Securities code: Avic Heavy Machinery Co.Ltd(600765) securities abbreviation: Avic Heavy Machinery Co.Ltd(600765) Announcement No.: 2022009 Avic Heavy Machinery Co.Ltd(600765)
Announcement of actual daily related party transactions with related companies exceeding the forecast 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.
1、 The actual amount of daily connected transactions exceeds the estimated total amount
The company held the 17th meeting of the 6th board of directors on March 10, 2021, deliberated and adopted the proposal on the implementation of daily connected transactions in 2020 and the forecast of daily connected transactions in 2021, which was deliberated and adopted by the 2020 annual general meeting of shareholders on April 2, 2021. Due to the significant year-on-year growth of the company's aviation product revenue in 2021 and the particularity of the company's industry, most of the collection is concentrated in the fourth quarter, resulting in the actual amount of some daily related party transactions between the company and AVIC in 2021 exceeding the expected amount. According to the statistics of the company's finance department and the audit of the company in 2021 by the audit institution, the actual amount of the company's daily connected transactions in 2021 exceeds the expected amount as follows:
Unit: 10000 yuan
2021 proportion of actual excess in 2021 in the audited net assets of the first phase of the forecast number of connected enterprises of the latest connected transactions of listed companies
AVIC collection
Deposit balance Group Finance Co., Ltd. 30 Grandjoy Holdings Group Co.Ltd(000031) 6676811667681 5.56% 1.78%
liability company
Total - 30 Grandjoy Holdings Group Co.Ltd(000031) 6676811667681 5.56% 1.78%
At the end of 2021, the company's deposit balance in the finance company was 3166768100 yuan, which exceeded the forecast amount of related party transactions in 2021. The main reason was that the company received the payment in the account opened by the company in accordance with the law in AVIC Finance Co., Ltd. on December 31, 2021, and the company had transferred the deposit out in time within three working days, Keep the balance of deposits under control in 2021.
2、 Introduction to related parties and related relationships
Company name: AVIC Finance Co., Ltd
Legal representative: Dong Yuan
Registered capital: RMB 250 million
Registered address: No. 10 b, Middle East Third Ring Road, Chaoyang District, Beijing
Date of establishment: May 14, 2007
Main business: Insurance concurrent agency business (the insurance concurrent agency business license is valid until December 7, 2023); Handle financial and financing consulting, credit assurance and related consulting and agency business for member units; 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.
AVIC Finance Co., Ltd. and the company are controlled by AVIC and have a related relationship with the company.
AVIC Finance Co., Ltd. is not a dishonest person.
3、 Pricing policy and basis
The related party transaction exceeding the expected part is to carry out deposit business in related parties. The pricing policy and basis of the related party transactions exceeding the expectation shall be implemented in accordance with the financial service framework agreement signed by the company and related parties.
4、 Review procedures for related party transactions beyond the expected occurrence
On March 11, 2022, the 21st Meeting of the sixth board of directors of the company deliberated and approved the proposal on the actual daily related party transactions with related companies in Avic Heavy Machinery Co.Ltd(600765) 2021 exceeding the forecast, and the related directors avoided voting in accordance with the relevant provisions of the articles of association.
On March 11, 2022, the 19th meeting of the sixth board of supervisors of the company deliberated and adopted the proposal on the actual amount of daily connected transactions with affiliated companies exceeding the forecast in Avic Heavy Machinery Co.Ltd(600765) 2021.
5、 Purpose and impact of related party transactions on the company
The above related party transactions belong to continuous normal related party transactions, which are essential for the company to make full use of the resources and advantages owned by related parties, realize complementary advantages and rational allocation of resources, accelerate the development of the company, enhance the competitiveness of the company, and meet the daily production, operation and sustainable development. The price of related party transactions is fairly and reasonably determined according to market conditions. The transaction is conducted under the principle of fairness, which is conducive to improving the operating efficiency of the company, in line with the interests of the company and its shareholders, and will not damage the interests of non related party shareholders.
6、 Prior approval and independent opinions of independent directors
The independent directors of the company carefully reviewed the matters that the actual amount of daily connected transactions in 2021 exceeded the expected amount, and agreed to submit them to the board of directors of the company for deliberation, And expressed independent opinions on this matter: the related party transactions involved in the company's proposal on the actual daily related party transactions with related companies in 2021 exceeding the forecast are for the needs of the company's production and operation development and in line with the actual situation of the company. The price of the company's related party transactions is fair and reasonable, which reflects the market-oriented principle of fairness, openness and impartiality, and there is no damage to the interests of the company and minority shareholders. The increase in the actual amount of the above daily related party transactions will not affect the independence of the company, and the company will not rely on related parties. When the board of directors of the company deliberates the above matters, the voting procedures of the board of directors comply with the provisions of relevant laws, regulations, normative documents and the articles of association, and the voting procedures are legal and effective.
We all agree on this motion.
7、 Documents for future reference
1. Resolutions of the 21st Meeting of the 6th board of directors;
2. Resolutions of the 19th meeting of the 6th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 21st Meeting of the sixth board of directors; 4. Independent opinions of independent directors on relevant deliberations of the 21st Meeting of the sixth board of directors;
5. China Merchants Securities Co.Ltd(600999) , announcement of AVIC Securities Co., Ltd. on the actual daily related party transactions with related companies exceeding the forecast in Avic Heavy Machinery Co.Ltd(600765) 2021.
It is hereby announced.
Avic Heavy Machinery Co.Ltd(600765) board of directors March 14, 2022
