Securities code: Zhejiang Windey Co.Ltd(300772) securities abbreviation: Zhejiang Windey Co.Ltd(300772) Announcement No.: 2022018 Zhejiang Windey Co.Ltd(300772)
Announcement on daily connected 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.
Zhejiang Windey Co.Ltd(300772) (hereinafter referred to as "the company") held the 29th meeting of the 4th board of directors and the 24th Meeting of the 4th board of supervisors on March 7, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The specific situation is hereby announced as follows:
1、 Basic information of daily connected transactions
(I) overview of daily related party transactions in 2022
According to the needs of the company's business development and daily operation, the company is expected to have related party transactions with Cecep Wind-Power Corporation(601016) (hereinafter referred to as " Cecep Wind-Power Corporation(601016) ") and its controlled enterprises, Zhejiang Military Industry Group Co., Ltd. and Zhejiang Xinhua Machinery Manufacturing Co., Ltd. controlled by Zhejiang Electromechanical group Co., Ltd. (hereinafter referred to as "Electromechanical group"), It is estimated that the total amount of spare parts and services sold to Cecep Wind-Power Corporation(601016) and enterprises controlled by Cecep Wind-Power Corporation(601016) and enterprises controlled by Cecep Wind-Power Corporation(601016) and the total amount of spare parts purchased from enterprises controlled by Electromechanical group in 2022 will be RMB 40 million.
In order to improve management efficiency, the company plans to temporarily implement the daily related party transactions in 2023 according to the expected daily related party transactions in 2022 before the daily related party transactions in 2023 are considered and approved by the general meeting of shareholders of the company. The execution time is from January 1, 2023 to the time when the estimated amount of formal daily connected transactions in 2023 is reviewed and approved.
At the 29th meeting of the Fourth Board of directors and the 24th Meeting of the Fourth Board of supervisors held on March 7, 2022, the company deliberated and adopted the proposal on the expected daily connected transactions in 2022. When considering the related party transactions with Cecep Wind-Power Corporation(601016) and its controlled enterprises, the related directors Ling Qiang and Shi kunru abstained from voting, and the voting results were 7 in favor, 0 against and 0 abstention; When considering the related party transactions with the enterprises controlled by Zhejiang Electromechanical group Co., Ltd., the related directors Gao Ling, Chen Qi and Bei renfang abstained from voting. The voting results were 6 in favor, 0 against and 0 abstention. Among them, the proposal on the expected daily connected transactions in 2022 needs to be submitted to the general meeting of shareholders for deliberation, and the connected persons interested in the connected transactions will avoid voting on the above-mentioned connected transactions at the general meeting of shareholders.
(II) forecast of daily connected transactions in 2022
(1) Estimated daily transactions and related party transactions of the enterprise
Unit: 10000 yuan
Related party transaction related party transaction content related party transaction pricing 2022 expected delivery as of the disclosure date
Other principle: easy amount incurred amount
Selling Cecep Wind-Power Corporation(601016) and its controlled spare parts to related parties and market-oriented pricing of service 400000 157.02123829
Business expenses of commodity selling enterprises
Total 400000 157.02123829
Note: 1. The sales of wind turbine units shall follow the relevant procedures of public bidding, so the annual forecast will not be carried out;
2. Due to the large number of Cecep Wind-Power Corporation(601016) subsidiaries and the uncertainty of the subject of spare parts procurement, the spare parts procurement is consolidated and listed according to the same actual controller.
(2) Estimated daily related party transactions with enterprises controlled by Electromechanical group
Unit: 10000 yuan
Related party transactions related party transactions are scheduled for 2022, and the actual amount of the previous year as of the disclosure date
The transaction amount of category related parties is calculated according to the content price principle of related party transactions
forehead
Material procurement and market-oriented pricing of Zhejiang Military Industry Group Co., Ltd
Labor service 1250000 514.431000784
Purchase and purchase materials from related parties
Purchase commodity: Zhejiang Xinhua Machinery Manufacturing Co., Ltd. industrial service market pricing 420000 43.90327578
Zhejiang Huachang Hydraulic Machinery Co., Ltd. material procurement market pricing 400.00 66.19 434.63
Lease / purchase to related parties
Provide leasing / market-oriented pricing of enterprise services controlled by Electromechanical group 900.00 2.67 414.43
Procurement services
Total 1800000 627.191413268
Note: since the Electromechanical group has a large number of subsidiaries involved in testing and design and the single amount is small, the service procurement shall be consolidated and listed according to the same actual controller.
For the transactions with the above related parties, within the expected limit of the total related party transactions, each related company can make appropriate adjustment.
If the total amount of daily connected transactions with related parties in 2022 exceeds the above estimated amount, the company will perform disclosure or review procedures in accordance with relevant regulatory provisions.
2. Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
The actual amount of the actual amount in the related party transaction accounts for the actual amount of the related party transaction type, the estimated amount of the capacity of the related party transaction, and the difference between the proportion of similar businesses and the estimated amount
Proportion of the expected amount of related party transactions to the actual amount of related party transactions of the same type
Cecep Wind-Power Corporation(601016) and its controlled spare parts sales
Enterprises and service fees for selling goods and services to related parties 123829400000 30.96% - 69.04%
Providing services to related parties Zhejiang electromechanical product quality equipment site 66.44 50.00 132.88%
Rental of Testing Institute
Material procurement of Zhejiang Military Industry Group Co., Ltd. 10007841100000 90.98%
company
Zhejiang Xinhua Machinery Manufacturing Co., Ltd. purchased 327578300000 materials, 109.19% - 4.83% from related parties
Material procurement of Zhejiang Huachang hydraulic machinery 434.63 500.00 86.93%
Limited company
Service procurement of Zhejiang Electromechanical group Co., Ltd. 348.00 300.00 116.00%
Other enterprises controlled by the company
For details, please refer to www.cn.info.com.cn Relevant announcement: Announcement on confirming the excess part of daily connected transactions in 2020 and daily connected transactions in 2021 (Announcement No.: 2021035), which was disclosed on April 24, 2021 and the index.
The board of directors of the company estimated that the difference between the actual amount and the estimated amount of the daily affiliated company and Cecep Wind-Power Corporation(601016) and the enterprises under its control was - 69.04%, mainly because the actual situation and the estimated deposit limit of the company were estimated based on the upper limit of the possible business in 2021, but the sales of spare parts were affected by the operation of the wind farm, With uncertainty.
The independent directors of the company have verified the daily connected transactions, and the explanation of the board of directors on the difference between the actual and expected daily connected transactions in 2021 is consistent with the actual situation of the company and the actual situation of the company. The daily connected transactions that have occurred in 2021 are fair and reasonable, If there is no damage to the interests of the shareholders of the related party in case of great difference between the company and other non related parties.
Note: the difference in mantissa between the sum of the direct addition of the detailed numbers in the above tables (II) and (III) is caused by rounding
2、 Introduction to related parties and related relationships
(I) basic information
1 Cecep Wind-Power Corporation(601016)
Legal representative: Liu Bin
Registered capital: 5012632000 yuan
Registered address: 12 / F, block a, energy saving building, No. 42, Xizhimen North Street, Haidian District, Beijing
Business scope: development, investment management, construction, operation and maintenance, and equipment modification of wind power projects
Make; Relevant business consultation and technology development; Import and export business. (1) market entities independently choose business projects according to law,
Carry out business activities; Projects subject to approval according to law shall be operated according to the approved contents after being approved by relevant departments
Activities; It is not allowed to engage in the business activities of projects prohibited and restricted by the industrial policies of the state and this Municipality.)
Main financial data of 2020 (audited): as of December 31, 2020, total assets
330843002 million yuan, net assets 105644633 million yuan; Operating income in 2020: 26672133
The net profit was 665168900 yuan. Main financial data of 2021 (Unaudited): as of December 31, 2021, the total assets were 39416074000 yuan and the net assets were 10660179600 yuan; In 2021, the operating revenue was 3538902500 yuan and the net profit was 76753784 yuan.
Related relationship: cecep Technology Investment Co., Ltd. and cecep Industrial Development Co., Ltd. jointly hold more than 5% of the shares of the company in the past 12 months, Cecep Wind-Power Corporation(601016) and cecep Technology Investment Co., Ltd. and cecep Industrial Development Co., Ltd., the shareholders of the company, are controlled by cecep. 2. Zhejiang Electromechanical group Co., Ltd. and its controlled enterprises
(1) Zhejiang Electromechanical group Co., Ltd
Legal representative: Xie Ping
Registered capital: 800 million yuan
Registered address: No. 95, Yan'an Road, Qingbo street, Shangcheng District, Hangzhou, Zhejiang
Business scope: coal sales (without storage), import and export business (with upper limit branches). Operation and management of state-owned assets authorized by the provincial government; Industrial investment; Development and production of mechanical and electrical products; Complete set of electromechanical equipment; Metal material
