Securities code: Guizhou Wire Rope Co.Ltd(600992) securities abbreviation: Guizhou Wire Rope Co.Ltd(600992) Announcement No.: 2022008 Guizhou Wire Rope Co.Ltd(600992)
Daily related party transaction announcement
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:
It needs to be submitted to the general meeting of shareholders for deliberation.
Impact of daily related party transactions on Listed Companies: the daily related party transactions to be executed by the company comply with the principles of fairness, impartiality and openness, the transaction pricing is fair and reasonable, and the interests of both parties to the transaction are fully considered. The related party transactions do not damage the interests of the joint-stock company and its shareholders, especially the medium and small shareholders, and there is no great dependence on related parties. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
The company held the 16th meeting of the 7th board of directors on March 10, 2022, considered and approved the following daily connected transactions, and decided to submit the following connected transactions to the general meeting of shareholders for voting. The related directors avoided voting, and the voting procedure was in accordance with the procedure.
2. Prior approval and independent opinions of independent directors
The independent directors of the company, Ms. Ma Ying, Mr. Wei Wei and Mr. Liu Qiao, expressed the following independent opinions:
As an independent director of the company, in accordance with the guidance on the establishment of independent director system by listed companies, the guidelines for the governance of listed companies, the articles of association, the working rules for independent directors and other relevant provisions of the CSRC, we have verified the relevant materials of the company and believe that the daily connected transactions of the company are necessary for the production and operation of the company, Agree that the company will continue to execute the signed related party transaction agreement; Agree to sign the comprehensive service agreement with Zunyi Julong Trading Co., Ltd; It is agreed that the company will sign the comprehensive service agreement with Guizhou Qianli Industrial Co., Ltd. and Zunyi Maite industry and Trade Co., Ltd; Agree to submit the daily related party transaction agreement to the general meeting of shareholders for deliberation, and express the following independent opinions: (1) the daily related party transaction agreement to be executed by the company complies with the principles of fairness, impartiality and openness, and the transaction is determined
The price is fair and reasonable, fully considering the interests of both parties to the transaction, and the related party transaction does not damage the joint stock company and its shareholders
It is the situation of the interests of medium and small shareholders.
(2) The above related party transactions are conducive to the company's rational allocation of resources and are of positive significance to the company's stability and expansion of the market.
3. The following daily connected transactions need to be submitted to the general meeting of shareholders for approval, and the connected shareholders will avoid voting at the general meeting of shareholders.
(II) forecast and implementation of daily related party transactions in the previous year
Reason for large difference between the estimated amount and actual amount of related parties in the previous year (10000 yuan) (10000 yuan)
Increase in the amount of 800948.11 labor services provided by related parties
Providing entrusted processing to related parties reduces the entrusted processing volume of the entrusted limited liability company due to the guarantee that the company's labor Guizhou steel rope (Group) has an 8000 contract
Decrease in the amount of labor services provided to related parties
Land and house leasing decreased by 55036944
Land lease Zunyi Guisheng Real Estate Development Co., Ltd. 280125.92
Development Co., Ltd
The amount of labor services provided by related parties Guizhou Qianli Industrial Co., Ltd. decreased by 189686 in 2000
department
The amount of labor services provided to related parties decreased by 200 65.06
Accepting labor services provided by related parties Zunyi Maite industry and Trade Co., Ltd. 1000743.74
Ren company
Total 134304301.67
(III) basic information of daily connected transactions in 2022
From the beginning of this year to the disclosure date of similar transactions and the category of related party transactions, the proportion of the total estimated amount of related parties of RMB 10000 by products or labor services has been% in total Amount (10000 yuan)
Accepting comprehensive labor services provided by related parties 800100 109.73
Providing labor services to related parties and entrusted processing of wire rod products Guizhou steel rope (Group) 10000 total: 100
House and land leasing house, land and equipment Leasing Co., Ltd. 11900
500 100 61.57
Provision of labor services to related parties water and electricity Tsinghua Tongfang Co.Ltd(600100) 18.97
Total premises of Guisheng in Zunyi City:
Land leasing land real estate development Co., Ltd. 280280 100 20.99
Receiving auxiliary services for labor production and operation provided by related parties, Guizhou Qianli industry has 6050 total: 100740.90 providing labor services to related parties, wind and Power Co., Ltd. 4506500100 18.97
Accepting the labor production and operation auxiliary services provided by related parties, Zunyi Maite industry and trade has 2500 total: 100177.38, limited liability company 2500
Zunyi Julong commerce and Trade Co., Ltd. accepts labor assistance services provided by related parties in total: 100.54.70
Provision of labor services to related parties electricity, oil and maintenance 150 Tsinghua Tongfang Co.Ltd(600100) 17.84
2、 Introduction and relationship of related parties
Guizhou steel rope (I) Co., Ltd
1. Basic information:
Guizhou steel rope (Group) Co., Ltd
Legal representative: Wang Xiaogang
Registered capital: 645.44 million yuan
Registered address: No. 47, Taoxi Road, Zunyi City
Main business: steel wire, steel wire rope, steel for concrete (steel wire, steel rod and steel strand), ingot, billet, wire rod, small steel, mechanical equipment manufacturing, export of iron wire, steel ball, nail, oxygen, steel wire, steel wire rope and related technologies, import of raw and auxiliary materials, machinery, instruments and accessories required by the Institute of Obstetrics and Gynecology of steel wire and steel wire rope Acquisition of waste steel, processing of foreign samples, processing of incoming parts, processing of incoming parts and materials and compensation trade business, construction electromechanical installation engineering, flower garden, rigging processing, chemical products (excluding dangerous chemicals) and cargo transportation.
Controlling shareholder: Guizhou Qiansheng state owned Assets Management Co., Ltd
State owned Assets Supervision Committee of Guizhou Provincial Government: actual controller
In 2020, the total assets were 4417579900 yuan and the net assets were 1685462000 yuan
2. Relationship with listed companies:
Guizhou steel rope (Group) Co., Ltd. (hereinafter referred to as "group company") holds 23.46% of the shares of the company and is the controlling shareholder of the company, which is in line with article 10.1.3 of the stock listing rules.
3. Analysis of performance capability: Based on the analysis of the main financial indicators and business conditions of related parties, there is no possibility of bad debts.
4. Total amount of various daily connected transactions with the connected person:
It is estimated that the total amount of various daily related party transactions with the group company is 119 million yuan.
(II) Zunyi Guisheng Real Estate Development Co., Ltd
1. Basic information:
Zunyi Guisheng Real Estate Development Co., Ltd
Legal representative: Zhang Zongqian
Registered capital: 20 million yuan
Registered address: No. 47, Taoxi Road, Zunyi City
Main business: comprehensive real estate development and commercial housing sales, property management, warehousing, logistics and landscaping. In 2020, the total assets were 3747329 million yuan and the net assets were 133208 million yuan
2. Relationship with listed companies:
Zunyi Guisheng Real Estate Development Co., Ltd. (hereinafter referred to as "real estate development company") is a wholly-owned subsidiary of the group company, the controlling shareholder of the company, which meets the provisions of article 10.1.3 of the stock listing rules.
3. Analysis of performance capability: Based on the analysis of the main financial indicators and operating conditions of related parties, there is no possibility of bad debts.
4. Total amount of various daily connected transactions with the connected person:
It is estimated that the total amount of various daily connected transactions with the real estate development company is 2.8 million yuan.
(III) Guizhou Qianli Industrial Co., Ltd
1. Basic information:
Guizhou Qianli Industrial Co., Ltd
Legal representative: Li Changling
Registered capital: 3.24 million yuan
Registered address: steel rope factory, Honghuagang District, Zunyi City, Guizhou Province
Main business: production, processing, sales and technical services of fiber products; Production and sales of metal products, hardware, steel, thermal insulation materials and chemical raw materials (excluding dangerous chemicals); Motor repair and labor protection services (excluding labor dispatch and foreign labor cooperation); Production and sales of hardware tools, auto parts, plastic products, office supplies, metal welding and cutting gas, labor protection supplies and daily necessities.
Guizhou Qianli Industrial Co., Ltd. (hereinafter referred to as "Qianli company") was established on December 24, 2020. According to the notice of the State Council on printing and distributing the work plan for accelerating the stripping of social functions of state-owned enterprises and solving problems left over by history (Guo Fa [2016] No. 19), the guiding opinions of the general office of the State Council on carrying out the reform of factory run collectives nationwide (Guo Ban Fa [2011] No. 18) Guizhou steel rope (Group) Co., Ltd. shall perform the responsibilities of the investor in accordance with the guiding opinions on accelerating the reform of factory run large collectives (Guo Zi FA FA FA FA FA Fa [2016] No. 249) and other documents. In 2020, Qianli company had total assets of 134875 million yuan and net assets of 3.9742 million yuan.
2. Relationship with listed companies:
Qianli company is the controlling shareholder of the company
