Securities code: Cngr Advanced Material Co.Ltd(300919) securities abbreviation: Cngr Advanced Material Co.Ltd(300919) Announcement No.: 2022019 Cngr Advanced Material Co.Ltd(300919)
Announcement on the company’s expected daily connected transactions in 2021
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
Cngr Advanced Material Co.Ltd(300919) (hereinafter referred to as “the company”) held the 27th meeting of the first board of directors and the 15th meeting of the first board of supervisors on March 14, 2022, deliberated and adopted the proposal on the company’s daily connected transaction plan in 2022. The relevant information is hereby announced as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
According to the actual situation of the daily related party transactions of the company and its subsidiaries in 2021 and in combination with the needs of the company’s business development, it is expected that the company and its subsidiaries will purchase equipment and equipment with related parties Hunan Zhongjia Intelligent Technology Co., Ltd. and its subsidiaries (hereinafter referred to as “Zhongjia technology”) and Jiangsu Haishi Pump Manufacturing Co., Ltd. (hereinafter referred to as “Jiangsu Haishi”) in 2022 The total amount of daily related party transactions such as engineering infrastructure shall not exceed RMB 120 million (excluding tax).
The company held the 27th meeting of the first board of directors and the 15th meeting of the first board of supervisors on March 14, 2022. The board of directors deliberated and adopted the proposal on the company’s daily connected transaction plan in 2022 with 4 votes in favor, 0 against and 0 abstention. The connected directors Mr. Deng Weiming, Ms. Wu Xiaoge and Mr. Tao Wu avoided voting. The independent directors of the company recognized the related party transactions in advance and expressed their independent opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Hunan Zhongwei Holding Group Co., Ltd., Deng Weiming and tongrenhong xinchengda enterprise management consulting partnership (Limited partnership) avoid voting.
(II) category and amount of estimated daily connected transactions
The daily related party transactions expected to occur between the company and its subsidiaries and related parties in 2022 are as follows:
Unit: 10000 yuan
Related party transactions related party transactions related party transactions are scheduled for 2022, and the amount of related party transactions is expected to occur according to the content price principle in 2021
The purchase of Hunan Zhongjia intelligent equipment from related parties shall be in accordance with the principle of independently paying 10 Ping An Bank Co.Ltd(000001) 943564 to buy goods or receiving Technology Co., Ltd. and engineering foundation
Related party transactions related party transactions related party transactions are scheduled for 2022 and expected for 2021
Amount of related party transactions based on the principle of price by content
Similar transactions proposed by related parties and their subordinate subsidiaries
The labor department for negotiation and confirmation
According to independent delivery
Jiangsu Haishi pump industry equipment procurement principle, refer to 200000 963.19
Similar transactions of Manufacturing Co., Ltd
Negotiation confirmation
Note: the amounts listed in the above tables are tax exclusive.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions related party transactions actually occurred
Difference between the expected amount of content generated by category related persons and the proportion of similar amount to the expected disclosure date and index business
Hunan zhongjiazhi Technology Co., Ltd. purchased equipment 19435642000000 11.43% in 2021. The purchased goods disclosed to the related party company and its xiachao information network on January 21, 564.36 belong to the subsidiary Relevant announcements. Or accept the customs clearance of Jiangsu Haishi pump. For details, please refer to the information disclosed by the company on the website of giant labor service company on January 21, 2021, when the company purchased 963.19370000 0.57% 273681 equipment from Lianren Manufacturing Co., Ltd Relevant announcements.
Subtotal 20398832370000330117
1. The prediction of daily related party transactions between the company and related parties in 2021 is based on the preliminary judgment of business development, market demand and price, and the actual prediction of daily related party transactions by the board of directors of the company is based on the upper limit of possible business. Description of significant difference between the health situation and the expectation 2 The daily connected transactions of the company in 2021 are in line with the actual production and operation of the company. The transaction is priced according to the market principle, fair and reasonable, and does not harm the interests of the company and minority shareholders. The company’s subsequent related party transactions should be predicted carefully to minimize the difference between the expected and actual transactions.
The independent directors of the company have verified the actual daily related party transactions, and the board of directors of the company said that if there is a large difference between the actual and expected daily related party transactions in 2021, the explanation of the difference is in line with the actual situation of the company, and the daily related party transactions that have occurred in 2021 are fair and reasonable, There is no harm to the interests of the company and other non related party shareholders.
2、 Related person introduction and relationship
(I) Hunan Zhongjia Intelligent Technology Co., Ltd. and its subsidiaries
1. Basic information
(1) Hunan Zhongjia Intelligent Technology Co., Ltd
Company name: Hunan Zhongjia Intelligent Technology Co., Ltd
Unified social credit code / Registration No.: 91430102ma4lx5t87j
The registered capital is 30 million yuan
Legal representative: Deng Weiming
Date of establishment: July 17, 2017
Composition and control of shareholders Deng Weiming holds 70% and Wu Xiaoge holds 30%
Technology development, consultation and transfer of new energy; Energy saving technology promotion services; Business scope of environmental protection technology
Technology promotion services.
As of December 31, 2021, the total assets are 773322700 yuan, and the net assets are financial data
658493 million yuan, main business income of 3249911 million yuan, net profit of
(Unaudited)
140446 million yuan.
(2) Hunan Zhongxian Intelligent Technology Co., Ltd
Company name: Hunan Zhongxian Intelligent Technology Co., Ltd
Unified social credit code / Registration No.: 91430102ma4rtcu6xj
The registered capital is 50 million yuan
Legal representative: Liu Junwen
Date of establishment: October 30, 2020
Composition and control of shareholders Hunan Zhongjia Intelligent Technology Co., Ltd. holds 100%
Software development; Manufacturing of intelligent equipment, general instruments and meters and special equipment for environmental protection; Mechanical and electrical equipment processing; Industrial design services; Information technology consulting services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies whose business scope is limited or prohibited by the state; Sales of general machinery and equipment; Environmental protection technology promotion services; Repair and sale of special equipment; Professional contracting of electromechanical equipment installation engineering; Mechanical and electrical equipment installation services; Intelligent installation engineering services; R & D, installation, sales and service of automatic control system.
As of December 31, 2021, the total assets are 285889100 yuan, and the net assets are financial data
549748 million yuan, main business income of 1551465 million yuan and net profit of 49.436 million yuan (Unaudited)
Ten thousand yuan.
2. Description of relationship with the company
Zhongjia technology is an enterprise controlled by the actual controller of the company. According to the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules, Zhongjia technology and its subsidiary Hunan Zhongxian Intelligent Technology Co., Ltd. (hereinafter referred to as “Zhongxian technology”) are all affiliated legal persons of the company.
3. Performance capability analysis
The above related parties have normal production and operation and have the ability to perform the contract. The above related transactions are required for the production and operation of the company.
(II) Jiangsu Haishi Pump Manufacturing Co., Ltd
1. Basic information
Company name: Jiangsu Haishi Pump Manufacturing Co., Ltd
Unified social credit code / Registration No.: 91321282717424572w
The registered capital is 62.08 million yuan
Legal representative: Yuan Keqing
Date of establishment: December 27, 1999
Jingjiang Zhongjia Intelligent Equipment Co., Ltd. holds 100% of the shares, and the actual controller is Deng. The composition and control of shareholders
Wei Ming, Wu Xiaoge.
Design, research, development, manufacturing and sales of pumps, valves, nuclear power equipment and chemical equipment; Manufacturing and business scope of heat-resistant and wear-resistant steel products, metal structures, metal pipes and metal containers
sale; Self support and agency of various commodities and technologies
