Securities code: 601633 securities abbreviation: Great Wall Motor Company Limited(601633) Announcement No.: 2021-183 convertible bond Code: 113049 convertible bond abbreviation: Changqi convertible bond
Great Wall Motor Company Limited(601633)
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:
The following daily connected transactions need to be submitted to the company's first extraordinary general meeting in 2022 for deliberation
The following daily related party transactions have no significant impact on the listed company (the company will not rely heavily on related parties)
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
Great Wall Motor Company Limited(601633) (hereinafter referred to as "the company" or "the company") convened the 30th meeting of the seventh board of directors on December 31, 2021, deliberated and adopted the proposal on the expected daily connected transactions in 2022-2024. 7 members of the board of directors of the company attended the meeting. During the deliberation of the proposal, Mr. Wei Jianjun, a related director, avoided voting, and the non related directors unanimously agreed to the above proposal. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. The following daily connected transactions need to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
With the prior approval of the independent directors of the company, the independent directors issued the following prior approval opinions:
The daily related party transactions between the company and its holding subsidiaries (hereinafter referred to as "the group") and relevant related parties are necessary for the normal operation of the company, comply with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the Listing Rules of Shanghai Stock Exchange, the governance standards of listed companies and other laws, and the related party transactions involved are fair Fair and open, fair and reasonable transaction pricing, which will not affect the independence of the company, and there is no situation damaging the interests of the company and its shareholders, especially minority shareholders.
At the 30th meeting of the seventh board of directors of the company, when considering the proposal on the expected daily connected transactions in 2022-2024, the independent directors expressed the following independent opinions:
The daily related party transactions between the group and related parties are required by the normal operation of the company. The transaction pricing follows the principles of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company. The terms of the framework agreement are general commercial terms, which are in line with the overall interests of the company and its shareholders and will not affect the independence of the company, There is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
When the board of directors considered the proposal on daily connected transactions expected for 2022-2024, the connected directors have avoided voting. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association.
It is agreed that the daily related party transactions in 2022-2024 are expected.
The audit committee of the board of directors of the company carefully and comprehensively reviewed the daily related party transactions submitted by the company. The audit committee of the board of directors of the company believes that:
The daily connected transactions between the group and related parties in 2022-2024 comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws, as well as the Listing Rules of Shanghai Stock Exchange and the governance standards of listed companies. The daily connected transactions involved are fair, fair and open, and the transaction pricing is fair and reasonable, It will not affect the independence of the company and will not damage the interests of the company and its shareholders, especially minority shareholders.
It is agreed to submit the proposal on daily connected transactions expected to be conducted in 2022-2024 to the 30th meeting of the seventh board of directors of the company for deliberation.
（2） Daily related party transactions from 2019 to 2021 related party transactions between the group and Baoding Great Wall Holding Group Co., Ltd. (hereinafter referred to as "Great Wall holding") (including companies directly or indirectly controlled by it) from 2019 to 2021 are as follows:
Currency: RMB unit: 10000 yuan
2019 2020 2021
Category actual amount expected amount upper limit actual amount expected amount upper limit actual amount expected amount upper limit actual amount from January to November 2021
Purchased products 94089.18596500.00175433.751373200.00316671.951799100.00
Sales products 30118.23382605.0024438.41649904.0045831.321038920.00
Procurement services 4707.409788.004257.705000.0027286.6838500.00
Provision of services 3228.522760.003482.668100.005516.898900.00
Lease 1177.171811.006336.8814200.0035817.1698400.00
Provide lease 693.10441.001122.533100.001266.493400.00
Total 134013.60993905.00215071.932053504.00432386.452987220.00
（2） The maximum amount and category of daily related party transactions from 2022 to 2024. The expected related party transactions between the group and Great Wall Holdings (including companies directly or indirectly controlled by it) from 2022 to 2024 are as follows:
Currency: RMB unit: 10000 yuan
Category 2022 estimated amount ceiling 2023 estimated amount ceiling 2024 estimated amount ceiling
Purchased products (Note 1) 2154566.002481629.002620603.00
Sales products (Note 2) 212155.00318735.00435928.00
Procurement services (Note 3) 97593.0090764.0091607.00
Provision of services (Note 4) 13780.0011361.004770.00
Lease (short term) (Note 5) 91235.00133421.00131076.00
Lease (long term) (Note 5) 126615.002769.001683.00
Provide lease (Note 6) 1048.00941.001052.00
Purchase power battery assembly; Purchase steam from Baoding Kelin heating Co., Ltd., water and electricity from Baoding Great Wall Intelligent Technology Co., Ltd. (hereinafter referred to as "intelligent technology"), and materials from intelligent technology and its subsidiaries and honeycomb energy Baoding Branch.
The purchase transactions between the group and Great Wall holdings are mainly the group's purchase of power battery assemblies from honeycomb energy. Therefore, the proposed annual upper limit of the group's purchase product transactions with great wall holdings from 2022 to 2024 is expected to increase significantly related to the historical amount.
Note 2: the sales products are mainly the group's sales of production lines, molds and lines to intelligent technology and its subsidiaries, equipment to Weishi Energy Technology Co., Ltd. (hereinafter referred to as "Weishi energy"), parts to honeycomb energy and its subsidiaries, and office facilities to Weishi energy Baoding Branch and Weishi energy technology Hebei Co., Ltd;
The sales transactions of products are mainly the sales of office facilities to Weishi energy Baoding Branch and Weishi energy technology Hebei Co., Ltd., and the sales of parts and components to honeycomb energy and its subsidiaries. Therefore, the transaction ceiling of the group's sales of products to related parties from 2022 to 2024 will be significantly higher than the historical amount.
Note 3: procurement services mainly include procurement of bidding services from Baoding Great Wall Holding Group Co., Ltd., entrustment of honeycomb energy Baoding Branch for technical development services, entrustment of greening services from Baoding Furui Garden Co., Ltd., entrustment of Colin heating for power purchase management and hazardous waste treatment services, entrustment of Weishi energy development services Tianjin Yihe Information Technology Co., Ltd. (hereinafter referred to as "Tianjin Yihe") is entrusted with software development services, Baoding Branch of haomo Zhixing Technology Co., Ltd. (hereinafter referred to as "haomo Zhixing Baoding Branch") is entrusted with technology development services, and Beijing love Property Service Co., Ltd. is entrusted to manage the expert building Baoding craftsman ingenuity Decoration Engineering Co., Ltd. specially repaired the expert building;
The procurement service transactions are mainly the group's entrustment of honeycomb energy baodingfen for technology development services, the entrustment of Momo Zhixing baodingfen for technology development services, and the entrustment of Tianjin Yihe software for development services. Therefore, the transaction ceiling of the group's procurement of services from related parties from 2022 to 2024 will be significantly higher than the historical amount.
Note 4: the services provided are mainly transportation and storage services provided by the group to honeycomb energy and Baoding Branch of honeycomb energy, forklift loading and unloading services provided to Weishi energy, expansion training services provided to Baoding Bochuang park construction and Development Co., Ltd. and Baoding love real estate Co., Ltd., development services provided to Baoding branch of honeycomb energy and Weishi energy, and development services provided to Baoding Branch of Weishi energy Honeycomb energy and honeycomb energy provide testing services.
Note 5: Leasing mainly means that the Group leases vehicles from Tianjin Great Wall shared Automobile Service Co., Ltd. (including subsidiaries); Lease houses from honeycomb energy (including branch), love life Housing leasing (Baoding) Co., Ltd., Shanghai fuel cell vehicle power system Co., Ltd., Baoding love real estate Group Co., Ltd. and Great Wall holdings; Lease plant, land and equipment from smart technology and its subsidiaries; Lease equipment from Chongqing chuangpan Enterprise Management Co., Ltd.
Leasing transactions mainly involve the group leasing plant, land and equipment from smart technology and its subsidiaries. Therefore, the upper limit of the group's leasing transactions with related parties from 2022 to 2024 will be significantly higher than the historical amount.
According to the accounting standards for Business Enterprises No. 21 - leasing revised by the Ministry of Finance in 2018, the leasing transactions of the group under the framework agreement include long-term leasing and short-term leasing. Long term leases refer to leases with a lease term of more than 12 months, while short-term leases refer to leases with a lease term of 12 months or less.
According to the accounting standards for Business Enterprises No. 21 - leasing revised by the Ministry of finance of the people's Republic of China in 2018
