Securities code: 688151 securities abbreviation: Huaqiang technology Announcement No.: 2022015 Hubei Huaqiang Technology Co., Ltd
Announcement on 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
It is expected that the daily related party transactions in 2022 will be submitted to the general meeting of shareholders for deliberation
This day-to-day related party transaction is required by the company's normal business. The transaction between the company and related parties is based on normal market transaction conditions and relevant agreements, in line with business practices. The transaction follows the principles of openness, fairness and impartiality, and the pricing is fair and reasonable. There is no damage to the interests of the company and its shareholders, and will not affect the operation and independence of the company, The company will not rely on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 25, 2022, the 15th meeting of the first board of directors of Hubei Huaqiang Technology Co., Ltd. (hereinafter referred to as "the company") deliberated and adopted the proposal on the expected daily connected transactions in 2022. The connected directors Mr. Wei Xifu, Mr. Shi Lei, Ms. Gao yingmiao and Mr. Xu Bin avoided voting, and the voting procedures were in line with the company law, securities law and other laws and regulations as well as the relevant provisions of the articles of association. Voting results: 5 in favor, 0 against, 4 avoided and 0 abstained.
The expected matters of this daily connected transaction still need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
The independent directors reviewed the contents of the proposal before the board of directors considered the proposal and issued the following approval opinions in advance: the company expects that the related party transactions to occur in 2022 are required by the company's normal business, belong to normal business behavior, abide by the principles of openness, fairness and impartiality, and the pricing is fair and reasonable. The related party transactions are in line with the interests of the company and do not harm the company and all shareholders, Especially for the interests of minority shareholders and non affiliated shareholders, we unanimously agreed to submit the proposal to the 15th meeting of the first board of directors of the company for deliberation. Related directors shall avoid voting when considering the related party transaction.
The independent directors reviewed the proposal and expressed their independent opinions as follows: the company expects that the daily related party transactions in 2022 will mainly be procurement, sales of goods, acceptance and provision of labor services and other services. The related party transactions are required by the company's normal business, follow the principles of voluntariness, fairness and impartiality, and the transaction price is fair, which will not affect the company's operation and independence, The company will not rely on related parties due to the above related party transactions. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. When the board of directors considered the proposal, the related directors avoided voting, which was in line with the provisions of relevant laws, regulations and the articles of association. We agree to the proposal on the expected daily connected transactions in 2022 and agree that the board of directors of the company will submit the proposal to the general meeting of shareholders of the company for deliberation.
The audit and Risk Management Committee of the board of directors of the company issued the following written opinions on the expected matters of the daily connected transactions: the company expects that the daily connected transactions in 2022 are required by the company's normal production and operation activities, the transaction pricing is reasonable and fair, follows the principles of open, fair and just market transactions, performs necessary procedures, and complies with relevant national laws The requirements of laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange will not affect the operation and independence of the company, which is in line with the interests of the company and all shareholders. We agree to submit the proposal on the expected daily connected transactions in 2022 to the first board of directors of the company
At the 15th meeting, the related directors should withdraw from voting.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
At the beginning of this year, the current estimated amount accounts for the same amount as that of the previous year to the disclosure date. There is a large difference between the actual amount of the same kind of amount of the previous year and the actual amount of related party transactions between the current estimated amount of business between the gold industry and related parties (%) and the cumulative issued amount (%) Transaction reasons
amount of money
Purchase Chinese weapon equipment from related persons
Buy goods and labor Equipment Group Co., Ltd. 500.00 0.50 1.70
Service company and its subsidiaries
company
Selling Chinese weapon equipment to related persons
Products sold, commercial equipment Group Co., Ltd. 500.00 0.30 18.28 130.58 0.10
Product company and its subsidiaries
company
Chinese weapon equipment
Provision to related parties 150.00 3.00
Labor supply company and its subsidiaries
company
The weapons and equipment set of related persons is not high
Group Finance Co., Ltd. of finance company 20000000 in 50% 145.11 237.41 0.07 (Note 2) deposit liability company
In the weapon and equipment set of related person
Finance company kaituan Finance Co., Ltd. 5.00 70.00 0.31 1.33 95.22 (Note 3) with commercial paper liability company
Total 20115500 165.40 369.32
Note 1: China Ordnance Equipment Group Co., Ltd. (hereinafter referred to as "Ordnance Equipment Group") and its subsidiaries include 84 units, including China Ordnance Equipment Group Co., Ltd., Ordnance Equipment Group Finance Co., Ltd., China Ordnance Equipment Group commercial factoring Co., Ltd. Chongqing Changan Automobile Company Limited(000625) trade union committee, Chongqing Chang'an industry (Group) Co., Ltd.
Note 2: the amount of the company's deposit (including security deposit) in the ordnance finance department is the maximum daily deposit balance, and the balance of deposit (including security deposit) at the end of 2021 is 2.3741 million yuan. In order to further improve the company's financing channels and improve the use efficiency of funds, the company plans to re sign the financial service agreement with Ordnance Equipment Group Finance Co., Ltd. (hereinafter referred to as "ordnance finance company"), and the company's maximum daily deposit balance in ordnance finance company is not more than RMB 2 billion (this amount is the maximum amount and does not include the company's listed funds), The maximum total amount of credit granted by ordnance finance company to the company is RMB 5
100 million yuan. For details, see the company's website at Shanghai Stock Exchange (www.sse. Com. CN.) Announcement on re signing the financial service agreement and related party transactions with Ordnance Equipment Group Finance Co., Ltd. (Announcement No.: 2022019).
Note 3: the amount listed in the related party transactions of the company issuing commercial bills in the ordnance finance department is the amount of handling charges for issuing commercial bills. In 2021, 356575 million yuan of bills were issued and 13300 yuan of handling charges were incurred; In 2022, the estimated invoice amount will not exceed 100 million yuan, and the estimated invoice handling fee will not exceed 50000 yuan;
Note 4: the company carries out supply chain finance business through China Ordnance Equipment Group commercial factoring Co., Ltd. (hereinafter referred to as "ordnance equipment factoring company"), and uses the "zhongbing confirmation form" platform of ordnance equipment factoring company to pay the supplier's payment. In 2021, the "zhongbing confirmation form" was issued for 136621 million yuan, and it is expected that the "zhongbing confirmation form" will be issued for no more than 50 million yuan in 2022. There is no cost incurred in this transaction.
(III) prediction and implementation of previous daily connected transactions
The comparison between the expected and actual implementation of the company's previous daily related party transactions is as follows:
Unit: 10000 yuan
Reasons for the large difference between the estimated amount of the previous year (the previous time) and the actual amount of the related parties of the category of related party transactions
Sales of China Ordnance Equipment Group Co., Ltd. 100000 130.58 to related parties
Product and commodity companies and their subsidiaries
In the financial affairs of related parties, the financial affairs of Ordnance Equipment Group Co., Ltd. is 500.00 237.41
Corporate deposit liability company
In the financial affairs of related parties, the financial affairs of Ordnance Equipment Group Co., Ltd. is 500.00 500.00
Corporate loan liability company
Issuance of commercial paper Ordnance Equipment Group Finance Co., Ltd. 5.00 1.33
liability company
Total 200500 869.32
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. China Ordnance Equipment Group Co., Ltd
Nature: limited liability company (solely state-owned)
Legal representative: Xu Xianping
Registered capital: 35.3 million yuan
Date of establishment: June 29, 1999
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 924929l
Registered place and main place of production and operation: No. 46, Sanlihe Road, Xicheng District, Beijing
Business scope: investment, operation and management of state-owned assets; R & D, production, support and service of weapons and equipment; R & D, manufacturing, sales and comprehensive service business of vehicles, power equipment, radio and television information and products and their equipment, mechanical equipment, engineering and construction machinery, chemical materials (excluding hazardous chemicals), fire fighting equipment, medical and environmental protection equipment, metal and non-metallic materials and products. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies).
Major shareholder: the state owned Assets Administration Commission of the State Council holds 100%
Main financial data: as of December 31, 2021, the total assets of ordnance equipment group were 392978 billion yuan and the net assets were 137785 billion yuan; In 2021, the operating revenue was 286959 billion yuan and the net profit was 9.518 billion yuan.
2. Ordnance Equipment Group Finance Co., Ltd
Nature: other limited liability companies
Legal representative: Cui Yunjiang
Registered capital: 3033 million yuan
Date of establishment: October 21, 2005
Unified social credit Code: 91110 Berry Genomics Co.Ltd(000710) 9336571
Registered place and main production and operation place: 5 / F, No. 3 scientific research office building, No. 10 Institute, Lane ditch, Haidian District, Beijing
Business scope: handle financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Engage in interbank lending; Issue financial corporate bonds upon approval; Underwriting corporate bonds of member units; Securities investment; Consumer credit, buyer's credit and financial leasing of products of member units. (enterprises shall independently choose business projects according to law and carry out business activities with the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by the industrial policies of this city).
Major shareholders: China Ordnance Equipment Group Co., Ltd. holds 22.90%, Nanfang Industrial Asset Management Co., Ltd. holds 22.60%, and China Chongqing Changan Automobile Company Limited(000625) Group Co., Ltd. holds 13.27%.
Main financial data: as of December 31, 2021, the total assets of ordnance finance company were 78.233 billion yuan and the net assets were 8.502 billion yuan; In 2021, the operating revenue was 2.096 billion yuan and the net profit was 832 million yuan.
3. China Ordnance Equipment Group commercial factoring Co., Ltd
Nature: limited liability company (sole proprietorship of legal person)
Legal representative: Liu Xing
registered capital
