Securities code: 600732 stock abbreviation: Shanghai Aiko Solar Energy Co.Ltd(600732) No.: pro 2021-088 Shanghai Aiko Solar Energy Co.Ltd(600732)
Announcement on expected daily connected transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
In order to meet the needs of daily operation and stable supply chain, Shanghai Aiko Solar Energy Co.Ltd(600732) (hereinafter referred to as "the company") subsidiaries Guangdong aixu Technology Co., Ltd., Zhuhai Fushan aixu Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd., Zhejiang aixu Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd Tianjin aixu Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. (hereinafter referred to as the "subsidiary of the company") plans to engage in raw material procurement and processing services with the related party Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. and its subsidiaries (hereinafter referred to as "Guangdong Gaojing and its subsidiaries"). It is estimated that the cumulative transaction amount from January 2022 to April 2023 will be RMB 11 billion (including tax).
The above daily connected transactions are the company's daily production and operation business, and the market fair price is taken as the pricing standard, which will not have an adverse impact on the company's sustainable operation ability, affect the company's independence, and do not damage the interests of the company and all shareholders. The company will not rely on related parties because of the above connected transactions. As the estimated amount of daily connected transactions has reached and exceeded 5% of the company's latest audited net assets, this matter needs to be submitted to the general meeting of shareholders for deliberation.
All contract signing and execution amounts involved in this announcement are tax inclusive
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
1. On December 30, 2021, the 26th meeting of the 8th board of directors held by the company considered and adopted the proposal on expected daily connected transactions. The voting results of the proposal were 6 affirmative votes, 0 negative votes, 1 abstention vote and 0 abstention vote. Yu Xinhua, a connected director, avoided voting on the proposal. The other 6 unrelated directors attending the meeting unanimously agreed to the proposal.
2. The independent directors of the company conducted a pre audit on the related party transaction before the meeting of the board of directors and considered that:
The daily related party transactions between the subsidiary and Guangdong Gaojing and its subsidiaries are expected to be reasonable and objective, and the pricing follows
The principles of openness, fairness and justice were. It will not rely on related parties for such related party transactions. Current predictor
In line with the needs of the company's operation and development, there is no situation that damages the interests of the company and minority shareholders.
3. The 13th meeting of the 8th Audit Committee of the company reviewed and approved the report on expected
The audit opinions are as follows: the subsidiary of the company plans to cooperate with Guangdong Gaojing and its subsidiaries
The related party transactions of the company are necessary for the daily production and operation of the company, and the transaction pricing policy and basis are in line with the original market conditions
It follows the principles of openness, fairness and impartiality, conforms to the interests of both parties to the transaction, and will not damage the listed company and the whole company
Interests of shareholders.
4. The independent directors of the company have expressed their independent opinions on the daily related party transactions as follows:
During the daily related party transactions between the company's subsidiaries and Guangdong Gaojing and its subsidiaries, the company
The affiliated directors of the company have avoided voting, and the voting procedures are legal and effective. This day-to-day related party transaction is in line with the normal of the company
Production and operation needs. The price of related party transactions is objective and fair, the related party transactions are fair and reasonable, and there is no damage to the company and
The interests of minority shareholders. Therefore, we agree to the daily related party transactions.
5. The 23rd Meeting of the 8th board of supervisors of the company deliberated and approved the daily related party transactions.
6. In accordance with the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, this proposal still needs to be approved
Submit to the general meeting of shareholders for deliberation.
（2） Prediction and implementation of daily connected transactions in 2021
The reason for the large difference between the estimated amount of the contract actually signed by the related party transaction and the actual amount of the related party transaction (RMB 10000) of the related party transaction (RMB 10000)
It is expected to purchase silicon wafer 21000.00 from June to July
The contract for 35 million pieces will be signed at the end of December 2021 with the processing service department and the processing service department when Guangdong Gaojing and its subsidiaries expect to purchase 70000.00185205.33 silicon wafers from August to December
It is estimated that 160000.00 will be collected from October to December
Purchase of silicon wafers and processing services
Total / / 251000.00185205.33/
Note: the above connected transactions have been approved by the 19th meeting of the 8th board of directors, the third extraordinary general meeting of shareholders in 2021
Reviewed and approved by the fourth extraordinary general meeting of shareholders in 2021.
In addition to the above related party transactions, in 2021, the company's subsidiaries and Guangdong Gaojing and its subsidiaries also
Multiple related party transactions with small amount occurred. Up to now, the company's subsidiaries and Guangdong Gaojing and its subsidiaries
In 2021, a total of 25 related party transactions have occurred, and the total signed contract amount is about 1877.9125 million yuan.
（3） Estimated amount and category of this daily connected transaction
From January 2022 to the beginning of the year to the present, the estimated amount of related party transactions with related parties in the same industry. The reason for the difference between the estimated proportion of related party transactions in the cumulative signed transactions with related parties in the same industry in April 2023 and the actual amount of category amount (RMB 10000) (%) in 2021 compared with that of category amount (RMB 10000) (%)
The raw materials are purchased from Guangdong Gaojing and the expected market demand, the purchase and processing of its subsidiaries increased by 1100000.00100% 187791.25100%, and the production and service of the company can be improved
Total / 1100000.00/187791.25//
2、 Introduction to related parties and related relationships
(i) Basic information of related parties
Name of related party: Guangdong Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd
Unified social credit Code: 91440400ma53f9ad58
Nature of enterprise: other limited liability companies
Registered address: unit B25, second floor, building 4, No. 153, rong'ao Road, Hengqin new area, Zhuhai
Legal representative: Xu Zhiqun
Registered capital: 285614800
Equity structure: Zhuhai Tianyan Investment Co., Ltd. holds 32.51% and is the controlling shareholder
Business scope: general items: manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Cecep Solar Energy Co.Ltd(000591) sales of heat utilization products; Cecep Solar Energy Co.Ltd(000591) sales of heat utilization equipment; Research and development of special electronic materials; Manufacturing of special electronic materials; Sales of electronic special materials; Manufacturing of mechanical and electrical equipment; Manufacturing of special equipment for semiconductor devices; Sales of special equipment for semiconductor devices; Manufacturing of non-metallic mineral products; Sales of non-metallic minerals and products; Sales of electrical and mechanical equipment; Technology intermediary services; Import and export of goods; Technology import and export. (except for the projects subject to approval according to law, the company shall independently carry out business activities according to law with its business license).
History: Guangdong Gaojing was founded on July 3, 2019. The company plans to build 50gw large-size monocrystalline silicon wafer project in Zhuhai, Guangdong. The first phase of 15gw large-size monocrystalline silicon wafer project has been officially put into operation in June 2021, and the second phase of 15gw large-size monocrystalline silicon wafer project will be put into operation in January 2022, Phase III project 30GW large-size monocrystalline silicon wafer project is also expected to be put into operation in 2023. At present, various production and operation activities of Guangdong Gaojing are being carried out in an orderly manner. With the development of Guangdong Gaojing's production and operation, it has the ability to stably supply raw materials to the company. The company's incorporation into the supply chain management system will help to stabilize the company's raw material supply and improve the stability of the company's operation. Financial status: as of December 31, 2020, the main financial data (Unaudited) of Guangdong Gaojing are:
The total assets are 251 million yuan and the net assets are 246 million yuan; In 2020, the operating income will be 89100 yuan and the net profit will be 8500 yuan. The above financial indicators are the relevant data at the initial stage of the establishment of Guangdong Gaojing, and the asset scale and business scale are relatively small. Guangdong Gaojing's main production capacity was put into operation in June 2021, and reached production capacity and stable supply in the second half of the year. The company has good operation, qualified product quality and the ability to perform subsequent transactions.
Subsidiaries of Guangdong Gaojing: including but not limited to Guangdong Jinwan Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd. and Qinghai Gaojing Cecep Solar Energy Co.Ltd(000591) Technology Co., Ltd.
Others: the company is independent of related parties in terms of property rights, business, assets, creditor's rights and debts, personnel, etc. （2） Relationship with the company
Mr. Yu Xinhua, the director of the company, became a director of Guangdong Gaojing on March 5, 2021. According to paragraph (3) of article 10.1.3 of the stock listing rules of Shanghai Stock Exchange, Guangdong Gaojing and its subsidiaries constitute related parties of the company.
（3） Analysis on the execution and performance ability of similar related party transactions in the early stage
Up to now, 25 related party transactions have occurred between the company's subsidiaries and Guangdong Gaojing and its subsidiaries in 2021, with a total signed contract amount of about 1877.9125 million yuan and an actual executed amount of 1357.0416 million yuan (some contracts have not been executed yet).
Guangdong Gaojing is an enterprise existing according to law and in good operating condition, which fully has the performance ability of this connected transaction. All previous agreements / contracts signed with the company have been effectively implemented without breach of contract. With the improvement of supply capacity and product quality of Guangdong Gaojing and its subsidiaries and the improvement of the company's own production capacity, the company expects that the market demand for high-efficiency Cecep Solar Energy Co.Ltd(000591) battery products will further increase from 2022 to 2023, and the amount of business between the company and Guangdong Gaojing and its subsidiaries is expected to increase. Therefore, The company expects the cumulative amount of various daily related party transactions with Guangdong Gaojing and its subsidiaries from January 2022 to April 2023 to be RMB 110 million (including tax).
3、 Main contents and pricing policies of related party transactions
(i) Transaction content
The subsidiaries of the company plan to have daily business transactions with Guangdong Gaojing and its subsidiaries, such as raw material procurement and processing services, from January 2022 to April 2023, and the cumulative transaction amount is expected to be about 110 million yuan (including tax). The specific transaction details, transaction price, delivery and delivery time shall be subject to the actual monthly sales order.
Both parties can adopt direct mining or entrusted processing mode according to the actual situation. The specific execution conditions shall be negotiated and determined according to the actual business needs.
（3） Transaction settlement
Payment shall be made by bank acceptance or telegraphic transfer.
（4） Pricing policy
Both parties agree that the prices of raw material procurement and processing services will refer to the latest open market prices of similar businesses of pvinfolink and front-line manufacturers in the industry, which will be determined after negotiation by both parties.
4、 Purpose of related party transactions and its impact on Listed Companies
The above-mentioned daily related party transactions between the company and its subsidiaries and related parties will help stabilize the raw material supply capacity of the company's supply chain, stabilize the company's production and operation activities, and meet the objective needs of the company's normal production and operation and capacity expansion. The transaction follows the principles of openness, fairness and impartiality, based on the market price, the transaction is true, and there is no damage to the interests of the company and shareholders. The occurrence of the above daily connected transactions will not affect the business independence of the company and will not have an adverse impact on the company's sustainable operation ability.
5、 Online announcement attachment
(i) Opinions of independent directors and prior approval opinions;
（2） Audit Committee of the board of directors on connected transactions
