Stock abbreviation: Shanghai Diesel Engine Co.Ltd(600841) Shangchai B Share Stock Code: Shanghai Diesel Engine Co.Ltd(600841) 900920 No.: lin2022010 Shanghai new power automobile technology Co., Ltd
About Saic Motor Corporation Limited(600104) etc
Announcement of daily connected transactions 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. 1、 Overview of daily related party transactions between the company and Saic Motor Corporation Limited(600104) and others
In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the measures for the administration of related party transactions of the company, the company, the controlling shareholder Saic Motor Corporation Limited(600104) (hereinafter referred to as ” Saic Motor Corporation Limited(600104) “), its subordinate enterprises, Shanghai Lingzhong supercharger Co., Ltd. (hereinafter referred to as Lingzhong booster), Shanghai Lingzhong Engine Co., Ltd. (hereinafter referred to as Lingzhong engine) Transactions related to daily operation, such as the purchase of raw materials, fuels, power, the sale of goods, the provision or acceptance of labor services and other transactions that occur every year in SAIC Fiat Hongyan power assembly Co., Ltd. (hereinafter referred to as “SAIC Feihong”) constitute daily connected transactions.
The annual meeting of the board of directors of the company held in June of 2020 and the annual meeting of the board of directors of the company reviewed and approved the agreement on the supply of parts and components, and the agreement on the supply of parts and components in June of 2021, Signed the financial services framework agreement with SAIC Finance Co., Ltd. (hereinafter referred to as “SAIC finance company”), a subsidiary of Saic Motor Corporation Limited(600104) holding.
In accordance with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the measures for the administration of related party transactions of the company, the company forecasts the relevant amount of the company under such related party transactions at the beginning of each year, and reports it to the board of directors and the general meeting of shareholders for deliberation and approval. The board of directors and the general meeting of shareholders need not vote on the specific implementation agreement under the agreement. At the end of each fiscal year, the company will calculate the actual amount in accordance with the accounting standards and report to the directors and shareholders. The company will perform the above related party transaction framework agreement in strict accordance with the relevant provisions of the regulatory authorities and the company’s measures for the administration of related party transactions.
2、 Overview and relationship of related parties
1. Saic Motor Corporation Limited(600104) : legal representative: Chen Hong; The registered capital is 1168341365 yuan. Main business or management activities: production and sales of automobiles, motorcycles, tractors and other motor vehicles, mechanical equipment, assemblies and parts, China Trade (except special provisions), consulting service industry, export business of self-produced products and technologies of the enterprise, and mechanical equipment, spare parts and components required by the enterprise For the import business of raw and auxiliary materials and technologies (except for the commodities and technologies restricted or prohibited by the state), the enterprise includes the member enterprises controlled by the enterprise, car leasing and mechanical equipment leasing, industrial investment, periodical publishing, publishing advertisements by its own media, and engaging in the import and export business of goods and technologies. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Saic Motor Corporation Limited(600104) is the controlling shareholder of the company.
2. SAIC Finance Corporation: legal representative: Wang Xiaoqiu; The registered capital is 15380 million yuan; Main business or management activities: handle financial and financing consulting, credit assurance and related consulting and agency business for member units, assist member units in the receipt and payment of transaction funds, provide guarantee for member units for approved insurance agency business, handle entrusted loans and entrusted investment between member units, and handle bill acceptance and discount for member units, Handle the internal transfer settlement and corresponding settlement and clearing scheme design between member units, absorb the deposits of member units, handle loans and financial leasing for member units, engage in interbank lending, issue financial corporate bonds upon approval, underwrite the corporate bonds of member units, equity investment in financial institutions, securities investment, consumer credit, buyer’s credit and financial leasing of member units, Other businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
SAIC Finance Corporation is the holding subsidiary of the controlling shareholder Saic Motor Corporation Limited(600104) of the company.
3. Basic information of Anji Leasing Co., Ltd.: legal representative: Shen genwei; The registered capital is 2664 million yuan. Main business or management activities: car leasing, mechanical equipment leasing, computer and communication equipment leasing, ship leasing, aviation equipment leasing, medical equipment leasing, scientific research equipment leasing, financial leasing, business consulting (except intermediary); Sales of cars, daily necessities, hardware and electricity, auto parts, household appliances; Affiliated branches. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Anji Leasing Co., Ltd. is a wholly-owned subsidiary of Shanghai Automotive Group Financial Holding Management Co., Ltd., which is a wholly-owned subsidiary of Saic Motor Corporation Limited(600104) , the controlling shareholder of the company.
4. Lingzhong engine: legal representative: Xu Qiuhua; The registered capital is 200 million yuan; Main business or management activities: design and manufacture of marine engines, power generation engines, generator sets and related components; Selling self-made products; Wholesale, import and export of ships, electric engines and generator sets and their related parts; Provide product technical support and after-sales service (commodities not involved in state-run trade management, commodities involved in quota license management and commodities under special regulations shall be handled in accordance with relevant national regulations). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Lingzhong engine is a joint venture of the company, and the company now holds 50% equity of Lingzhong engine. 5. Lingzhong supercharger: legal representative: Xu Qiuhua; The registered capital is USD 20.595 million; Main business or management activities: design and manufacture engine intake supercharger and its supporting relevant parts, sell self-produced products, and provide product technical support and after-sales service; Engage in the wholesale, import and export, commission agency (except auction) and related supporting businesses of the above products and similar commodities (commodities involving quota license management and special regulations management shall be handled in accordance with the relevant provisions of the state). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Lingzhong supercharger is an associated company of the company, and the company now holds 40% equity of Lingzhong supercharger. 6. Shangfeihong: legal representative: LAN Qingsong; Registered capital: RMB 580 million; Main business or management activities: general items: design, development, production, equipment and sales of diesel engines and their parts, and provision of relevant services and technical consulting services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Shangfeihong is an associated company of the company, and the company now holds 40% equity of shangfeihong.
3、 Pricing policy and basis
The prices of purchase, sales and services between the company and Saic Motor Corporation Limited(600104) , SAIC finance company, Anji Leasing Co., Ltd., Lingzhong engine, Lingzhong supercharger, shangfeihong and other related parties. If there is a national price, the national price shall apply; If there is no national pricing, it shall be determined according to the market price; If there is no market price, the price shall be determined by both parties with reference to the actual cost plus reasonable expenses. For some special services whose price cannot be determined according to the principle of “cost plus expenses”, the price shall be determined by both parties through negotiation. The pricing of financial services provided by SAIC finance company shall be implemented in accordance with the provisions and requirements of the CBRC. 4、 Purpose of transaction and impact of transaction on shareholders
The company and its subsidiaries purchase engine parts from Saic Motor Corporation Limited(600104) and other related parties, which belongs to daily parts procurement; Selling engines and accessories to Saic Motor Corporation Limited(600104) and other related parties is a daily product support. SAIC Finance Corporation provides financial services, which is conducive to the company’s businesses related to deposits, settlement and other financial intermediary businesses. The daily related party transactions between the company and related parties are conducted in accordance with the principles of good faith, openness, impartiality and fairness, which is the need for the company to maintain normal production and operation. Such related party transactions will be conducted on the basis of equality and mutual benefit, which will not adversely affect the production and operation of the company, damage the interests of the shareholders of the company and affect the independence of the company. 5、 Description of actual amount of daily related party transactions in 2021
According to the actual situation of the company’s daily related party transactions, and after considering the business development and possible changes, the company has predicted the daily related party transactions in 2021 through the deliberation and approval of the seventh meeting of the ninth session of the board of directors, the sixth extraordinary meeting of the board of directors in 2021, the 2020 annual general meeting of shareholders and the second extraordinary general meeting of shareholders in 2021. The actual situation in 2021 is as follows:
(1) The daily related party transactions under the above four framework agreements in 2021 are as follows:
Estimated amount of parts and accessories supply framework agreement in 2021 actually occurred in 2021
(10000 yuan) amount (10000 yuan)
Saic Motor Corporation Limited(600104) and its subsidiaries to the company and its subsidiaries 81351556519708
Goods supplied by affiliated enterprises
The company and its subordinate enterprises to Saic Motor Corporation Limited(600104) and its subordinates 3997394527533100
Enterprise supply goods
Total 4810910034052808
Estimated amount of production service framework agreement in 2021 actually occurred in 2021
(10000 yuan) amount (10000 yuan)
Saic Motor Corporation Limited(600104) and its subsidiaries to the company and its subsidiaries 65421085769139
Affiliated enterprise supply services
The company and its subordinate enterprises to Saic Motor Corporation Limited(600104) and its subordinates 1392287449046
Affiliated enterprise supply services
Total 79343956218185
Estimated amount of financial services framework agreement in 2021 actually occurred in 2021
(10000 yuan) amount (10000 yuan)
Service income of finance company (excluding principal) 374343237073
Finance company service expenditure (excluding principal) 840490595310
Total 1214833832383
Note: (1) the service income of the finance company (excluding the principal) refers to the service income such as deposit interest of the company (including SAIC Hongyan Automobile Co., Ltd., a wholly-owned subsidiary of the company) in SAIC finance company. The company’s deposit interest and other income in SAIC finance in 2021 was 172993 million yuan, and the service fee return income of the company in SAIC finance in 2021 was 4.9385 million yuan. In 2021, the maximum daily deposit amount is 3.123 billion yuan and the deposit interest rate is 1.38% (the benchmark deposit interest rate of the people’s Bank of China is 1.15%). The total credit granted by the company to SAIC finance in 2021 was 1 billion yuan.
(2) The service expenditure of finance company (excluding principal) refers to the financing service fee and other service expenditure of the company (including SAIC Hongyan Automobile Co., Ltd., a wholly-owned subsidiary of the company) in SAIC finance company. The company’s financing fees and other expenses in SAIC finance in 2021 were 986600 yuan. In 2021, SAIC Hongyan Automobile Co., Ltd. provided credit acquisition or lease right acquisition and other guarantees (i.e. repurchase guarantee business) to SAIC finance company for its vehicle sales business for reputable dealers and end customers, with a discount expenditure of 572123 million yuan.
The pricing of the above transactions is fair, and there is no damage to the interests of listed companies and the legitimate rights and interests of minority shareholders.
The estimated amount of the house and land lease framework agreement in 2021 actually occurred in 2021
(ten thousand yuan)
Saic Motor Corporation Limited(600104) and its subsidiaries to the company and its subsidiaries 491737212371
Rent paid by affiliated enterprises
The company and its subordinate enterprises to Saic Motor Corporation Limited(600104) and its subordinates 268211184433
Rent paid by affiliated enterprises
Total 759948396804
(2) The daily related party transactions with Anji Leasing Co., Ltd. in 2021 are as follows:
In 2021, the company expects the daily related party transaction amount with Anji Leasing Co., Ltd. to be 141001 million yuan. The transaction content is the terminal discount interest that occurs when SAIC Hongyan and Anji Leasing Co., Ltd. carry out the repurchase guarantee business for reputable end customers in order to promote the vehicle sales business. The amount of daily related party transactions actually occurred in 2021 was 7.5671 million yuan.
(3) The daily related party transactions with Mitsubishi Heavy engine, Mitsubishi Heavy supercharger and shangfeihong in 2021 are as follows:
In 2021, the company expects the amount of daily related party transactions with RHI to be 166102700 yuan (including 398727 million yuan of goods and services supplied by the company and its subsidiaries to RHI, and 126.23 million yuan of goods and services supplied by RHI to the company and its subsidiaries). The actual amount of daily related party transactions in 2021 was 940896 million yuan (including 256572 million yuan of goods and services supplied by the company and its subsidiaries to Lingzhong engine, and 684324 million yuan of goods and services supplied by Lingzhong engine to the company and its subsidiaries).
