Securities code: Houpu Clean Energy Co.Ltd(300471) securities abbreviation: Houpu Clean Energy Co.Ltd(300471) Announcement No.: 2022038 Houpu Clean Energy Co.Ltd(300471)
Announcement on daily connected transactions in 2022
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、 Basic information of daily connected transactions
(I) overview of daily connected transactions
The expected daily related party transactions refer to the transactions of hydrogenation station infrastructure, parts, R & D and design services between Houpu Clean Energy Co.Ltd(300471) (hereinafter referred to as “the company”) and its controlled company and its related party liquid air thick general hydrogen energy equipment Co., Ltd. (hereinafter referred to as “liquid air thick general”). Huang Yaohui, the director and general manager of the company, is the vice chairman of liqukong Houpu, which constitutes a related relationship in accordance with item (III) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange. The company expects that the total amount of daily related party transactions with liqukong Houpu in 2022 will not exceed 110 million yuan, and the actual amount in 2021 will be 1041399 million yuan.
The company held the 17th meeting of the 4th board of directors on March 23, 2022. The proposal on the expected daily connected transactions in 2022 was deliberated and approved by the voting results of 6 votes in favor, 0 votes against, 0 abstention and 1 vote of avoidance, and Ms. Huang Yaohui, a connected director, avoided voting. The independent directors of the company have expressed their independent opinions approved and agreed in advance. According to the regulations of Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this transaction needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation and approval, but it does not constitute a major asset reorganization.
(II) category and amount of daily connected transactions in 2022
Related party transactions related party transactions content of related party transactions the estimated transaction amount of related party transactions as of the disclosure date has been the amount of the pricing principle amount of the previous year
The infrastructure of hydrogen production and hydrogenation station from related parties shall not exceed 1041399 million people to purchase and sell liquid air thickness general facilities and parts, and the market price is 110 million 3.238 million yuan
Product or service R & D and design service yuan
(III) actual occurrence of daily related party transactions in the previous year
Related party transactions actual occurrence of related party transactions
Difference between the amount of content generated by category related persons in the same amount and the proportion of expected disclosure date and index business
The company was established on April 13, 2021 and 2021 respectively
The information disclosed by the hydrogen refueling station to the infrastructure of related parties and no more than the crowd information network on November 30, 2004
Purchase and sell liquid hollow and thick parts 1041390 RMB 6.82% 5.33% “announcement on services for daily related party transactions of RMB 11 million yuan expected to be sold in 2021 or general R & D design”, and Public notice on adding daily connected transactions in 2021
Report.
The board of directors of the company does not apply to the fact that there is a large difference between the actual situation of daily related party transactions and the prediction, indicating that the independent directors of the company do not apply to the fact that there is a large difference between the actual situation of daily related party transactions and the prediction
2、 Introduction and relationship of related parties
(I) basic information of liquid air thickness gauge
Legal representative: Chen Shaoyi
Registered capital: 100 million yuan
Address: No. 146, north section of Hongqi Avenue, Deyuan town (Jingrong town), Pidu District, Chengdu
Business scope: manufacturing and sales of station hydrogenation and hydrogen storage facilities and gas compressors (choose another site to engage in production activities); Technology research and development, technology transfer, technical consultation and technical services in the field of new energy; R & D, manufacturing and sales of computers, software and auxiliary equipment (choose another site to engage in production activities); Internet of things technology services; Import and export of goods and technology. (projects prohibited by laws, regulations and industrial policies for foreign investment shall not be operated; projects subject to special examination and approval stipulated by laws and regulations and restricted by industrial policies for foreign investment shall not be operated until they are approved; projects subject to special examination and approval not stipulated by laws and regulations and not restricted by industrial policies for foreign investment shall be independently selected and operated). (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments, except those involving the implementation of special management measures stipulated by the state) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
The latest financial data: as of December 31, 2021, the total assets of liqukong Houpu were 124857 million yuan, the net assets were 322861 million yuan, and the operating revenue and net profit in 2021 were 1252085 million yuan and 220600 yuan.
The above data have not been audited.
(II) relationship with the company
Huang Yaohui, the director and general manager of the company, is the vice chairman of liqukong Houpu, which constitutes a related relationship in accordance with item (III) of article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
(III) performance capability analysis
Air Liquide advanced technologies S.A. (hereinafter referred to as “ALAT”), a wholly-owned subsidiary of Air Liquide Group, holds 49% shares and ALAT holds 51%. Air Liquide Group is a global leader in technology and services in the field of industrial and medical gases. Its business covers more than 80 countries around the world and provides services to more than 3.5 million customers and patients. Liqukong Houpu is in normal operation and good financial condition, and has the ability to perform the above related party transactions.
3、 Main contents of related party transactions
The daily related party transactions between the company and liqukong Houpu are: procurement or sales of hydrogenation station infrastructure, spare parts and R & D and design services.
Pricing policy and pricing basis of related party transactions of the company: when pricing related party transactions, the company, like treating non related party customers, fully considers various factors such as customers’ technical parameters, product configuration, service requirements, regional differences, competitors, target profitability and the importance of customers to the company’s strategic development. Therefore, the product pricing of each contract has strong personalized characteristics. The company’s pricing policies, payment terms, technical services and other transaction terms for all customers, including related parties, are basically the same, and there are no special service terms and arrangements that clearly distinguish between related parties and non related parties. In the process of performing the above daily related party transactions, the company will sign relevant written contracts with related parties according to the actual situation. The specific transaction price, payment arrangement, settlement method and other main terms can be determined at the time of signing the agreement. At that time, the company will perform relevant obligations in strict accordance with the established terms of the contract.
4、 Purpose and impact of related party transactions on the company
The related party transactions between the company and related parties follow the principle of market pricing and are determined by both parties through negotiation. The transaction price is fair and has no adverse impact on the company’s financial status and operating results.
The daily related party transactions of the company are the normal business activities of the company, are required by the daily production and operation of the company, meet the actual operation and development needs of the company, and follow the principle of market pricing. The development of the company’s daily related party transactions is relatively stable, and the amount of related party transactions shows a decreasing trend. The company’s related party transactions have not adversely affected the company’s independent operation, financial status and operating results.
The related party transactions of the company have maintained a certain continuity, but the above daily related party transactions will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions.
5、 Opinions of independent directors
1. Prior approval opinions of independent directors
The related party transactions of the company are necessary for the daily production and operation of the company. The transaction price is determined by both parties through negotiation according to the market price. There is no obvious unfairness, damage to the interests of the company and its shareholders, and no manipulation of profits through related party transactions. It is in line with the provisions of relevant laws and regulations and the articles of association, and in line with the interests of the company and all shareholders. Therefore, we unanimously agreed to submit the proposal to the 17th meeting of the Fourth Board of directors of the company for deliberation, and the related directors avoided voting.
2. Independent opinions of independent directors
The company conducts daily related party transactions with related parties in accordance with the principles of fairness, openness and impartiality, and there is no situation that affects the interests of all shareholders of the company, especially small and medium-sized shareholders. The daily related party transactions expected by the company in 2022 are in line with the company’s business plan in 2022, will not have an adverse impact on the company’s financial status and operating results, and are in the interests of the company and all shareholders. Therefore, we unanimously agree to the proposal and agree to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Documents for future reference
1. Resolutions of the 17th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors.
It is hereby announced.
Houpu Clean Energy Co.Ltd(300471) board of directors March 24, 2002
