Stock Code: Huafa Industrial Co.Ltd.Zhuhai(600325) stock abbreviation: Huafa Industrial Co.Ltd.Zhuhai(600325) Announcement No.: 2022016
Huafa Industrial Co.Ltd.Zhuhai(600325)
Confirmation of daily related party transactions in 2021 and
Announcement of 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, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
The daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation.
Impact of daily related party transactions on Listed Companies: the daily related party transactions between the company and its controlling shareholder Zhuhai HUAFA Group Co., Ltd. (hereinafter referred to as "HUAFA group") and its subsidiaries are required for the normal operation of the company. The transactions follow the principle of fair and just market, and will not affect the independence of the company, nor will they have an adverse impact on the financial status and operating results of the company.
1、 Implementation of daily related party transactions in 2021
(I) execution of major daily connected transactions
The budget amount of the company's main daily related party transactions in 2021 (excluding the engineering related party transactions with Shenzhen Weiye Decoration Group Co.Ltd(300621) the same below) is 867580115 yuan, and the actual amount is 691238866 yuan, which does not exceed the expected amount in 2021. The details are as follows:
Unit: Yuan
Category of related party transactions estimated amount of related parties in 2021 actual amount in 2021
Sell assets and commodities to related parties 1075 Csg Holding Co.Ltd(000012) 185966 provide labor services and services to related parties 25424658166358066 collect rent from related parties HUAFA group and 1311000018242855 purchase assets and commodities from related parties, and its subsidiaries 4154022231797505 accept labor services provided by related parties Service 524085235439157119 payment of rent to related parties 2388 Shenzhen Universe (Group) Co.Ltd(000023) 497355
Total 867580115691238866
In 2021, the company expects that the amount of daily engineering related party transactions with Shenzhen Weiye Decoration Group Co.Ltd(300621) (including its wholly-owned and holding subsidiaries, hereinafter referred to as " Shenzhen Weiye Decoration Group Co.Ltd(300621) ") is 5 billion yuan, and the actual amount is 2.308 billion yuan, which does not exceed the expected amount in 2021.
2、 Forecast of daily related party transactions in 2022
The company held the 14th meeting of the 10th board of directors on April 8, 2022. The meeting deliberated and adopted the proposal on confirming the implementation of the company's daily connected transactions in 2021 and the expected daily connected transactions in 2022 with 8 votes in favor, 0 votes against and 0 abstentions. Related directors Li Guangning, Guo Lingyong, Xie Wei, Guo Jin, Xu Jili and Zhang Yan avoided voting on the above proposals.
The daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation.
(I) main daily related party transactions
The company estimates that the amount of major daily related party transactions that may occur with HUAFA group in 2022 is
876960600 yuan. The details are as follows:
Unit: Yuan
Category of related party transactions estimated amount of related parties in 2022
Sell assets and commodities to related parties 16748000 provide labor services and services to related parties 169921600 collect rent from related parties 21375900 purchase assets and commodities from related parties HUAFA group and its subsidiaries
8057500 accepts labor services and services provided by related parties 605799200 and pays rent 55058400 to related parties
Total 876960600
(II) Engineering daily related party transactions
In order to improve the company's operating efficiency and ensure the development and construction progress of the company's real estate projects, combined with the company's real estate investment plan and project development and construction in 2022, the company expects to generate general contracting and architectural decoration businesses with a total contract amount of about 5 billion yuan with Shenzhen Weiye Decoration Group Co.Ltd(300621) in 2022, including but not limited to bidding.
For the business generated through the bidding process, the quota is expected to be based on the assumption of 100% bid winning rate. Since the tenderee needs to conduct the bidding of each specific project in accordance with the relevant national bidding laws and regulations of China and determine the bid winner according to the bid evaluation standards and methods determined in the bidding documents, Shenzhen Weiye Decoration Group Co.Ltd(300621) although it can participate in the bidding, it cannot guarantee a certain bid winning. The above businesses may involve EPC projects, and the single contract amount is relatively large compared with other businesses; Moreover, since the construction cycle of general contracting of construction projects and building decoration business is generally long, there is a certain time difference between the signing of the above contracts and the current accounting treatment.
The board of directors of the company requests the general meeting of shareholders of the company to authorize the management team of the company to decide and deal with the setting, signing and specific implementation of the terms of the business contract with Shenzhen Weiye Decoration Group Co.Ltd(300621) above in accordance with the bidding results, relevant laws and regulations and the company's management system within the above amount of 5 billion yuan. The validity of the authorization is from the date of deliberation and approval of the general meeting of shareholders of the company to the date of holding the 2022 general meeting of shareholders.
(III) daily related party transactions with financial companies
The company plans to carry out daily financial related party transactions with Zhuhai HUAFA Group Finance Co., Ltd. (hereinafter referred to as "finance company"), including deposits, loans, application for credit lines, etc. The details are as follows:
1. For deposit business, the maximum daily deposit limit is no more than 25 billion yuan, and the deposit interest rate is 0.35% ~ 3.5%;
2. The loan line and interest rate applied to the company are RMB 26 billion to RMB 6.5%. The above deposits, loans and credit lines can be recycled.
The board of directors of the company proposes to the general meeting of shareholders to consider the above-mentioned deposits, loans and credit granting matters, and authorizes the management team of the company to decide and handle the specific matters of single deposits, loans and credit granting within the above-mentioned limit. The authorization is valid from the date of deliberation and approval by the general meeting of shareholders of the company to the date of convening the 2022 annual general meeting of shareholders.
(IV) daily financial related party transactions with other related parties
The company plans to carry out the following daily financial related party transactions with related parties in 2022:
1. Apply to Zhuhai Huajin Financing Guarantee Co., Ltd. (hereinafter referred to as "Huajin guarantee") for a guarantee amount of no more than 5 billion yuan (including this amount, the same below);
2. Apply to Huajin International Commercial factoring (Zhuhai) Co., Ltd. (hereinafter referred to as "Huajin factoring") for a financing limit of no more than 3 billion yuan;
3. Apply to Huajin asset management (Shenzhen) Co., Ltd. (hereinafter referred to as "Huajin asset management") for a financing amount of no more than 10 billion yuan.
The above guarantee rate and financing interest rate are determined with reference to the market price, and the relevant amount can be recycled. It is proposed to submit to the general meeting of shareholders for deliberation on the above-mentioned related party transactions, and authorize the company's business team to decide and deal with the specific matters of single letter of guarantee and financing within the above-mentioned limit. The validity period of the above related party transactions and related authorization matters is from the date of deliberation and approval of the company's general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
HUAFA group is the controlling shareholder of the company. Finance company, Shenzhen Weiye Decoration Group Co.Ltd(300621) , Huajin guarantee, Huajin factoring and Huajin asset management are subsidiaries of HUAFA group. The company and the above companies belong to related parties under the same actual controller. This transaction constitutes a connected transaction.
The amount of this connected transaction exceeds 5% of the latest audited net assets of the company, which needs to be submitted to the general meeting of shareholders for deliberation.
3、 Introduction to related parties
(I) Zhuhai HUAFA Group Co., Ltd
1. Unified social credit Code: 91440400190363258n
2. Legal representative: Li Guangning
3. Date of establishment: May 14, 1986
4. Registered capital: RMB 1119789700
5. Address: No. 9, Lianan Road, Gongbei, Zhuhai
6. Business scope: real estate development and operation (operated with qualification certificate), house rental, export of light industrial products, black metals and other commodities, import of light industrial products, instruments and meters and other commodities (specifically operated according to Yue Jing Ji Jin Zi [1993] No. 254 document), bonded warehousing business (according to the items approved by the customs), entrepot trade (operated according to Yue Jing Ji Jin Zi [1993] No. 256 document); Wholesale and retail of building materials, hardware, arts and crafts, clothing and textiles; Project investment and investment management.
7. Main financial data of the latest year and period:
As of December 31, 2020, HUAFA group (audited) has total assets of 487783042200 yuan, total liabilities of 353509810100 yuan and net assets of 134273232100 yuan; In 2020, the operating income was 109190244400 yuan and the net profit was 5549649700 yuan.
As of September 30, 2021, HUAFA group (Unaudited) had total assets of 561078147200 yuan and net assets of 144700768200 yuan; From January to September 2021, the operating income was 93175856200 yuan and the net profit was 3965325100 yuan.
(II) Zhuhai HUAFA Group Finance Co., Ltd
1. Unified social credit Code: 914404 Xinxing Ductile Iron Pipes Co.Ltd(000778) 8756xy
2. Legal representative: Xu Jili
3. Date of establishment: September 2013
4. Registered capital: RMB 2 billion
5. Address: Zone A, building 18, Hengqin financial industry service base, Zhuhai
6. 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; Underwriting corporate bonds of member units; Securities investment; Other financial businesses approved by Bank Of China Limited(601988) Industry Regulatory Commission. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Main financial data of the latest year (audited): as of December 31, 2021, the total assets of the finance company were 58 Beijing Kingee Culture Development Co.Ltd(002721) 600 yuan and the net assets were Beijing Aerospace Changfeng Co.Ltd(600855) 9400 yuan; In 2021, the operating revenue was 21632734 million yuan and the net profit was 8934172 million yuan.
(Ⅲ) Shenzhen Weiye Decoration Group Co.Ltd(300621)
1. Unified social credit Code: 91440 Suzhou Kingswood Education Technology Co.Ltd(300192) 287527j
2. Legal representative: Zhang Hongyong
3. Date of establishment: October 18, 1994
4. Registered capital: RMB 208108000
5. Address: 101, podium building, Zhenye Jingzhou building, west of Xinzhou road and south of Lianhua Road, Futian District, Shenzhen
6. Business scope: design and construction of Building Decoration Engineering, purchase and sale of building materials and decoration materials; Special design and construction of building curtain wall; Construction of mechanical and electrical equipment installation works, fire-fighting facilities works and building intelligence works; Leasing and management of self owned property.
7. Main financial data of the latest year and period:
As of December 31, 2020, Shenzhen Weiye Decoration Group Co.Ltd(300621) (audited) total assets are 299670922403 yuan, net assets attributable to shareholders of listed companies
