Securities code: Guangdong Golden Glass Technologies Limited(300093) securities abbreviation: Guangdong Golden Glass Technologies Limited(300093) Announcement No.: 2022025 Guangdong Golden Glass Technologies Limited(300093)
Announcement on the signing of daily related party transaction contracts by subsidiaries
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.
Special tips:
1. Effective conditions of the contract: the contract can come into force only after being deliberated and approved by the general meeting of shareholders of Guangdong Golden Glass Technologies Limited(300093) (hereinafter referred to as “the company” or “the company”).
2. Contract risk and uncertainty: the contract signed in this transaction has made clear provisions on the effective conditions, rights and obligations of all parties, dispute resolution and other contents, and all parties to the contract are also capable of performing the contract. However, in the process of contract performance, in case of the influence of uncontrollable factors such as industrial policy adjustment, market environment change, emergencies and so on, There is a risk that the contract cannot be received on time, or cannot be performed on time or in full. If the company breaches the contract, there is a risk that it needs to bear the liability for breach of contract in accordance with the contract.
3. Impact on the company: the total amount of this related party transaction accounts for 30.18% of the company’s audited main business income in 2020. If the transaction can be implemented smoothly, it is expected to have a positive impact on the company’s operating performance. The contribution of the above transactions to the profits of the company in this year cannot be accurately predicted. The confirmation of relevant financial data shall be subject to the audited financial report of the company. This related party transaction of the company is a market-oriented normal business transaction between both parties. The pricing mode is fair, does not damage the interests of the company, has no adverse impact on the current and future financial status and operating results of the company, and will not affect the independence of the company. The main business of the company will not rely on related parties due to the above related party transactions.
1、 Overview of related party transactions
According to the strategic planning and business plan of the company’s photovoltaic business, the company’s subsidiary Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd. (hereinafter referred to as “Wujiang Jingang”) plans to sign the Cecep Solar Energy Co.Ltd(000591) module purchase and sales contract with ouhao new energy power (Gansu) Co., Ltd. (hereinafter referred to as “ouhao new energy”), The sales contract of Jingang Shuangwa components to Wu Haojiang will take effect from February 31, 2025,
Ouhao group is the controlling shareholder of the company and ouhao new energy is the company directly controlled by the controlling shareholder. According to item (II) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, ouhao new energy belongs to the related party of the listed company. The signing of the daily related party transaction contract constitutes a related party transaction.
On February 28, 2022, the company held the 15th meeting of the 7th board of directors and the 11th meeting of the 7th board of supervisors, and deliberated and adopted the proposal on signing daily related party transaction contracts by subsidiaries. Mr. Li Xuefeng and Ms. sun Shuang, the related directors, avoided the voting of this proposal. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions. This related party transaction needs to be submitted to the general meeting of shareholders of the company for deliberation. The related shareholder Guangdong ouhao Group Co., Ltd. (hereinafter referred to as “ouhao group”) and its persons acting in concert who have an interest in the related party transaction will abstain from voting.
This connected transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other relevant departments.
2、 Basic information of related parties
1. Basic information
Enterprise name: ouhao new energy power (Gansu) Co., Ltd
Address: Office 309, third floor, Xiyuan Fengguang building, Jiuquan economic and Technological Development Zone, Suzhou District, Jiuquan City, Gansu Province
Registered capital: 50 million yuan
Legal representative: Xie Jiyuan
Major shareholders and actual controllers: Guangdong ouhao Group Co., Ltd. and Zhang Dongliang
Business scope: licensed projects: power generation business, power transmission business, power supply (distribution) business. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: manufacturing of photovoltaic equipment and components; Manufacturing of mechanical and electrical equipment; Manufacturing of power transmission and distribution and control equipment; Manufacturing of special electronic equipment; Motor manufacturing; Generator and generator set manufacturing; Manufacturing of distribution switch control equipment; Manufacturing of power electronic components; Battery manufacturing; Manufacturing of electronic components and electromechanical components; Manufacturing of special equipment for semiconductor devices; Manufacturing of electronic components; Manufacturing of special electronic materials; Sales of non-metallic minerals and products; Wholesale of electronic components; Sales of intelligent power transmission and distribution and control equipment; Sales of photovoltaic equipment and components; Distribution switch control equipment sales; Sales of generators and generator sets; Sales of special electronic equipment; Battery sales; Sales of special equipment for semiconductor devices; Non residential real estate leasing; Mechanical equipment leasing; Battery rental; Leasing of photovoltaic power generation equipment; Research and development of efficient and energy-saving technology in power industry; Research and development of emerging energy technologies Cecep Solar Energy Co.Ltd(000591) power generation technology service; Power generation technology services; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of special electronic materials; Research and development of mechanical equipment; Research and development of distribution switch control equipment; New material technology promotion services; Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Operation: as of December 31, 2021, ouhao new energy has total assets of 464.71 million yuan, total liabilities of 464.71 million yuan and net assets of 0 (financial data not audited). Ouhao new energy was established on May 24, 2021. Its establishment is less than one fiscal year, and there is no operating revenue and net profit for the time being.
Affiliated relationship: ouhao group is the controlling shareholder of the company, and ouhao new energy is the company directly controlled by the controlling shareholder. According to item (II) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, ouhao new energy belongs to the affiliated party of the listed company, and the signing of the daily connected transaction contract constitutes a connected transaction. Ouhao new energy does not belong to the dishonest executee.
3、 Pricing policy and basis of related party transactions
The related party transactions between the company and related parties follow the open, fair and just market principles, and the transaction price is determined through negotiation based on the market price. There is no case of transferring benefits through related party transactions.
4、 Main contents of related party transactions
1. Both parties:
Buyer: ouhao new energy power (Gansu) Co., Ltd
Seller: Wujiang Guangdong Golden Glass Technologies Limited(300093) Technology Co., Ltd
2. Specification and quantity: both parties agree that during the period from the effective time of the contract to May 31, 2022, the buyer expects to purchase 50 million watts of perc double glass components from the seller, the total contract amount is expected to be 98.5 million yuan, and the total contract transaction amount is subject to the final transaction amount.
3. Pricing basis: it is mainly based on the market price, and the final price of the transaction is determined by both parties through negotiation according to the market conditions.
4. Delivery time and payment settlement method: advance payment and delivery payment settlement method are adopted, and the payment method is telegraphic transfer.
5. Term of performance: this contract shall be valid from the effective date of the contract to May 31, 2022. 6. Dispute resolution: All disputes and disputes related to or arising from the execution of this contract shall be settled through friendly negotiation. If the negotiation fails, it shall be under the jurisdiction of the people’s court in the place where the plaintiff has his domicile.
7. Effective conditions and time: it will take effect after being signed and sealed by both parties and reviewed and approved by the general meeting of shareholders of the company.
5、 Analysis and explanation of the board of directors of the company on the performance ability of the counterparty
Ouhao new energy power (Gansu) Co., Ltd., a wholly-owned subsidiary of ouhao group, is actively planning and investing in the construction of heterojunction photovoltaic power stations, striving to become an advanced photovoltaic production and power generation enterprise in China, and making its best contribution to building a “world Optical Valley” in Jiuquan. The perc double glass modules purchased this time are used in the heterojunction photovoltaic power station under construction.
The above-mentioned affiliated enterprises exist and operate in accordance with the law, have good credit and are not the subject responsible for breach of credit. They can perform the contract in daily transactions. The company believes that they have good performance and payment ability.
To sum up, both parties of the transaction signing the purchase contract have the ability to perform the contract, and both parties have signed a standardized purchase and sales contract, which can fulfill the obligations of all parties in accordance with the contract, promote business cooperation between both parties and achieve mutual benefit and win-win results.
6、 Purpose of related party transactions and its impact on Listed Companies
1. The related party transactions between the company and the above related parties are generated based on the needs of the company’s daily operation and development, which is in line with the interests of the company and all shareholders and is necessary. The transactions between the company and related parties are conducted on the basis of normal market transaction conditions, in line with business practices, the pricing of related party transactions is fair, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. The above-mentioned related parties exist in accordance with the law and operate normally, have good reputation, and are not “dishonest Executees”, which can reduce the operation risk of the company and is conducive to the continuous development of the company’s business activities and business development.
2. The signing of this contract conforms to the strategic planning of the company’s photovoltaic cell and module business and is conducive to the sales and promotion of the company’s photovoltaic products.
3. The performance of the contract is expected to have a positive impact on the company’s performance in 2022 and will not affect the company’s business independence. The company’s main business will not rely on the other party due to the performance of the contract.
7、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
1. From the beginning of the current year to the disclosure date, the total amount of various related party transactions accumulated with the related party (including other related parties controlled by the same subject or controlled by each other) is RMB 10000 (excluding loans). 2. The total amount of the company’s accumulated borrowings from the controlling shareholders shall not exceed RMB 500 million. The actual amount of the borrowings from the beginning of the year to the disclosure date is RMB 110 million, and the interest generated from the beginning of the year to the disclosure date is RMB 2.5672 million (including the interest generated from the borrowings in 2021).
8、 Prior approval and independent opinions of independent directors
The independent directors of the company recognized in advance that the daily related party transaction contract signed by the company’s subsidiaries is required for the normal production and operation of the company and will not have an adverse impact on the financial status and operating results of the company. This transaction takes the market price as the pricing basis, follows the principles of fairness and impartiality, will not damage the interests of the company and minority shareholders, and will not have a significant impact on the business independence of the company. We agree to submit the matter to the board of directors for deliberation.
The independent directors of the company expressed their independent opinions on the related party transactions and believed that the signing of the daily related party transaction contract was based on the needs of the company’s daily operation and development, in line with the interests of the company and all shareholders, and the pricing principle is reasonable and fair, which will not damage the interests of the company, shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company. The voting procedure of the board of directors on this connected transaction is legal. The connected directors avoided voting on this proposal, which is in line with the provisions of the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other relevant laws and regulations and the articles of Association. We agree to the implementation of this connected transaction and agree to submit this proposal to the general meeting of shareholders of the company for deliberation.
9、 Opinions of the board of supervisors
After review, the board of supervisors believes that the daily related party transaction contracts signed by the company’s subsidiaries are required for normal production and operation, meet the needs of the company’s business development and actual operation, and comply with the provisions of relevant laws, regulations and systems. This related party transaction will determine the rights and obligations of both parties in accordance with the market principle of equality and mutual benefit, with fair price and fair trading conditions. The decision-making process of the transaction will be carried out in strict accordance with the relevant systems of the company, without damaging the interests of the company and shareholders and affecting the independence of the company. We agree to the related party transaction of the subsidiary.
10、 Risk tips
1. The purchase pricing mechanism, quantity, delivery, etc. are clearly agreed in the contract terms, and the performance risk caused by the price fluctuation of the contract object or the purchase demand fluctuation of both parties is small; However, in case of unpredictable or force majeure factors such as policy, market and environment during the performance of the contract, the contract may not be performed on schedule or in full.
2. The contribution of the above transactions to the profits of the company in this year cannot be accurately predicted. The confirmation of relevant financial data shall be subject to the audited financial report of the company. Investors should pay attention to investment risks.
11、 Documents for future reference
1. Resolutions of the 15th meeting of the 7th board of directors;
2. Resolutions of the 11th meeting of the 7th board of supervisors;
3. Prior approval opinions of independent directors on relevant matters;
4. Independent opinions of independent directors on relevant matters;
5. Cecep Solar Energy Co.Ltd(000591) component purchase and sales contract.
It is hereby announced.
Guangdong Golden Glass Technologies Limited(300093) board of directors
February 28, 2002
