Securities code: 000898 securities abbreviation: Angang Steel Company Limited(000898) Announcement No.: 2021-072 Angang Steel Company Limited(000898)
About with Delin Dry Port Supply Chain Service Co., Ltd
Announcement on related party transactions of joint investment in the establishment of Angang Industrial Products Co., Ltd
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.
1、 Overview of related party transactions
Angang Steel Company Limited(000898) (hereinafter referred to as the company or Angang Steel Company Limited(000898) ) convened the 55th meeting of the 8th board of directors on December 30, 2021. The company has 7 directors and 7 directors present at the meeting, reaching the quorum specified in the articles of association. The convening of the meeting complies with the provisions of the company law and the articles of association. The meeting deliberated and approved the proposal on the joint investment and establishment of Angang Industrial Products Co., Ltd. by the company and Delin Dry Port Supply Chain Service Co., Ltd. (hereinafter referred to as Delin dry port) with 6 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Wang Yidong, a related director, avoided voting on this proposal.
In order to give full play to the scale advantages, resource advantages and synergy of Angang's industrial chain cluster, accelerate the construction of the company's intelligent supply chain service platform, expand the modern supply chain industry and help the high-quality development of the enterprise, the company plans to jointly invest and establish Angang Industrial Products Co., Ltd. (hereinafter referred to as Angang industrial products, and the name shall be subject to the name approved by the industrial and commercial registration authority), The registered capital is RMB 180 million, of which the company contributes RMB 163.8 million, accounting for 91% of the registered capital; Delin dry port contributed 16.2 million yuan, accounting for 9% of the registered capital. The counterparty Delin dry port is a wholly-owned subsidiary of the controlling shareholder of the company. Therefore, Delin dry port has a connected relationship with the company, and this transaction constitutes a connected transaction.
For this related party transaction, the company contributed 163.8 million yuan, accounting for 0.31% of the audited owner's equity attributable to the parent company in the latest year. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the Listing Rules of the stock exchange of Hong Kong and the articles of association, this matter does not need to be submitted to the general meeting of shareholders for deliberation after being deliberated and approved by the board of directors of the company.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
Delin dry port, the counterparty of this transaction, is not a dishonest person to be executed.
2、 Introduction to related parties
Name of related party: Delin Dry Port Supply Chain Service Co., Ltd
Address: Tiexi District, Anshan City
Nature of enterprise: limited liability company
Registered address: Tiexi District, Anshan City
Main office location: No. 3, Anliu Road, Anshan City
Legal representative: Wang Feng
Registered capital: RMB 600 million only
Tax registration certificate No.: 91210300ma0qfblu1r
Main business: Road cargo transportation (network freight), non vessel transportation, warehousing, steel processing, refined oil retail, class II value-added telecommunications services, Internet information services, motor vehicle repair and maintenance, metal products sales, auto parts retail, chemical products sales, software development, information technology consulting services, Internet sales, etc.
Controlling shareholder: Anshan Iron and Steel Group Co., Ltd. (holding 100% equity of Delin dry port) actual controller: Anshan Iron and Steel Group Co., Ltd
Over the past three years, the production and operation of Delin dry port has operated stably.
Unit: RMB 10000
Project December 31, 2020 November 30, 2021
Net assets 18944.0658334
Project 2020 January November 2021
Main business income 486438.731053051.48
Net profit -4903.182472.19
Delin Lukang is a wholly-owned subsidiary of Anshan Iron and steel, the controlling shareholder of the company, which meets the related relationship stipulated in article 10.1.3 (2) of the stock listing rules of Shenzhen Stock Exchange. Therefore, Delin dry port has a connected relationship with the company, and this transaction constitutes a connected transaction.
Delin dry port is not a dishonest person.
3、 Basic information of investment object
1. Mode of contribution
Both the company and Delin dry port contribute in currency with their own funds.
2. Basic information of the target company
(1) Business scope
Procurement and consulting services of equipment, materials and other industrial products; E-commerce transactions of industrial products and supply chain financial services; Relevant logistics, warehousing and distribution services; Asset leasing and other services.
(2) Investment scale and shareholding ratio of investors
The registered capital of Angang industrial products is RMB 180 million, which is invested by the company and Delin dry port in currency, of which the company contributes RMB 163.8 million, accounting for 91% of the registered capital; Delin dry port contributed 16.2 million yuan, accounting for 9% of the registered capital.
(3) Enterprise positioning
Angang industrial products is a platform service provider for the procurement of equipment and materials of the company. Through the continuous integration of internal and external professional resources and capabilities of the company, it innovates new business models such as "easy to buy" on the Internet, gradually integrates the centralized and collaborative procurement business of equipment and materials of Angang Group, serves the internal and external units of the company, and serves the Wuxi Online Offline Communication Information Technology Co.Ltd(300959) supply and demand sides Upstream and downstream enterprises provide e-commerce trading platforms and related supply chain financial services, logistics services such as warehousing and distribution, and professional consulting services such as equipment manufacturing supervision, so as to form the advantages of intensive, platform and professional services, create an industrial product supply chain ecological platform of "professionalism, sharing, sunshine, efficiency and trust", and provide stable, high-quality Efficient professional procurement and guarantee services reduce the overall operating cost of the company and help
4、 Main contents of related party transaction agreement
1. Parties: Company (Party A), Delin dry port (Party B)
2. Signing date: December 30, 2021
3. Registered capital and payment method:
The registered capital of the subject company is RMB 180 million, of which Party A contributes RMB 163.8 million, accounting for 91% of the registered capital of the subject company; Party B contributes 16.2 million yuan, accounting for 9% of the registered capital of the subject company.
Party A and Party B shall make a one-time and full contribution in the form of monetary contribution when the target company is established, and the date of contribution shall be within one month after the completion of industrial and commercial registration.
4. Composition arrangement of the board of directors, board of supervisors and senior management of the subject company
(1) The board of directors has 7 members, including 4 external directors and 3 internal directors. One chairman shall be appointed by Party A, and the Secretary of the Party committee shall also serve as the legal representative of the enterprise; One employee director; The general manager is a director.
(2) The board of supervisors has 3 members, including 1 Chairman of the board of supervisors and 1 employee supervisor. (3) The Party committee has one party secretary, one Discipline Inspection Commission Secretary and one trade union chairman.
(4) At the initial stage of establishment, the management level is set with 4 people, including 1 general manager, 3 deputy general managers and 1 financial director.
5. Liability for breach of contract
During the establishment and operation of the company, if either party fails to perform the contract, violates its commitments and guarantees, or causes losses to the other party due to the fault of either party, it shall be deemed as a breach of contract, and the breaching party shall compensate the observant party for the direct losses caused thereby; However, if the shareholder is unable to perform the contract due to force majeure, his liability for breach of contract shall be exempted.
6. Conditions for entry into force
This contract shall come into force on the date when it is signed and sealed by both parties and approved by their respective decision-making bodies.
5、 Transaction purpose and impact on the company
It is in line with the company's development strategy to invest in the establishment of Angang industrial products and promote the resource integration and market-oriented reform of equipment and materials procurement platform, which is of great significance to accelerate the development of new business forms and expand the modern supply chain industry. First, it can give full play to the resource advantages and service capabilities of Wuxi Online Offline Communication Information Technology Co.Ltd(300959) procurement platform to provide enterprises with stable, efficient and high-quality professional procurement and guarantee services; Through the iterative upgrading of the information system, we can give full play to the advantages of PSCs and other information systems, build a trading platform for standardized operation between the supplier and the demander, carry out Internet "easy purchase" with online selection and bidding, avoid procurement risks and improve procurement efficiency; Second, it can give full play to the scale advantage, resource advantage and synergy of Angang industrial chain cluster, continuously improve the voice of enterprises and provide industrial products with the best cost performance. Third, build a flexible and efficient market-oriented operation system and mechanism to enhance the market vitality, power and competitiveness of enterprises.
After the establishment of Angang industrial products, the company will add a holding subsidiary with consolidated statements. The related party transaction agreement is conducted in accordance with general commercial terms. The terms of the agreement are fair and reasonable, in line with the interests of the company and its shareholders, and will not damage the interests of non related shareholders and minority shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of the year to the disclosure date, the total amount of various related party transactions (excluding related party transactions exempted from cumulative calculation after approval by the general meeting of shareholders, including related party transactions considered by the board of directors) accumulated with the related party (including other related parties controlled by the same subject or controlled by each other) was RMB 1289708300.
7、 Opinions of independent directors
The independent directors of the company have issued prior approval opinions on the above related party transactions and issued independent opinions as follows:
1. Related directors abstained from voting on the related party transaction at the meeting of the board of directors, and the voting procedures comply with the provisions of relevant laws, regulations and the articles of association. Related party transactions follow the principles of fairness and fairness and comply with legal procedures.
2. The connected transaction is conducted in accordance with general commercial terms and on fair and reasonable terms for the shareholders of the company.
3. The terms of the related party transaction agreement are fair and reasonable, in line with the interests of the company and its shareholders, and will not damage the interests of non related shareholders and minority shareholders.
8、 Check file directory
1. Resolutions of the 55th session of the 8th board of directors of the company;
2. Prior approval and opinions of independent directors.
Angang Steel Company Limited(000898) board of directors December 30, 2021
