Securities code: Shanghai Putailai New Energy Technology Co.Ltd(603659) securities abbreviation: Shanghai Putailai New Energy Technology Co.Ltd(603659) Announcement No.: 2022022 Shanghai Putailai New Energy Technology Co.Ltd(603659)
Announcement on the explanation of related party transactions in 2021
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、 The related parties involved in related party transactions with the company in 2021 are as follows:
Related party name and company relationship
Male, born in 1962, Chinese nationality. From February 2017 to December 2020, he served as vice chairman of Shandong Xingfeng New Energy Technology Co., Ltd. (hereinafter referred to as "Shanli Qingmin dongxingfeng"), general manager of Shandong Xingfeng since December 2020, held 29.4% equity of Shandong Xingfeng before December 2020, and was a related party of the company during the reporting period
Male, born in 1974, Chinese nationality. From February 2017 to December 2020, Liu Guangtao served as the director and general manager of Shandong Xingfeng. He held 19.6% equity of Shandong Xingfeng before December 2020 and was a related party of the company during the reporting period
Zaozhuang Zhenxing carbon material technology Co., Ltd. Zhenxing carbon material is a joint-stock subsidiary of the company. Mr. Han Zhongwei, director, deputy general manager, board secretary and chief financial officer of the company (hereinafter referred to as "Zhenxing carbon material") serves as its director, and Ms. Liu Fang, deputy general manager of the company, serves as its supervisor and is a related party of the company
Inner Mongolia Zhuoyue New Material Technology Co., Ltd. and Inner Mongolia Zhuoyue are wholly-owned enterprises established by Mr. Li Bing. Since Mr. Li Bing is the son of Mr. Li Qingmin, a related party of its subsidiary company (hereinafter referred to as "Inner Mongolia Zhuoyue"), Inner Mongolia Zhuoyue was a related party of the company during the reporting period
Mr. Liang Feng, the controlling shareholder, actual controller and chairman of the company, is the actual controller and chairman of Shanghai JINYUANSHENG New Energy Technology Co., Ltd; Mr. Han Zhongwei, the director, deputy general manager and Secretary of the board of directors of the company, (hereinafter referred to as "JINYUANSHENG technology"), the chief financial officer, is the director of its sole shareholder Shanghai JINYUANSHENG new energy materials Co., Ltd; Is a related party of the company
Kuoyuan enterprise management (Shanghai) Co., Ltd. (hereinafter referred to as "Kuoyuan enterprise") is a wholly-owned enterprise established by Mr. Liang Feng, the controlling shareholder, actual controller and chairman of the company, and is a related party of the company
Fujian Province Lufeng Xinneng equity investment partnership Fujian Dachao is the main limited partner of Lufeng Xinneng, and the main limited partnership share of Fujian Dachao (limited partnership) is held by the company's related parties. Based on the principle of prudence, it is the related party of the company
Shanghai Ansheng Mining Co., Ltd. (hereinafter referred to as Ansheng mining is the company controlled by the controlling shareholder, actual controller and chairman Liang Fengxian "Ansheng mining") and is the related party of the company
Shanghai jintaiyuan Industrial Development Co., Ltd. (with jintaiyuan industry as the controlling shareholder, actual controller and chairman Liang Feng)
Hereinafter referred to as the company controlled by Mr. "jintaiyuan industry") is a related party of the company
According to the decision-making records, relevant contracts, financial records and relevant actual performance of the company's related party transactions in 2021, the board of directors reviewed the company's related party transactions in 2021 and confirmed whether the transactions with the above related parties damaged the interests of the company and other non related parties.
2、 Details of related party transactions of the company in 2021
（1） Acquisition of partial equity of Shandong Xingfeng held by Li Qingmin and Liu Guangtao
In order to obtain complete benefits from graphitization processing and strengthen the company's control over the cost of cathode materials, the company agreed to pay 441 million yuan and 294 million yuan in cash to Li Qingmin and Liu Guangtao in installments after deliberation at the 13th meeting of the second board of directors held on March 26, 2020, the 2019 annual general meeting of shareholders held on April 16, 2020 and the 15th meeting of the second board of directors held on June 22, 2020, Acquire 29.40% of Shandong Xingfeng held by Li Qingmin and 19.60% of Shandong Xingfeng held by Liu Guangtao. After the acquisition, the proportion of equity held by the company in Shandong Xingfeng has increased from 51% to 100%, and Shandong Xingfeng has become a wholly-owned subsidiary of the company. The total amount of this connected transaction is 735 million yuan. Since Li Qingmin and Liu Guangtao have completed their performance commitments in 2020, the company should pay 12248775 million yuan for the second phase of the transaction (of which 489951 million yuan should be paid to Liu Guangtao has been paid in 2021).
（2） Related party transactions jointly invested with related parties
1. Joint investment with JINYUANSHENG technology and Kuoyuan enterprises. After deliberation at the 22nd Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, it was agreed that Shanghai Shanghai Putailai New Energy Technology Co.Ltd(603659) New Energy Technology Co., Ltd., a wholly-owned subsidiary of the company, and related parties JINYUANSHENG technology and Kuoyuan enterprises jointly funded the establishment of Shanghai jintaiyuan Enterprise Development Co., Ltd. with a related party transaction amount of 22 million yuan. Related directors Mr. Liang Feng and Mr. Han Zhongwei have avoided voting.
2. Joint investment with Lufeng Xinneng. During the reporting period, the company and Lufeng Xinneng jointly invested in Shandong Jingyang Technology Co., Ltd., with a related party transaction amount of 25 million yuan. After deliberation at the 26th meeting of the second board of directors of the company, it is agreed that the company, Fujian Lufeng Xinneng equity investment partnership (limited partnership) and other non related parties jointly invest in Sichuan yindile Material Technology Group Co., Ltd., with a related party transaction amount of 136.5 million yuan.
（3） Related party transactions related to daily operation
Shandong Xingfeng and Inner Mongolia Zichen Xingfeng, wholly-owned subsidiaries of the company, process the calcined coke provided by Inner Mongolia Zhuoyue according to the daily operation needs and based on the consideration of reducing the capital occupation of purchasing calcined coke and the treatment of by-products, and charge processing fees with reference to the market price.
Through deliberation and approval of the 22nd Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, it is agreed that the amount of daily connected transactions between Shandong Xingfeng and Inner Mongolia Zichen Xingfeng and Inner Mongolia excellence in 2021 shall not exceed 70 million yuan (excluding tax).
Jiangxi Zichen, Liyang Zichen and Inner Mongolia Zichen Xingfeng, wholly-owned subsidiaries of the company, purchase needle coke and other raw materials from Zhenxing carbon materials according to daily business needs. After the deliberation and approval of the 22nd Meeting of the second board of directors and the first extraordinary general meeting of shareholders in 2021, according to the actual production situation, the company expects that the amount of raw materials purchased from Zhenxing carbon materials in 2021 will not exceed 180 million yuan (excluding tax), and the related director Mr. Han Zhongwei has avoided voting.
In 2021, the daily related party transactions between the above companies and related parties are as follows:
Unit: 10000 yuan
Selling products and providing labor services to related parties, purchasing products and receiving labor services from related parties
The proportion of the transaction amount of related parties in the transaction amount of the same kind and the transaction amount in the transaction amount of the same kind
Inner Mongolia excellence 161533 100% --
Revitalization of carbon materials -- 719219 35.94%
Note: the above data are tax exclusive amounts.
（4） Other related party transactions
In 2021, the company collected a total technical service fee of 183500 yuan (excluding tax) from Zhenxing carbon materials. In 2021, Jiangxi Zichen and Liyang Zichen, wholly-owned subsidiaries of the company, purchased materials from Inner Mongolia excellence for R & D needs, totaling 148400 yuan (excluding tax).
In 2021, Shanghai Lufeng Management Co., Ltd., a wholly-owned subsidiary of the company, collected a total management fee of 2.6838 million yuan (excluding tax).
From July to December 2021, the company leased the vehicles under its name to Ansheng mining, which is controlled by the company's controlling shareholder, actual controller and Chairman Mr. Liang Feng at the agreed price. The total transaction amount in 2021 was 39300 yuan (excluding tax).
In December 2021, Inner Mongolia Zichen Xingfeng, a wholly-owned subsidiary of the company, leased part of its idle plant and equipment to Inner Mongolia Zhuoyue at the agreed price. The total transaction amount in 2021 was 1043500 yuan (excluding tax). 3、 Related creditor's rights, debt transactions, guarantees and other matters
In 2021, except for the normal capital transactions between the company and its subsidiaries due to business development, the company did not occupy the company's funds by controlling shareholders and other related parties in violation of regulations.
The 29th meeting of the second board of directors of the company and the second extraordinary general meeting of shareholders in 2021 agreed to provide the related party Shanghai jintaiyuan Industrial Development Co., Ltd. with a guarantee amount of RMB 250 million in 2021. The above guarantee contract was not signed within the validity period approved by the general meeting of shareholders; In view of the expiration of the above guarantee limit, in order to meet the capital needs of project construction, the 36th meeting of the second board of directors and the fourth extraordinary general meeting of shareholders in 2021 agreed to provide a guarantee limit of 300 million yuan for the related party Shanghai jintaiyuan Industrial Development Co., Ltd., which is valid from January 1, 2022 to December 31, 2024. The above guarantee contract has not been signed. Therefore, in 2021, the company's external guarantees were all provided to the company's wholly-owned and holding subsidiaries, and there was no guarantee for the company's controlling shareholders and other related parties. It is hereby announced.
Shanghai Putailai New Energy Technology Co.Ltd(603659) board of directors March 29, 2022
