Securities code: Harbin Dongan Auto Engine Co.Ltd(600178) securities abbreviation: Harbin Dongan Auto Engine Co.Ltd(600178) Announcement No.: pro 2022022 Harbin Dongan Auto Engine Co.Ltd(600178)
Announcement on confirmation of related party transactions in 2021, daily related party transactions in 2022 and signing of related party transaction agreements
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:
1. Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
2. Impact on Listed Companies: the related procurement between the company and related parties is the need of the company’s daily production and operation; Related party sales are normal commodity sales, and the transaction price is not affected by the related party relationship.
1、 Signing related party transaction agreement
In March 2019, the company signed a related party transaction framework agreement with related parties, which has expired and needs to be renewed. In March 2022, the company signed the related party transaction framework agreement with related parties, including the procurement framework agreement with Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd., Chengdu Huachuan electric Decoration Co., Ltd. Yunnan Xiyi Industrial Co.Ltd(002265) and the sales framework agreement with Chongqing Changan Automobile Company Limited(000625) , Baoding Chang’an Bus Manufacturing Co., Ltd; At the same time, considering business expansion, a related party transaction framework agreement was signed with Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd. the above agreement is valid for 3 years and renewed upon expiration.
2、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. The 5th meeting of the 8th board of directors of the company was held on March 11, 2022. The meeting considered and adopted the proposal on confirmation of related party transactions in 2021, daily related party transactions expected in 2022 and signing related party transaction agreements. Voting results: 6 votes in favor, 0 against and 0 abstention. Related directors Mr. Chen Yongbo, Mr. Huang Yi and Mr. Wang Guoqiang avoided voting when the proposal was considered by the board of directors.
2. Before the board meeting, the company communicated with the independent directors and the Audit Committee on the above connected transactions. After being approved by the independent directors and the audit committee, the proposal on the above connected transactions was submitted to the fifth session of the eighth board of directors for deliberation.
3. Prior to the convening of the board of directors, the second audit committee of the eighth session of the company has considered and approved the proposal on the confirmation of related party transactions in 2021, the expected daily related party transactions in 2022 and the signing of related party transaction agreements, and agreed to submit the proposal on the above related party transactions to the fifth session of the eighth session of the board of directors for deliberation.
4. The daily connected transactions in 2022 are expected to be approved by the general meeting of shareholders, and the connected shareholders will give up their voting rights on this proposal at the general meeting of shareholders.
(II) prediction and implementation of the previous daily connected transactions
In 2021, the expected execution of the company’s daily related party transactions is as follows:
Unit: 10000 yuan
Reasons for the large difference between the estimated actual amount and the actual amount (10000 yuan) of related parties in related party transactions
Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd. has 3125030461
The purchase volume of Chengdu Huachuan Electric Equipment Co., Ltd. was lower than expected, and some related parties purchased 120339374 copies of Chengdu Huachuan Electric Equipment Co., Ltd. from related parties, which was different from expected. Buy raw materials Yunnan Xiyi Industrial Co.Ltd(002265) 6584 5080
Chongqing Changan Automobile Company Limited(000625) 5,661 5,413
Subtotal 5552850328
Chongqing Changan Automobile Company Limited(000625) 171886166626 according to the actual sales situation, the car factory sold 8216252694 of Baoding Chang’an Bus Manufacturing Co., Ltd. to related parties, and the demand quantity was lower than expected at the beginning of the year. The number of products and commodities sold by Harbin Dong’an Huafu machinery manufacturing was 5339, which was not expected at the beginning of the year.
Limited company
Subtotal 254048224659
Total 309576274987
On October 29, 2021, the company held the 34th session of the 7th board of directors, which was deliberated at the meeting
The proposal on increasing the forecast of daily connected transactions in 2021 was passed, and the relationship between
Lianfang Chongqing Changan Automobile Company Limited(000625) , Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd
Estimated amount of daily related party transactions of the company.
At the beginning of 2021, the company estimated the daily related party transactions, but did not make any changes due to negligence
Do the related sales forecast of Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd. In 2021
Affiliated sales amounted to 53.39 million yuan. Within the decision-making authority of the board of directors, the board of directors made a decision on 2021
The amount of related party transactions shall be recognized.
(III) estimated amount and category of daily connected transactions
Based on the company’s production and sales plan in 2022, the company and its subsidiary Dong’an Automobile Development Co., Ltd
The amount of daily related party transactions in 2022 is estimated as follows:
Unit: 10000 yuan
The reason why the difference between the expected amount of related party transactions in the current year and the actual amount of related party accrual business in the previous year is larger than that in case (%)
Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd. has 437766.25304614.68. The expected production and sales volume of this period is limited to the company
To the related party Chengdu Huachuan electric Decoration Co., Ltd. 158212.269374 1.44 the expected production and sales volume in this period will increase
Purchase of raw materials Yunnan Xiyi Industrial Co.Ltd(002265) 6955 0.995080 0.78 expected increase in production and sales in this period
Material Chongqing Changan Automobile Company Limited(000625) 5124 0.735413 0.83 expected decrease of purchased products in this period
Subtotal 7167610.24503287.73
Chongqing Changan Automobile Company Limited(000625) 17484424.9816662625.30 expected increase in sales in this period
To the related party Baoding Chang’an Bus Manufacturing Co., Ltd. 537727.68526948.00
The sales volume of products and Harbin Dong’an Huafu Machinery Manufacturing Co., Ltd. is 5921 0.895339 0.81, and the expected sales volume in this period is increased
Subtotal 23453733.5522465934.11
Total – 3064987-
2、 Introduction and relationship of related parties
Sequential correlation method to determine the financial status of the relationship between registered capital
Table No. person
1 Chongqing Chongqing Changan Automobile Company Limited(000625) shares Zhu Huarong 48026485 actual controller holding shares, see Chongqing Changan Automobile Company Limited(000625) annual report of the 10000 yuan company of the limited company to be disclosed on April 22, 2022.
2. Chongqing Chongqing Changan Automobile Company Limited(000625) shares of Baoding Chang’an bus King Jincheng with 30 million yuan are detailed in the Chongqing Changan Automobile Company Limited(000625) annual report of the subsidiary of Manufacturing Co., Ltd. to be disclosed on April 22, 2022.
3. Harbin Dong’an Huafu Xiao Tai’an 60 million yuan joint stock company, with total assets of 17427 million yuan and net assets of 87.41 million yuan as of December 31, 2021
The annual operating income of the company is 242.42 million yuan, and the net profit is 4753261 yuan. As of December 31, 2021, the total assets of the holding subsidiary of the controlling shareholder of Chengdu Huachuan Power Co., Ltd. are 1035464 yuan, Geng Huixiong, a limited liability company, and the net assets are 481.7 million yuan; The operating income in 2021 was 1093 Jiangsu Wuzhong Pharmaceutical Development Co.Ltd(600200) yuan.
5 for the holding of Dong Shaojie, the actual controller of Yunnan Xiyi industrial stock 318566, see Yunnan Xiyi Industrial Co.Ltd(002265) annual report of Wanyuan subsidiary of the company to be disclosed on March 31, 2022.
3、 Main contents and pricing policies of related party transactions
Related party transactions are mainly commodity purchase and sales, and the purchase and sales price between the company and related parties
All prices are market prices.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) purchase from related parties
The company’s purchase of goods from related parties is the need of the company’s daily production and operation
Related parties can provide stable supply services, and the procurement contract is under the condition of bidding
Signed, the pricing is fair.
(II) sales to related parties
The company sells its main products to related parties – automobile engines, gearboxes and spare parts
Components are normal commodity sales and do not affect the transaction price due to the related relationship. Relative to the outside
The company sells engines to the subordinate companies of Ordnance Group, which is conducive to the stability of the company’s market
Yes. The related sales price is completely determined by the market, fair and reasonable, which is conducive to the company and customs
Joint development.
5、 Opinions of independent directors and the board of supervisors
(I) opinions of independent directors
The independent directors reviewed the relevant materials in advance and agreed to submit them to the board of directors for deliberation,,
The opinions of the independent directors are as follows: on the confirmation of related party transactions in 2021, it is estimated that the date of 2022
The signing of related party transaction agreements in the proposal on related party transactions and signing related party transaction agreements is in line with the supervision
Pipe requirements; Confirmation of related party transactions in 2021 and prediction of daily related party transactions in 2022
And related party transactions in line with the actual situation of the company and are compliant and reasonable; Related directors have voted
During the process, the withdrawal was carried out according to law, and the voting procedure was legal; The related party transactions mentioned in the proposal are the daily activities of the company
Necessary in property operation, in line with the interests of the company, the pricing of related party transactions is fair, and there is no harm to the public
The behavior of the company and the interests of non affiliated shareholders.
(II) opinions of the board of supervisors
The board of supervisors held that the resolution procedure of the board of directors was legal and the related directors avoided voting; It is a requirement of the stock listing rules of Shanghai stock exchange for the holding subsidiary Dong’an automobile development to sign a framework agreement on related party transactions with related parties; The daily connected transactions are in line with the actual situation of the company, necessary for the production and operation of the company, and the compliance is reasonable. There is no behavior damaging the interests of the company and all shareholders, and there is no adverse impact on the company.
9、 Documents for future reference
1. Resolutions of the 5th meeting of the 8th board of directors of the company
2. The fourth supervision of the eighth session of the company
