Securities code: 688285 securities abbreviation: China Railway High-Speed Electrification Equipment Corporation Limited(688285) Announcement No.: 2022-001 China Railway High-Speed Electrification Equipment Corporation Limited(688285)
Announcement on the forecast of daily connected transaction quota in 2022
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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
The estimate of the daily connected transaction limit in 2022 has been approved by the board of directors and needs to be submitted to the general meeting of shareholders for deliberation.
The amount of daily related party transactions in 2022 is expected to meet the needs of the company’s daily operation, which will not affect the company’s sustainable operation ability and asset independence. There is no damage to the interests of the company and shareholders, and the company will not rely heavily on related parties due to the related party transactions.
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
China Railway High-Speed Electrification Equipment Corporation Limited(688285) the ninth meeting of the second board of directors and the seventh meeting of the second board of supervisors were held on December 30, 2021. The proposal on the estimation of the amount of daily connected transactions in 2022 was considered and adopted. The total estimated amount of daily connected transactions is 1262 million yuan, including the purchase of raw materials from connected persons The amount of related party transactions for receiving labor services is 12 million yuan, the amount of related party transactions for selling products and providing labor services to related parties is 110 million yuan, and the amount of other related party transactions (Construction in progress and house leasing) is 150 million yuan. Zhao Gehong and Lin Zongliang, affiliated directors, avoided voting, and the non affiliated directors present at the meeting unanimously agreed to the proposal.
Prior approval opinions of independent directors: the company has communicated with us in advance about the expected daily related party transactions in 2022, and we have listened to the reports of relevant personnel and reviewed relevant materials. We believe that the prediction of the company’s daily connected transactions in 2022 belongs to the normal business behavior of the company. The transaction pricing policy and pricing basis comply with the principles of fairness, fairness and openness, and there is no damage to the interests of non related party shareholders and the company; The above related party transactions will not affect the independence of the company, and the company’s main business will not rely on related parties due to the above related party transactions.
We agree to submit the proposal on the estimation of daily connected transaction quota in 2022 to the board of directors for deliberation. When considering this proposal, the connected directors shall avoid voting.
The independent directors have independent opinions and believe that the daily connected transactions between the company and related parties in 2022 are based on the principles of fairness and voluntariness, and there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; Such related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions; When the board of directors deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, all independent directors unanimously agree on the transaction matters involved in the company’s proposal on the estimation of daily connected transaction quota in 2022.
The board of supervisors of the company believes that the daily connected transactions between the company and related parties in 2022 are based on the principles of fairness and voluntariness, and there is no violation of laws and regulations, the articles of association and relevant systems; It is expected that the pricing of daily connected transactions is reasonable and fair, and there is no behavior damaging the interests of the company and all shareholders, especially minority shareholders; Such related party transactions belong to the normal business of the company, are conducive to the business development of the company, are in line with the interests of the company and all shareholders, will not have a significant adverse impact on the financial status and operating results of the company, and the main business of the company will not form a significant dependence on related parties due to such transactions. The supervisors present at the meeting unanimously agreed and passed the proposal.
The estimated amount of this daily connected transaction shall be submitted to the general meeting of shareholders for deliberation, and the connected shareholders will avoid voting.
（2） Estimated amount and category of this daily connected transaction
The estimated amount and category of the company’s daily connected transaction quota are as follows:
Unit: 10000 yuan
The estimated amount on January 1, 2021 is related to related party transactions. The estimated amount accounts for the same category. From November 2021, the actual amount of other people’s business in the same category in the previous year is significantly different from the proportion of accumulated business with related parties on the 30th day (%). The transactions that have occurred (%) are due to
amount of money
According to the actual production and operation needs and the expected time period of this purchase from related China, the actual amount of labor services received is only counted from January to November 2021 from January 1, 2022 to the date of receiving the annual general meeting of shareholders of the company.
China Railway 110000.0081.2183093.2861.34 will be sold to related China according to the actual business needs, and the expected time period of products and subordinates this time is 2022
From January 1, to the date of the annual general meeting of shareholders in 2022, the actual amount is only counted as January 11, 2021
Month.
Other China
(China Railway under construction shall make adjustment according to the project progress, safety works and subordinate rows 15000.00116.451371.1110.64
House leasing company (lease)
Total 126200.0085184.06
Note: 1 The expected limit is valid from the date of deliberation and approval of the company’s first extraordinary general meeting in 2022 to the date of holding the annual general meeting in 2022. 2. The proportion of similar businesses in the above table = the amount of related party transactions / the amount of similar businesses audited in 2020.
（3） Prediction and implementation of the previous daily connected transactions
Unit: 10000 yuan
January 1, 2021
The reason why the difference between the estimated amount from 2021 to November 2021 and the amount of related parties of the actual related party transaction category and the accumulated amount of related parties on the 30th day is larger than the transactions that have occurred
amount of money
Purchase China Railway Group Limited(601390) subordinates from related persons-
Raw materials and receiving companies 850719.67
labour services
Selling China Railway Group Limited(601390) subordinate 9200083093.28 – product company with actual demand change to related parties
Others (subordinates of construction in progress China Railway Group Limited(601390) make adjustments according to the project progress and the arrangement of 30111371.11 of the housing rental company)
Total 9586185184.06
Note: the above data have not been audited.
2、 Basic information and relationship of related parties
(i) Basic information of related parties
The company’s indirect controlling shareholder China Railway Group Limited(601390) and the enterprise directly or indirectly controlled by it. The relevant information of China Railway Group Limited(601390) is as follows:
Name China Railway Group Limited(601390)
Nature: other joint stock limited companies (listed)
Actual controller: SASAC of the State Council
Date of establishment: September 12, 2007
Address: 918, building 1, yard 128, South Fourth Ring West Road, Fengtai District, Beijing
Legal representative: Chen Yun
Registered capital: RMB 2457092928300
Main business location: 918, building 1, yard 128, South Fourth Ring West Road, Fengtai District, Beijing
General contracting of civil engineering construction and installation of lines, pipelines and equipment; Sub contracting of survey, design, construction, construction supervision, technical consultation, technology development, technology transfer and technical services of the above projects; Development, production, sales and leasing of special mechanical equipment, equipment, components, steel beams, steel structures and building materials for civil engineering; Temporary passenger and freight transportation business and related services before the formal acceptance and delivery for operation of the new railway line; Contracting foreign projects and domestic and foreign-funded projects in the industry; Real estate development and operation, resource development, material Trade and logistics; Import and export business; To engage in counter trade and entrepot trade; Automobile sales; Sales of electronic products and communication signal equipment, transportation and power, construction hardware, plumbing equipment and daily necessities. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law 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 national and municipal industrial policies.)
Indirect controlling shareholders of affiliated companies
Main financial figures as of September 30, 2021, total assets of RMB 1.351 trillion, net assets of RMB 346.2 billion and operating income
