Securities code: Zhuhai Huajin Capital Co.Ltd(000532) securities abbreviation: Zhuhai Huajin Capital Co.Ltd(000532) Announcement No.: 2022007
Zhuhai Huajin Capital Co.Ltd(000532)
Announcement on external sales of masks and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. In order to support the epidemic prevention work and the resumption of work and production of the enterprise, Zhuhai Huajin Capital Co.Ltd(000532) (hereinafter referred to as “the company” or “the company”), Zhuhai Huashi Medical Technology Holding Co., Ltd. (hereinafter referred to as “Huashi medical”), a subsidiary of Zhuhai Huajin Capital Co.Ltd(000532) (hereinafter referred to as “the company”), plans to sell masks to the wholly-owned and holding company of the related party Zhuhai HUAFA Group Co., Ltd. (hereinafter referred to as “HUAFA group”), and the total annual sales amount to the related party is expected to be no more than RMB 5 million.
2. Huashi medical is a wholly-owned company under Zhuhai Huaguan Technology Co., Ltd., a subsidiary of the company, and the controlling shareholder of the company is Zhuhai HUAFA entity Industry Investment Holding Co., Ltd. (hereinafter referred to as “Huashi holding”); Huashi holdings is a wholly-owned subsidiary of HUAFA group; Ms. Guo Jin, the chairman of the company, is also the chairman of Huashi holdings, Mr. Xie Hao, the vice chairman and President of the company, is also the director of Huashi holdings, Mr. Li Guangning, the director of the company, is also the general manager of HUAFA group, and Mr. Zou Chaoyong, the director of the company, is also the director of HUAFA group. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction, and the connected directors Guo Jin, Li Guangning, Xie Hao and Zou Chaoyong avoided voting.
3. On March 22, 2022, the 11th meeting of the 10th board of directors held by the company deliberated and voted on the proposal on the signing of mask purchase and sales contract and related party transactions by the company’s subsidiaries. The voting results: 7 votes in favor, 0 votes against and 0 abstentions. The proposal was considered and passed.
4. According to the stock listing rules of Shenzhen Stock Exchange and the articles of association of the company, this connected transaction does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by other relevant departments.
2、 Basic information of related party counterparties
Zhuhai HUAFA Group Co., Ltd. was established on May 14, 1986. Its registered place is Zhuhai, Guangdong Province. Its registered capital is RMB 1119789700. Its legal representative is Li Guangning. Its business scope is real estate development and operation (operation with qualification certificate); House rental; Export of light industrial products, black metals and other commodities, import of light industrial products, instruments and meters and other commodities (specifically operated in accordance with Yue Jing Ji Jin Zi [1993] No. 254 document), bonded warehousing business (as approved by the customs), entrepot trade (operated in accordance with Yue Jing Ji Jin Zi [1995] No. 256 document); Wholesale and retail of building materials, hardware, arts and crafts, clothing and textiles; Project investment and investment management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
As of December 31, 2020 (audited), HUAFA group has total assets of 487783042200 yuan and net assets of 134273232100 yuan; In 2020, the operating income was 109190244400 yuan and the net profit was 5549649700 yuan.
As of September 30, 2021 (Unaudited), HUAFA group has total assets of 561078147200 yuan and net assets of 144700768200 yuan; From January to September 2021, the operating income was 93175856200 yuan and the net profit was 3965325100 yuan.
3、 Pricing policy and basis of transaction
This related party transaction is a normal commercial transaction based on the fair market price and carried out in accordance with the normal market operation rules by the related parties of the company in support of epidemic prevention and the resumption of work and production of the enterprise. 4、 Main contents of related party transaction agreement
Product Name: disposable mask
Specification: 17.5cm 9.5cm (± 0.5cm)
Unit price (tax included): no more than 2.5 yuan / piece (tax included)
Total sales amount: no more than 5 million yuan
In view of the phased and unpredictable nature of the epidemic prevention work, the sales target of this mask is Zhuhai HUAFA Group Co., Ltd. and its subordinate wholly-owned and holding companies. The specific sales target and sales quantity are determined by the authorized management according to the needs of epidemic prevention work.
5、 The purpose of transaction and the impact of transaction on Listed Companies
The above-mentioned connected transactions follow the principles of fairness, impartiality and openness, and are priced and traded according to the market price, which will not have an adverse impact on the company’s future financial status and operating results, is conducive to the normal development of the company’s business, and does not harm the interests of the company and all shareholders, especially small and medium-sized shareholders; The development of related party transactions will increase the main business income of Huashi medical, which is in line with the interests of the company and all shareholders, and will not have a significant impact on the normal business activities and financial status of the company.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date.
From January 1, 2022 to now, in addition to the related party transactions considered by the board of directors, the company and its holding subsidiaries have had related party transactions with the company’s related party HUAFA group and related parties, with an accumulated amount of about 1.4 million yuan.
7、 Prior approval and independent opinions of independent directors
Huang Yanfei, Wang huaibing, Dou Huan and an Shouhui, the independent directors of the company, agreed to this connected transaction in advance and expressed the following independent opinions:
Zhuhai Huashi Medical Devices Co., Ltd., a subsidiary of the company, sells masks to related parties. It is a normal commercial transaction and is carried out in accordance with normal market operation rules, which is conducive to increasing the business income of the company. Based on our independent judgment, we believe that it complies with the provisions of the company law, the securities law and other relevant laws and regulations as well as the articles of association of the company. During the deliberation and voting process, the related directors Li Guangning, Guo Jin, Xie Hao and Zou Chaoyong have avoided voting as required, the voting procedure of the board of directors is legal, and there is no damage to the interests of the listed company and shareholders. We agree to the matter. 8、 Documents for future reference
1. Resolutions of the 11th meeting of the 10th board of directors of the company;
2. Prior approval and independent opinions of independent directors on this connected transaction;
It is hereby announced.
Zhuhai Huajin Capital Co.Ltd(000532) board of directors March 24, 2022
