Securities code: Changying Xinzhi Technology Co.Ltd(002664) securities abbreviation: Changying Xinzhi Technology Co.Ltd(002664) Announcement No.: 2022021
Changying Xinzhi Technology Co.Ltd(002664)
Announcement on the expected daily related party transactions of the company in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of related party transactions
In order to further improve the utilization rate of each plant and office of Changying Xinzhi Technology Co.Ltd(002664) (hereinafter referred to as “the company”), the company has predicted the daily related party transactions such as renting plant with the related party Taizhou Hengzhi new materials Co., Ltd. (hereinafter referred to as “Taizhou Hengzhi”) in 2022, and has approved the 18th meeting of the Fourth Board of directors held on March 16, 2022 with 8 votes in favor, 0 votes against The proposal on the expected daily connected transactions of the company in 2022 was considered and passed with 0 abstention, and Mr. Yin Wei, a connected director, avoided voting. The independent directors gave prior approval and expressed independent opinions on the related party transactions. This proposal still needs to be submitted to the general meeting of shareholders for deliberation.
This connected transaction does not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies and does not constitute a reorganization listing. After deliberation by the general meeting of shareholders of the company, it does not need the approval of other relevant departments.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
The amount of related party transaction contract signed as of the disclosure date. The category of related party transactions and the content of related party transactions of related parties occurred in the previous year
Pricing principle or estimated amount
Taizhou Hengzhi New Material Co., Ltd
Market price of leased assets and leased houses 400.00 26.18 153.70
limited company
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount actual amount and
Related party transactions: estimated amount actually paid in related party transactions
Difference in estimated amount of related parties in similar business, disclosure date and amount of index category
Proportion (%) (%)
Taizhou Hengzhi leased assets and houses 153.70 300.00 100.00% – 48.77% on July 21, 2021
New materials are available at www.cn info. com. cn.
Sales of Goods Co., Ltd. sales of cable
18.38 0.00 100.00% 100.00%
2、 Introduction and related parties
(I) basic information of related parties
Company name: Taizhou Hengzhi New Material Co., Ltd
Date of establishment: May 13, 2020
Registered capital: 10 million yuan
Legal representative: Zhu Tong
Registered address: No. 115, Jiaobei street, qiansuo street, Jiaojiang District, Taizhou City, Zhejiang Province
Business scope: general items: manufacturing of glass fiber reinforced plastic products; Plastic products manufacturing; Motorcycle parts manufacturing; Manufacturing of auto parts and accessories (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license). Licensed items: import and export of goods (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
Financial data: as of December 31, 2021, Taizhou Hengzhi had total assets of 978416 million yuan, net assets of 160542 million yuan, operating income of 1236934 million yuan and net profit of 6.0898 million yuan (Unaudited). (II) relationship
Taizhou Hengzhi is a wholly-owned subsidiary of Zhejiang Hengzhi new materials Co., Ltd. (hereinafter referred to as “Zhejiang Hengzhi”). Zhejiang Hengzhi is a limited company jointly invested and established by Mr. Yin Wei and four other natural person shareholders, of which Mr. Yin Wei accounts for 45% and serves as a supervisor. Meanwhile, Mr. Yin Wei is the chairman of the company, and Taizhou Hengzhi is the associated legal person of the company in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association. Performance ability: Taizhou Hengzhi continues to operate according to law and has good performance ability.
Upon inquiry, Taizhou Hengzhi does not belong to the dishonest executee.
3、 Main contents of related party transactions
(I) pricing policy and basis
The price of the above-mentioned connected transactions shall be determined according to the market fair price in accordance with the principles of openness, fairness and impartiality.
(II) signing of related party transaction agreement
The related party transaction agreement shall be signed by the company and related parties according to the actual business conditions.
4、 Purpose of related party transactions and its impact on Listed Companies
The above connected transactions meet the actual operation and development needs of the company, are based on the fair market price, follow the principles of fairness, impartiality and openness, and do not harm the interests of the company and all shareholders, nor violate relevant laws and regulations. This connected transaction will not have a significant impact on the financial status, operating results and independence of the company, The company’s main business will not rely on related parties due to such transactions, which will not affect the independence of listed companies.
5、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
The company has communicated with us in advance on matters related to related leasing. We listened to the reports of relevant personnel and reviewed relevant materials. We believe that the above transactions are in line with the actual operation and development needs of the company, the pricing basis is reasonable, and there is no case of using the relationship of related parties to damage the interests of the listed company, nor does it damage the interests of the company’s shareholders, especially the minority shareholders. In accordance with the guiding opinions on the establishment of independent director system in listed companies, the guidelines for the governance of listed companies and other laws and regulations and the relevant provisions of the articles of association, we agree to the transaction and submit it to the board of directors for deliberation.
2. Independent opinions of independent directors
In the leasing related party transaction between the company and the related party Taizhou Hengzhi, the transaction price follows the principles of openness, fairness and impartiality. When voting on the proposal, the related directors avoided voting and implemented the relevant avoidance voting system. The trading and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association, comply with the interests of the listed company and all shareholders, and do not damage the interests of the company and other shareholders, especially small and medium-sized shareholders and non associated shareholders. We agree to this connected transaction.
6、 Documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors.
It is hereby announced.
Changying Xinzhi Technology Co.Ltd(002664) board of directors
March 18, 2022
