Securities code: Guangdong Fuxin Technology Co.Ltd(688662) securities abbreviation: Guangdong Fuxin Technology Co.Ltd(688662) Announcement No.: 2022010 Guangdong Fuxin Technology Co.Ltd(688662)
Announcement on daily related party transactions expected 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 legal responsibility for the authenticity, accuracy and completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily related party transactions on Listed Companies: it is expected that this related party transaction is the daily related party transaction of the company, which is based on the normal production and operation needs between the company and related parties. Both parties to the transaction take equality, mutual benefit and mutual consultation as the basis of cooperation and market price as the basis of pricing. There is no situation that damages the interests of the company and shareholders, does not affect the independence of the company, and the company will not rely on related parties due to such related party transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Review procedures of the audit committee of the board of directors
Guangdong Fuxin Technology Co.Ltd(688662) (hereinafter referred to as "the company") convened the first meeting of the audit committee in 2022 on March 25, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022, and agreed to submit the proposal to the second meeting of the Fourth Board of directors of the company for deliberation.
After careful review, the audit committee of the company issued the following written opinions on the expected matters of daily related party transactions: the company estimated the events and amount of daily related party transactions in 2022 according to the actual situation of daily related party transactions in 2021 and in combination with the business plan in 2022. The estimated pricing follows the market principle of openness, fairness and impartiality, and there is no situation that damages the interests of the company and other shareholders of the company. Therefore, we unanimously agree on the matters of the proposal on daily connected transactions expected in 2022.
2. Deliberation procedures of the board of directors
On March 25, 2022, the company held the second meeting of the Fourth Board of directors and deliberated and passed the proposal on daily related party transactions in 2022. It is estimated that the total amount of transactions related to daily operations between the company and its holding company and other related parties in 2022 will not exceed 7.4 million yuan. Lin Dongping, a related director, avoided voting, and the other non related directors unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations. Prior approval opinions issued by independent directors: after verification, the daily related party transactions expected to occur in 2022 are necessary for the company's normal operation and management, and there is a need for transactions. The matters of this connected transaction comply with the company law of the people's Republic of China, the securities law of the people's Republic of China, other relevant laws and regulations and the measures for the administration of connected transactions of the company. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders, and will not have an adverse impact on the operating performance of the company. Therefore, we agree to submit the proposal to the second meeting of the Fourth Board of directors for deliberation.
Opinions of independent directors: after deliberation, the daily related party transactions expected by the company in 2022 are necessary and feasible for the normal operation and management of the company; Related party transactions follow the principles of fairness, impartiality and rationality, comply with relevant laws and regulations and the provisions of the measures for the administration of related party transactions of the company, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we unanimously agree on the contents of the proposal on daily connected transactions in 2022.
3. Deliberation procedures of the board of supervisors
The company held the second meeting of the Fourth Board of supervisors on March 25, 2022, which deliberated and adopted the proposal on daily connected transactions expected in 2022. The board of supervisors believes that the daily related party transactions in 2022 are expected to be based on the normal production and operation needs between the company and related parties, which plays a positive role in consolidating the market, improving operating capacity and promoting benefit growth of the company, and is necessary for transactions. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions conduct transactions at fair market prices in accordance with the principles of openness, fairness and impartiality, and there is no situation that damages the interests of the company and shareholders. Therefore, the board of supervisors of the company agreed to the contents of the proposal on daily connected transactions expected in 2022.
(II) estimated amount and category of daily connected transactions
This year
The estimated exposure date and amount of the first arrival Phi this time are related to the previous one. The estimated proportion of the actual amount of the related parties of the same industry in the previous year in the actual amount of the related parties of the same industry in the cumulative amount of the business generated amount difference category (10000 yuan) Reason for large proportion of transaction funds
(10000 yuan)
Xiangguan Shunde, Guangdong
The associated party is AISI machine 200.00 7.95% 0.00 59.41 2.36%, which is not applicable to purchasing equipment Co., Ltd
Subtotal 200.00 7.95% 0.00 59.41 2.36% not applicable
II-VI
Vietnam 450.00 0.56% 35.12 342.13 0.49% not applicable to Xiangguan Co., Ltd
Sales industri 10.00 0.01% 0.00 0.33 0.0005% inapplicable goods es, Inc
Subtotal 460.00 0.57% 35.12 342.46 0.4905%--
Foshan Shun
Xiangguande District Dehe
Lianfang Hengxin investment 80.00 37.50% 11.08 75.06 35.18% is not applicable to the rental management Co., Ltd
Subtotal 80.00 37.50% 11.08 75.06 35.18% n / A
Total 740.00 46.2 476.93--
(III) prediction and implementation of the previous connected transaction
Reasons for the large difference (10000 yuan) (10000 yuan) between the actual estimated amount of related party transactions in 2021 and the actual estimated amount of related parties in 2021
To the related party Guangdong Shunde Weisi machine 200.00 59.41 not applicable
Purchasing Equipment Co., Ltd
II-VI Vietnam 300.00 342.13 not applicable
CO.,LTD
Marlow 10.00 0.33 not applicable
INDUSTRIES,INC
Due to the customer's thermal power integration, Foshan Guoneng Hongji investment and supply unit project failed to be implemented to related parties as planned, and the demand for thermal power generator parts of the company's sales Commodity Co., Ltd. was 0
Due to the customer's thermal power integration, Foshan Guoneng environmental protection technology supply unit project failed to be implemented as planned, and the demand for thermal power generator parts of the company was 0
To related parties deheheng 80.00 75.06, Shunde District, Foshan City not applicable
Rental housing investment management Co., Ltd
Total 159000 476.93/
2、 Introduction and relationship of related parties
(I) introduction of related parties and related relationships
1. Foshan Shunde Dehe Hengxin Investment Management Co., Ltd
Name: Foshan Shunde Dehe Hengxin Investment Management Co., Ltd
Date of establishment: December 3, 2008
Nature: limited liability company (foreign-invested enterprise and domestic joint venture)
Address: No. 1, Keyuan 1st Road, xiaohuangpu community residents committee, Ronggui sub district office, Shunde District, Foshan City
Legal representative: Lu Chulong
The registered capital is 48 million yuan
Business scope: real estate management services invested by the company; estate management; Property leasing; China's commerce and material supply and marketing industry.
As of December 31, 2021, the total assets and financial status of Foshan Shunde Dehe Hengxin Investment Management Co., Ltd. is 301227 million yuan, the net assets are 299042 million yuan, the operating income in 2021 is 3.4101 million yuan, and the net profit is -820200 yuan. (the above financial data have not been audited)
Affiliated relationship Guangdong Fuxin Technology Co.Ltd(688662) joint stock company
2、II-VI VIETNAM CO.,LTD
Name II-VI Vietnam Co., Ltd
Date of establishment: March 25, 2005
Nature limited liability company
Domicile: Vietnam
Legal representative: Ahmad bin Mohamed magad
Registered capital US $322500000
Production of sight glasses, precision optical lenses and related components; Detachable electric heating products and electronic assembly devices, business scope
Including high-tech cooling products; Production of ceramic products and components for electrical and thermal equipment
As of December 31, 2021, II-VI Vietnam Co., Ltd. had total assets of USD 476414 million, net assets of USD 42.276 million, operating income of USD 823058 million and net profit of USD 7.9578 million in 2021. (the above financial data have not been audited)
II-VI relationship of actual controllers of Liansheng Investment Co., Ltd. and chuofeng Investment Co., Ltd., the shareholders of the company
Subsidiary of incorpratedr
3、MARLOW INDUSTRIES,INC
