Stock abbreviation: Shanghai Diesel Engine Co.Ltd(600841) Shangchai B Share Stock Code: Shanghai Diesel Engine Co.Ltd(600841) 900920 No.: lin2022011 Shanghai new power automobile technology Co., Ltd
About Chongqing electromechanical holding (Group) Co., Ltd
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 Chongqing electromechanical holding (Group) Company
Chongqing electromechanical holding (Group) Co., Ltd. (hereinafter referred to as “Chongqing electromechanical”) now holds 10.77% of the shares of the company. According to the stock listing rules of Shanghai Stock Exchange, Chongqing electromechanical and its subordinate enterprises are now affiliated parties of the company. The transactions related to daily operation such as purchasing or selling goods, providing or receiving labor services and other transactions between the company and its subordinate enterprises constitute daily connected transactions.
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 and Chongqing electromechanical signed the business framework agreement on daily related party transactions after deliberation and approval of the sixth extraordinary meeting of the board of directors in 2021 and the second extraordinary general meeting of shareholders in 2021. According to the above framework agreement, the company predicts the relevant amount of the company in this year 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. Basic information of Chongqing electromechanical:
Legal representative: Xin Guorong
Nature of enterprise: limited liability company (solely state-owned)
Registered capital: RMB 204288498166
Registered address: No. 60, middle section of Huangshan Avenue, Beibu new area, Chongqing
Business scope: operate and manage the state-owned assets within the scope authorized by the municipal SASAC, sell automobiles (excluding cars) and parts, electrical machinery and equipment, electronic products, metallurgical products (except the products specified by the state) and their equipment, environmental protection equipment, building materials, chemical products and raw materials (excluding dangerous chemicals), hardware, transportation and electricity, house leasing, electromechanical, metallurgical and environmental protection technical consulting services, (the following scope is operated by the enterprises with the qualification of license under the group company) the development, manufacturing, sales, property management and import and export trade of automobiles (excluding cars) and parts, machinery, electronics and metallurgical products (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
2. Related relationship: Chongqing electromechanical now holds 10.77% of the shares of the company.
3、 Pricing policy and basis
The price of purchase, sales and services between the company and Chongqing electromechanical Machinery Co., Ltd. shall be determined with reference to the government’s pricing or guiding price if the government has pricing or guiding price; Where there is no government pricing or guidance price, but there is a comparable market price of an independent third party, pricing shall be made with reference to the market price; If there is no comparable market price of an independent third party, it shall be determined by reference to the price of non related party transactions with an independent third party; If there is no government pricing or guidance price, market price and non related party transaction price, the cost plus reasonable profit price shall be adopted.
4、 Purpose of transaction and impact of transaction on shareholders
The daily related party transactions of the company and its subordinate enterprises, such as purchasing or selling goods, providing or receiving labor services to Chongqing electromechanical and its subordinate enterprises, are carried out in accordance with the principles of good faith, openness, impartiality and fairness, which is the need of 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
After the deliberation and approval of the sixth extraordinary meeting of the board of directors and the second extraordinary general meeting of shareholders in 2021, the company has predicted the daily connected transactions in 2021. The actual situation in 2021 is as follows:
In 2021, it is estimated that the amount of daily related party transactions related to daily operation, such as the purchase or sale of goods, the provision or acceptance of labor services and so on, between the company and its subordinate enterprises and Chongqing electromechanical and its subordinate enterprises will be 779 million yuan (of which 746 million yuan will be purchased from Chongqing electromechanical and its subordinate enterprises, and 33 million yuan will be supplied to Chongqing electromechanical and its subordinate enterprises). The actual amount of daily related party transactions in 2021 was 56600 yuan (including 555 million yuan of goods and services purchased from Chongqing electromechanical and its subordinate enterprises and 11 million yuan of goods and services supplied to Chongqing electromechanical and its subordinate enterprises).
6、 Estimated amount of daily related party transactions in 2022
Based on the actual amount of daily connected transactions in 2021 and considering business development and possible changes, the company expects to purchase or sell goods with Chongqing electromechanical and its subordinate enterprises in 2022 The amount of daily related party transactions related to daily operation such as providing or receiving labor services is 1.028 billion yuan (of which, the company and its subordinate enterprises purchase 890 million yuan of goods and services from Chongqing electromechanical and its subordinate enterprises, and 138 million yuan of goods and services from Chongqing electromechanical and its subordinate enterprises).
7、 Review procedure
1. The proposal on the daily connected transactions between the company and Chongqing electromechanical holding (Group) Company in 2022 has been approved in advance by the independent directors of the company and agreed to submit it to the second meeting of the 10th board of directors for deliberation.
2. On March 17, 2022, the second meeting of the tenth session of the board of directors of the company passed the proposal on the daily related party transactions between the company and Chongqing electromechanical holding (Group) Company in 2022 (one other related director avoided voting) with 8 affirmative votes, 0 abstention votes and 0 negative votes. This proposal will also be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval.
3. Opinions of independent directors
Ye Jianfang, Su Zimeng and Yang Lin, the independent directors of the company, in accordance with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange and other laws and regulations, as well as the relevant provisions of the articles of association, reviewed the relevant documents on the daily connected transaction between the company and Chongqing Electromechanical, and independently From the perspective of fairness, made prudent judgment and expressed the following opinions:
(1) The daily connected transactions between the company and Chongqing electromechanical in 2022 comply with the provisions of the company law, the securities law and other laws and regulations and the articles of association.
(2) Pricing basis of daily related party transactions between the company and Chongqing electromechanical: where the government has pricing or guidance price, it shall be determined with reference to the government pricing or guidance price; Where there is no government pricing or guidance price, but there is a comparable market price of an independent third party, pricing shall be made with reference to the market price; If there is no comparable market price of an independent third party, it shall be determined by reference to the price of non related party transactions with an independent third party; If there is no government pricing or guidance price, market price and non related party transaction price, the cost plus reasonable profit price shall be adopted.
The above pricing basis is reasonable and follows commercial principles.
(3) The company and Chongqing electromechanical expect that the daily connected transactions in 2022 will not affect the independence of the company, and the company’s business will not rely on or be controlled by connected persons due to such connected transactions, and will not damage the interests of other shareholders.
(4) When the board of Directors voted on the proposal on the daily connected transactions between the company and Chongqing electromechanical holding (Group) Company in 2022, the voting procedures were in line with the provisions of the law and the articles of association. 8、 Directory of documents for future reference
1. Resolutions of the second session of the 10th board of directors of the company;
2. Resolutions of the second meeting of the tenth session of the board of supervisors of the company;
3. Independent opinions of independent directors on relevant matters of the company.
It is hereby announced.
Board of directors of Shanghai New Power Automotive Technology Co., Ltd
March 17, 2022
