopted the proposal on the prediction of daily connected transactions with Jiaozuo Wanfang Group Co., Ltd.
Due to the needs of daily production and operation, In 2022, the company plans to sell no more than 67100 tons of electrolytic aluminum solution and no more than 3600 tons of aluminum alloy rod products to Jiaozuo Wanfang Group Co., Ltd. (hereinafter referred to as “Wanfang group”), and the total amount of transactions with Wanfang group is expected to be no more than 1344.74 million yuan (tax included). 2. The board of directors of the company approved the proposal with 8 votes in favor, 0 votes against and 0 abstentions Wang Daqing, a related director, avoided voting on the proposal on the prediction of daily related party transactions with Jiaozuo Wanfang Group Co., Ltd. Independent directors have expressed their prior approval opinions and independent opinions on related party transactions.
3. Wanfang group is a shareholder holding more than 5% of the company’s shares. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, the transaction between the company and Wanfang group constitutes a connected transaction, and the transaction amount exceeds the deliberation standard of the board of directors, which shall be submitted to the general meeting of shareholders for deliberation. When the general meeting of shareholders deliberates the proposal of connected transaction, The affiliated shareholder Wanfang group and its interested affiliated shareholders shall avoid voting on the corresponding proposal.
（2） Estimated category and amount of daily related party transactions (unit: 10000 yuan)
Pricing principle of related party transactions 2022 estimated amount of other people’s transactions (amount incurred in ten thousand months) (amount incurred in ten thousand yuan) (ten thousand yuan) (ten thousand yuan)
Adopt “Changjiang quotation week”
The pricing method of “average selling price of aluminum”,
The unit price of liquid is 127490.0047270.1885095.38 per month
Weekly basic settlement price goes down
140 yuan / ton settlement.
The unit price of aluminum bar is based on the delivery date
Present to related parties on the working day of the week
Al99. Group sales market 70 aluminum
The arithmetic average price of products and commercial ingots is the pricing
Product sales: aluminum base, 6063 aluminum alloy 6984.002939.183617.17
Alloy rod plus processing fee 550
Yuan / ton as settlement document
Price, 1070 aluminum alloy rod
Plus processing fee 400 yuan/
Ton as settlement unit price
Total — 134474.0050209.3688712.55
explain:
The estimated amount of related party transactions in 2022 is based on the number of contracts signed and the estimated product price in 2022
The estimated annual sales unit price of liquid aluminum is 19000 yuan / ton (including tax), and the estimated annual sales sheet of aluminum alloy rod
The price is 19400 yuan / ton (including tax).
（3） Actual occurrence of daily related party transactions in 2021 (unit: 10000 yuan)
Close actual occurred actual issued actual occurred
Difference between the amount of connected transactions (tax included) and the amount of similar industries in 2021 and the expected disclosure date and index content (2021 amount (tax included)
Business proportion from January to November (%)
Xiang Wanfang
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) million group sales 47270.18117276.0017 70% 59.69% on December 12, 2020, Wanfang group disclosed to Wanfang on cninfo. Com that Wanfang group sold 2939.186304.207.16% 53.38% of the expected aluminum sales of public products and commodities in 2021 (Announcement No.: Jinbang 2020-066)
Total 50209.36123580.20————
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) the board of directors will report the actual completion of the daily related party transactions in the company’s 2021 annual report on the fact that the company was forced to stop production due to the catastrophic flood in July 2021, and there is a great difference between the production situation in 2021 and that expected (for example, in the middle of November of the appropriate year, the company’s production will gradually return to the level before the disaster. It will be used in 2021)
Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) independent directors have actual exposure to daily connected transactions. Description of significant difference between occurrence and expectation (e.g
(applicable)
2、 Related person introduction and relationship
Basic information of related party Wanfang group
Name: Jiaozuo Wanfang Group Co., Ltd
Address: No. 160, Tanan Road, Shanyang District, Jiaozuo City
Nature of enterprise: other limited liability companies
Unified social credit Code: 914108117350360xl
Registered capital: 96.48 million yuan
Legal representative: Wang Daqing
Main business: aluminum smelting and calendering, aluminum products manufacturing; Distribution of non-ferrous metal materials (excluding commodities exclusively controlled by the state), building materials, auto parts, etc.
Financial data: by the end of 2020, Wanfang group had total assets of 490.85 million yuan and net assets of 312.43 million yuan; The operating income was 819.16 million yuan and the net profit was 1998.8 million yuan (Unaudited).
As of September 30, 2021, the total assets of Wanfang group were 61.26 million yuan and the net assets were 359.33 million yuan; From January to September 2021, the operating revenue was 435.47 million yuan and the net profit was 46.9 million yuan (Unaudited).
Composition of shareholders:
Shareholder name contribution amount contribution method contribution time shareholding ratio
Jiaozuo Finance Bureau 86.832 million yuan in currency and in kind, February 1997 1890%
Henan Provincial Department of finance 9.648 million yuan currency 2020.12 3010%
Affiliated relationship: Wanfang group holds more than Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) 5% shares according to article 10.1 of the stock listing rules of Shenzhen Stock Exchange According to the provisions of Articles 3 and 4, the above transactions constitute related party transactions.
Analysis of performance capability: Jiaozuo Wanfang Group Co., Ltd. is a key state-owned enterprise under the municipal government. It has strong economic strength and has a cooperative relationship with Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) for many years. There is no breach of contract. Wanfang group is not a dishonest executee.
3、 Main contents of related party transactions
(i) Main contents of related party transactions
1. Wanfang group sells liquid aluminum
Contract validity and product quantity: the contract performance period is 12 months (from January 11, 2022 to December 31, 2022), and the annual supply is 67100 tons in total.
Pricing principle and basis:
The “weekly average price of Changjiang quotation” (Changjiang nonferrous metals network, website: https://www.ccmn.cn./ ）The unit price is settled by floating 140 yuan / ton down from the basic settlement price of the week when the goods are picked up every month. Delivery on Saturday and Sunday shall be settled according to the weekly basic settlement price.
The basic settlement price of the current week = the average price quoted by the Yangtze River on the effective trading day of the current month, that is, the sum of the middle price published in the Yangtze River Nonferrous spot market in the morning of each effective trading day / effective trading days.
If the last day of a month is Monday, the average price of all effective trading days last week and that day shall prevail. If the last day of a month is Tuesday, the average price of the two effective trading days on Monday and Tuesday of the week shall prevail. and so on. If the effective trading day of the current week on the first day of a month is 1 day or not, the average price of all effective trading days of the current week (NATURAL week) shall be used as the settlement price basis of the current week.
The weekly basic settlement price during holidays is agreed as follows: from January 29 to January 31, 2022, the average price from January 24 to January 28, 2022 is used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from February 1 to February 6, 2022, the settlement shall be based on the settlement price from January 24 to February 11, 2022 (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from February 26 to February 27, 2022, the average price from February 21 to February 28, 2022 shall be used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from May 1 to May 4, 2022, the average price from April 25 to May 6, 2022 shall be used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from June 3 to June 5, 2022, the average price from June 1 to June 10, 2022 shall be used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from September 10 to September 12, 2022, the average price from September 13 to September 16, 2022 shall be used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); from October 1 to October 7, 2022, the average price from September 26 to October 14, 2022 shall be used as the basic settlement price (the sum of the middle price of the price published in the Changjiang nonferrous spot market in the morning of each effective trading day / effective trading days); in case of any change in the actual holiday time of the country, the price agreement on the above holidays shall be adjusted at any time according to the above principles.
Settlement and invoicing method: the Seller shall issue invoices according to the settlement results after receiving the full payment for goods (including the difference supplemented by the buyer, liquidated damages, etc.). In the month at the end of the quarter, the invoice shall be issued for all the pick-up volume of the current month. In the month not at the end of the quarter, the invoice shall be issued in the next month for the pick-up volume of the last day of the current month, and the invoice for other pick-up volumes shall be issued in the current month.
Payment arrangement and settlement method: cash and spot, pick-up on arrival. The Seller agrees that the buyer’s payment for goods in the current month is composed of spot exchange and bank acceptance bills with an amount of no more than 5% (no discount interest within six months). If the bank acceptance bill exceeds six months, the buyer shall bear the discount interest according to the seller’s discount bank interest rate.
2. Jiao Zuo Wan Fang Aluminum Manufacturing Co.Ltd(000612) sell aluminum alloy rods to Wanfang group
Quantity of products: within the validity of the contract, Party A shall deliver goods evenly according to the order requirements every month, in principle, 300 tons per month.
Pricing principle and basis: the unit price of aluminum bar shall be issued according to the price
