Stock Code: China Avionics Systems Co.Ltd(600372) stock abbreviation: China Avionics Systems Co.Ltd(600372) No.: pro 2022012
China Avionics Systems Co.Ltd(600372)
Announcement on confirming the excess of daily connected transactions in 2021
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: \uf020
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no \uf020
The impact of this daily related party transaction on the company: the daily related party transactions of the company and its holding subsidiaries in 2021, which are expected to exceed that at the beginning of the year, are daily related party transactions that purchase goods from related parties and carry out deposit business. They are necessary for the production and operation of the company. They are carried out on the basis of equality and mutual benefit, which does not lead to the occupation of funds and damage the interests of the company and all shareholders, It will not affect the independence of the company, nor will it have an adverse impact on the current and future financial status and operating results of the company. \uf020
Other matters brought to the attention of investors: none. \uf020
\uf020
1、 Basic information of daily connected transactions
(I) review procedures for daily connected transactions exceeding the expected amount in 2021
1. Voting of the board of directors
On March 11, 2022, the company held the third meeting of the seventh board of directors in 2022 (Provisional)
The directors present at the meeting passed the proposal on reviewing and confirming the excess of daily connected transactions in 2021 by 4 votes in favor, 0 against and 0 abstention. When voting, affiliated directors Yu Zhuo, Zhang Lingbin, Zhang Hong, Jiang Yunsheng, Yang Xianye, Zhang Pengbin and Xu Bin avoided voting.
2. Prior approval and independent opinions of independent directors
The independent directors of the company understood the relevant matters before the meeting of the board of directors and gave their prior approval opinions: the daily related party transactions of the company in 2021 exceeded the expected amount, and the excess part was the daily related party transactions of the company and its holding subsidiaries to purchase goods from related parties and carry out deposit business, which were necessary for the production and operation of the company and carried out on the basis of equality and mutual benefit, It will not lead to the occupation of funds, damage the interests of the company and all shareholders, affect the independence of the company, and will not have an adverse impact on the current and future financial status and operating results of the company. It is agreed to submit the proposal on reviewing and confirming the excess of daily connected transactions in 2021 to the board of directors of the company for deliberation.
The independent directors of the company believe that the daily related party transactions of the company in 2021 exceeded the expected amount. After careful verification, the excess part belongs to the daily related party transactions of the company and its holding subsidiaries to purchase goods from related parties and carry out deposit business, which are necessary for the production and operation of the company, carried out on the basis of equality and mutual benefit, did not lead to the occupation of funds and did not damage the interests of the company and all shareholders, It will not affect the independence of the company, nor will it have an adverse impact on the current and future financial status and operating results of the company. When the related party transaction is considered by the board of directors, the related party transaction shall be avoided according to the above provisions. The convening, convening and voting procedures of the board of directors of the company comply with the provisions of relevant laws, regulations, normative documents and the articles of association. The relevant resolutions of the board of directors on confirming the excess of daily connected transactions in 2021 are legal and effective. In conclusion, we agree to the proposal on reviewing and confirming the excess of daily connected transactions in 2021.
3. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
(II) forecast and actual occurrence of daily connected transactions in 2021
The daily related party transactions of the company in 2021 exceeded the estimated amount as follows:
Unit: 10000 yuan
Estimated actual amount in 2021
Related party transaction category: the amount of related party exceeds the original estimated amount
forehead
Purchase commodities subordinate units of aviation industry 17000018123411234
Sales of commodity aviation industry subordinate units 6 Shenzhen Fountain Corporation(000005) 77058
Subordinate units providing labor services in aviation industry 18 Hunan Jingfeng Pharmaceutical Co.Ltd(000908) 2
Subordinate units of aviation industry receiving labor 100004373
Lease amount subordinate units of aviation industry 22 Avic Electromechanical Systems Co.Ltd(002013)
Custody fee subordinate units of aviation industry 6 China Reform Health Management And Services Group Co.Ltd(000503) 8
Accounts receivable factoring subordinate units of aviation industry 1 China Vanke Co.Ltd(000002) 8359
Deposit limit (daily deposit AVIC finance 30 Grandjoy Holdings Group Co.Ltd(000031) 150511505
(maximum)
Loan limit (daily loan to subordinate units of aviation industry (including aviation 6 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 45728)
(industrial) finance company (maximum)
Note: in view of Dahua Certified Public Accountants (special general partnership) employed by the company, it is reviewing the financial data of the company in 2021
According to the audit, the relevant audit work has not been completed. Therefore, the related party transactions between the relevant company and related parties as of December 31, 2021
The amount is the preliminary accounting amount, which may be different from the final audit value. The company will perform other supplementary procedures after approval.
(III) reasons for daily related party transactions exceeding expectations in 2021
1. In 2021, the company’s main business increased significantly, and the orders for main engines increased during the 14th Five Year Plan period, and the orders for displays and controllers of various models increased simultaneously. In order to meet the needs of the main engine order contract, accelerate resource supplement, put into production and stock up, resulting in an increase in the purchase amount from units in the aviation industry. The related party transactions exceeding the expected part mainly include the procurement of military LCD modules, optical fiber sub cards and other components and import agency business.
2. The deposit limit in AVIC Finance Co., Ltd. (hereinafter referred to as AVIC Finance) exceeded the expectation, mainly due to the large amount of centralized settlement funds at the end of the year and the company’s failure to monitor it in time. According to the financial service framework agreement signed between the company and AVIC finance, “if Party A’s deposit in Party B exceeds the maximum deposit limit due to settlement and other reasons, Party B shall transfer the amount of excess deposit to the bank accounts of Party A and its subsidiaries within 3 working days.” Aviation industry finance company
The excess amount has been transferred out within 3 working days according to this provision. As of January 6, 2022, the deposit limit of aviation industry finance company is 2.734 billion yuan, which does not exceed the limit.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Aviation Industry: the aviation industry is the actual controller of the company
Company name: China Aviation Industry Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Registered address: building 19, yard 5, Shuguang Sili, Chaoyang District, Beijing
Legal representative: Tan Ruisong
Registered capital: 64 billion yuan
Business scope: operating state-owned assets within the scope authorized by the State Council; Research, design, development, test, production, sales, maintenance, support and service of military aircraft and engines, guided weapons, military gas turbines, weapon equipment supporting systems and products; Investment and management in finance, leasing, general aviation services, transportation, medical treatment, engineering survey and design, engineering contracting and construction, real estate development and other industries; Design, research, development, test, production, sales and maintenance services of civil aircraft and engines, airborne equipment and systems, gas turbines, automobiles, motorcycles and engines (including parts), refrigeration equipment, electronic products, environmental protection equipment and new energy equipment; Equipment leasing; Engineering survey and design; Project contracting and construction; Real estate development and operation; Technology transfer and technical services related to the above businesses; Import and export business; Technical development and sales of ships; Engineering equipment technology development; Technological development of new energy products. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Financial status: as of December 31, 2020, the audited total assets of the aviation industry are
1051965804900 yuan, with net assets of 372787195600 yuan; In 2020, the main business income was 468803487300 yuan and the net profit was 15593378800 yuan.
The related party transactions of the company and the aviation industry in the early stage are well executed. The aviation industry exists in accordance with the law and operates normally. It is in good financial condition and has the ability to perform the contract.
2. Aviation industry finance company: it is the actual controller of the company and an enterprise under the control of aviation industry
Company name: AVIC Finance Co., Ltd
Enterprise type: other limited liability companies
Registered address: No. 10 b, Middle East Third Ring Road, Chaoyang District, Beijing
Legal representative: Dong Yuan
Registered capital: 2.5 billion yuan
Business scope: Insurance concurrent agency business (the validity period of the insurance concurrent agency business license is up to
December 7, 2023); Handle financial and financing consulting, credit assurance and relevant procedures for member units
Consulting and agency business; Assist member units to realize the receipt and payment of transaction funds; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Equity investment in financial institutions; Investments in securities other than investments in the secondary stock market; Consumer credit and buyer’s credit of products of member units. (enterprises shall independently choose business items and carry out business activities according to law; for projects subject to approval according to law, they shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
Financial status: as of December 31, 2020, the audited total assets of AVIC finance company were 13434166400 yuan and the net assets were 7112642300 yuan; Main business in 2020
The business income is 2261510700 yuan and the net profit is 568913900 yuan.
The related party transactions of the company and AVIC finance company in the early stage are well executed. AVIC finance company exists according to law and operates normally, has good financial condition and has the ability to perform the contract.
3、 Main contents, pricing policies and basis of related party transactions
The related party transactions exceeding the expected amount mainly include purchasing goods from related parties and carrying out deposit business with related parties. The pricing policy and basis of the related party transactions beyond the expectation shall comply with the framework agreement on the purchase and sale of products and raw materials and the framework agreement on financial services signed by the company and related parties.
4、 Purpose of related party transactions and its impact on the company
The daily related party transactions of the company and its holding subsidiaries in 2021, which are expected to exceed that at the beginning of the year, belong to the daily related party transactions of purchasing goods from related parties and carrying out deposit business, which are necessary for the production and operation of the company. They are carried out on the basis of equality and mutual benefit, and do not lead to the occupation of funds, damage the interests of the company and all shareholders, and affect the independence of the company, It will not adversely affect the current and future financial status and operating results of the company.
5、 List of filing documents
1. (Interim) resolution of the third meeting of the seventh board of directors in 2022
2. Resolution of the third meeting of the seventh board of supervisors in 2022
3. Prior approval statement of independent directors
4. Independent opinions of independent directors
5. Opinion of the board of Auditors
It is hereby announced.
China Avionics Systems Co.Ltd(600372)
Board of directors
March 11, 2022
