Securities code: Beijing Aerospace Changfeng Co.Ltd(600855) securities abbreviation: Beijing Aerospace Changfeng Co.Ltd(600855) Announcement No.: 2022019
Beijing Aerospace Changfeng Co.Ltd(600855)
Announcement of expected daily related party 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This matter needs to be submitted to the general meeting of shareholders of the company for deliberation.
The occurrence of daily related party transactions is the need of the company's business characteristics and business development. The pricing of related party transactions is fair and reasonable, which is conducive to the company's business development and the interests of all shareholders of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberations of the board of directors
On March 30, 2022, the company held the 21st Meeting of the 11th board of directors to consider the proposal on the company's expected daily connected transactions in 2022. The connected directors withdrew from voting, and the proposal was adopted by all non connected directors with a unanimous vote. This matter still needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders will withdraw from voting on this matter at the general meeting of shareholders.
2. Opinions of independent directors
On March 30, 2022, the independent directors of the company conducted a pre audit on this matter and believed that the above transactions are to meet the needs of business development in the process of production and operation. The pricing of related party transactions is based on the market price and reflects the principles of fairness, impartiality and rationality. This related party transaction of the company complies with the provisions of relevant laws and regulations and will not damage the legitimate rights and interests of the company, unrelated shareholders and minority shareholders. It is agreed to submit the proposal to the 21st session of the 11th board of directors of the company for deliberation.
On March 30, 2022, the independent directors of the company reviewed the proposal on the company's expected daily related party transactions in 2022 and issued clear independent opinions. They believed that the pricing of the company's daily related party transactions was based on the market price, reflected the principles of fairness, impartiality and rationality, and would not damage the legitimate rights and interests of the company, unrelated shareholders and minority shareholders; During the deliberation and voting of the proposal by the board of directors, the related directors avoided voting, and its approval procedures met the requirements of the stock listing rules and the articles of association of Shanghai Stock Exchange.
3. Opinion of the board of Auditors
The audit committee of the board of directors of the company has issued a written review opinion on the above proposal and believes that the company expects the daily connected transactions in 2022 to meet the business development needs in the process of production and operation. The pricing of connected transactions is based on the market price and reflects the principles of fairness, impartiality and rationality. The connected transactions of the company comply with the provisions of relevant laws and regulations and will not damage the company The legitimate rights and interests of unrelated shareholders and the majority of minority shareholders. Agree to the amount of connected transactions involved in the above proposal.
(II) prediction and implementation of the previous daily connected transactions
According to the deliberation and approval of the 9th meeting of the 11th board of directors and the 2020 annual general meeting of shareholders, the total amount of related sales, related procurement and house leasing related transactions related to daily operation of the company (including branches and holding subsidiaries) in 2021 is expected to be no more than 413 million yuan. The implementation of daily connected transactions in 2021 is as follows:
Table 1 implementation of related sales and related procurement in 2021
Reasons for the difference between the actual estimated amount and the actual amount of related party transactions in 2021
(10000 yuan) (10000 yuan)
The actual amount of 14300 from the related party Air China 1422632 is basically consistent with the annual estimated amount of Tianke's supporting procurement.
Some products are owned by the group and branch Systems Co., Ltd
Other related documents
position
Due to the covid-19 epidemic and other factors, the overall payment ability of Air China to its affiliated tiankegong customers has decreased, and 110703525000 of the product sales group have delayed the bidding of some engineering projects, such as Commodity Co., Ltd, As a result, the amount of related sales is less than the expected limit.
position
Air China
To the related person tiankegong
Rental housing group has 1334112000
And related fees Co., Ltd
Use related sheet
position
Total 266307841300
(III) estimated amount and category of daily connected transactions
In 2022, the company (including branches and holding subsidiaries) is expected to have daily related party transactions, including related sales, related procurement, house leasing and financial services related to daily operation. The total amount of related party transactions expected to occur by the company shall not exceed 520 million yuan (excluding deposits, loans and other financial services with related parties).
Table 22022 forecast of related party transactions in the year
This year
From the beginning to the end of this year, the estimated share of the same disclosure date and amount is related to the previous association. This time, it is estimated that the actual share of the related persons of the gold industry in the actual transaction amount (10000 yuan) of the previous year is more than the accumulated amount of the business. The difference between the category of business specific amount (%) and the occurrence of (10000 yuan) (%) Reasons for large trading differences
Amount (10000 yuan)
(yuan)
According to the strategic plan of Lianren aerospace, Supporting science and engineering will strengthen some limited business cooperation with relevant purchasing group 20000 - 954.241422632 - units, and the product company is related to the industrial association and branch
There is a certain upward float between the system unit amount and the actual amount of the previous year.
The company has strengthened industrial coordination and China's aerospace marketing policy, Add the degree of sales force product company of 30000 - 233.85 - 1107035 - to the relevant units of the group associated with Guanke University of technology, There is a certain upward trend between the related accrued amount of annual advance goods and the actual amount of the unit in the previous year.
China Lianren Aerospace leasing science and Industry Co., Ltd
Housing group 2000 - 207.70133411 --
Company and related services
Employer
1. 2022
Daily maximum
Deposit limit
(including corresponding
Related interest) person
RMB 1.5 billion
Tianyuan, deposit interest
The survival rate is not lower than that of medium
Loan finance: the people's Bank of China-
Limited deposits
The basis specified in the Financial Corporation clause
Under service quasi interest rate
Business limit.
2. 2022
Degree loan limit
Estimated 100 million
Yuan, loan interest
The rate is not higher than that of other countries
There are commercial banks
Provide to the company
Loans of the same kind
Applicable to the service
Interest rate.
3. 2022
Total credit
No less than the people
RMB 300 million,
Credit variety package
Including but not limited to
Loans, discounts
And other forms
Capital finance
Pass.
52000 (not included)
Total including financial services - 1395792663078
(business)
2、 Introduction and relationship of related parties
(I) basic information of related parties
The related parties of the company are mainly the subordinate units of China Aerospace Science and Industry Group Co., Ltd., the actual controller of the company. Founded on June 29, 1999, China Aerospace Science and Industry Group Co., Ltd., legal representative: Yuan Jie, registered capital: 1.87 million yuan, is the backbone of China's aerospace industry and national defense science and technology industry, the main force in the construction of aerospace power and national defense weapons and equipment, and the backbone of China's industrial informatization development
