Securities code: Masterwork Group Co.Ltd(300195) securities abbreviation: Masterwork Group Co.Ltd(300195) Announcement No.: 2022009 Masterwork Group Co.Ltd(300195)
Announcement on daily related party transactions between the company and Heidelberger Druckmaschinen AG and its 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.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Masterwork Group Co.Ltd(300195) (hereinafter referred to as “the company” or ” Masterwork Group Co.Ltd(300195) “), Heidelberger Druckmaschinen AG (Chinese name “Heidelberg Printing Machinery Co., Ltd.”) and its subsidiaries (hereinafter referred to as “Heidelberg”) sell each other’s machinery and equipment, purchase each other’s accessories and labor services in daily business. According to the actual situation of the daily related party transactions of the company and its subsidiaries in 2021 and the needs of the company’s business development, it is estimated that the total amount of various daily operating related party transactions between the company and its subsidiaries and Heidelberg in 2022 will not exceed RMB 390.2 million.
The company held the 23rd Meeting of the 5th board of directors on March 9, 2022, deliberated and passed the proposal on the daily related party transactions between the company and Heidelberger Druckmaschinen AG and its subsidiaries. The related directors Li Li and Gao Mei avoided voting, and five non related directors should participate in the voting. The proposal was approved by 5 votes and opposed by 0 votes, It was adopted with 0 abstentions. The independent directors recognized the connected transaction in advance and expressed independent opinions on the connected transaction. The 21st Meeting of the 5th board of supervisors of the company deliberated and approved the proposal and issued audit opinions, and the related supervisor Dong Hao avoided voting. Huatai United Securities Co., Ltd. issued verification opinions.
This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation. Ms. Li Li, the connected person who has an interest in the connected transaction, and Tianjin Mingxuan Investment Co., Ltd. (hereinafter referred to as “Mingxuan investment”) will abstain from voting.
(II) category and amount of daily related party transactions with Heidelberg in 2022
Unit: RMB 10000
Related party transaction related party transaction content related party transaction pricing estimated amount of 2022 as of the disclosure date based on the principle of occurrence of the previous year amount incurred
Purchase Heidelberg printing equipment from related parties at the market price of 962760 66.09567403
Selling Heidelberg printing equipment and accessories to related parties market price 2925240 943.491994823 selling products and commodities
Provide Heidelberg service fee to related parties at the market price of 20.00 0.00 9.66 for labor services
Accept the labor services provided by the related party at the market price of Heidelberg service fee of 120.00, 10.79 and 85.47
Total 39020001020362571739
Note: if there is any difference between individual data and summary data in this table, it is caused by rounding in data calculation.
(III) actual occurrence of daily connected transactions with Heidelberg in 2021
Unit: RMB 10000
Actual amount of related party transactions in 2021 actual amount of related party transactions in 2021 actual amount and estimated amount of related party transactions of related parties by disclosure date in the estimated amount of similar businesses difference and index
Amount proportion (%) (%)
Purchase Heidelberg seal from related parties 567403457604 6.36% 23.99%
Buy commodity brush equipment and accessories
Sales to related parties Heidelberg sales of printing equipment 19948232703110 13.03% – 26.20% cninfo sales products, commodities and accessories network: 2021
Mention Heidelberg service fee to related parties 9.66 2.00 0.01% 383.00% March 20, Labor Service Announcement No.:
Accept the labor services provided by the related party Heidelberg service fee of 85.47 36.00 0.10% 137.42% 2021020
Total 25717393164514 —
Description of the board of directors of the company on the large difference between the actual situation of daily connected transactions and the prediction (if applicable) description of the independent directors of the company on the large difference between the actual situation of daily connected transactions and the prediction (if not applicable)
Note: if there is any difference between individual data and summary data in this table, it is caused by rounding in data calculation.
2、 Basic information of related parties
(I) basic information
Company name: Heidelberger Druckmaschinen AG (Chinese name “Heidelberg printing machinery”)
Joint stock company “)
Nature of enterprise: joint stock company
Company domicile: Kurf ü rsten-anlage52-60, Heidelberg, Baden-W ü rttemberg, 69115, Germany
Business Registration No.: hrb330004
Business scope: provide prepress equipment, including computer direct sector making (CTP), screen printing computer direct sector making (CTS); Provide printing equipment, including digital printing, sheet fed offset printing, flexographic printing, label printing, etc.
The financial data of Heidelberg are as follows:
In millions of euros
December 31, 2021 March 31, 2021 March 31, 2020
(Unaudited) (audited) (audited)
Total assets 22292169 2603
Total liabilities 20682060 2400
Net asset value 161109 202
In millions of euros
April 1-december 31, 2021 fiscal year 2020 / 2021 fiscal year 2019 / 2020
(Unaudited) (audited) (audited)
Net sales revenue 15651913 2349
Net profit after tax 40 – 43 – 343
(II) relationship
Ms. Li Li, the chairman, President, controlling shareholder and actual controller of the company, serves as the representative supervisor of Heidelberg shareholders, and holds masterworkmachine s à RL through Tianjin Mingxuan Investment Co., Ltd. (hereinafter referred to as “Mingxuan investment”) which is actually controlled (hereinafter referred to as “EVA Luxemburg”) has 100% equity. EVA Luxemburg holds 2574377shares of Heidelberg, accounting for 8.46% of the total shares of Heidelberg at present; Gao Mei, the director of the company, served as the investment manager of Mingxuan. Heidelberg is a related party of the company in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and the articles of association.
(III) performance capacity
According to the financial data published by Heidelberg, Heidelberg is in good operation and there are no major uncertainties affecting its performance ability; As a company listed on the German Stock Exchange, Heidelberg has good credit status. In conclusion, the company believes that Heidelberg has good performance ability and can perform the contract in daily transactions.
3、 Main contents of related party transactions
(I) related party transaction agreement
The company signed the product distribution agreement and relevant annexes with Heidelberg in 2014. As the company’s exclusive agent in markets other than China and Japan, Heidelberg uses its 170 year old global sales network to sell the company’s EVA brand products and provide corresponding after-sales services; A new agency sales agreement was signed in 2021, extending the validity period of the original agreement while expanding the scope of cooperation between the two sides. For details, see the notice on signing agency sales agreement and related party transactions with Heidelberg (Announcement No.: 2021052) disclosed by the company on cninfo.com on May 13, 2021.
The company signed a strategic cooperation agreement with Heidelberg in 2019. The two sides will cooperate in two-way distribution, two-way supply, data sharing, financial leasing business development and other business fields. Changrong Huaxin, the holding subsidiary of the company, signed a cooperation agreement with Heidelberg printing equipment (Beijing) Co., Ltd. in December 2019. The two sides carried out strategic cooperation in financial leasing, For details, see the announcement on the holding subsidiary’s intention to sign a cooperation agreement and related party transactions with Heidelberg Beijing (Announcement No.: 2019147) disclosed by the company on cninfo.com on December 12, 2019.
(II) pricing policy and basis
Both parties shall follow the principle of fair and reasonable pricing, take the market price as the basis, and sign specific agreements according to the actual transaction conditions.
4、 Purpose of related party transactions and its impact on Listed Companies
Heidelberg is the company’s agent and important strategic partner in the overseas market. By signing an agreement with Heidelberg, the company uses its sales and service team to exclusively sell the products agreed by both parties in the overseas global market, which improves the brand influence of the company’s products in the international market and promotes the company’s overseas market development and product sales; At the same time, by selling Heidelberg products in China, we will further deepen the long-term strategic partnership between the two sides and strengthen their respective market positions on the basis of providing customers with cost-effective and competitive products.
The related party transactions between the company and Heidelberg meet the needs of the company’s main business development and have no impact on the company’s independence. The company’s main business does not rely on related parties due to such transactions. The related party transactions between the company and Heidelberg follow the principles of openness, fairness and impartiality, and the price is fair, which is in line with the interests of the company and all shareholders. 5、 Prior approval and independent opinions of independent directors
The independent directors of the company issued the following opinions in advance: we have obtained the relevant materials submitted by the company on the daily connected transactions between the company and Heidelberg. We believe that the connected transactions of the company this time follow the principles of openness, fairness and impartiality
