Securities code: Kede Numerical Control Co.Ltd(688305) securities abbreviation: Kede Numerical Control Co.Ltd(688305) Announcement No.: 2022019 Kede Numerical Control Co.Ltd(688305)
Announcement on the prediction of daily related party transactions of the company
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:
The expected events of the company’s daily related party transactions need to be submitted to the general meeting of shareholders for deliberation.
Impact of daily related party transactions on Listed Companies: the expected events of this daily related party transaction are required by the company’s normal production and operation, follow the principle of fair, just and fair market-oriented pricing, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and the company’s main business or income and profit sources do not rely heavily on such related party transactions and related parties, Daily connected transactions will not adversely affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 7, 2022, Kede Numerical Control Co.Ltd(688305) (hereinafter referred to as “the company” or “the company”) held the 22nd Meeting of the second board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions of the company. The related directors avoided voting, and the non related directors present at the meeting voted unanimously to pass the proposal.
On the same day, the company held the 21st Meeting of the second board of supervisors, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions. The related supervisors avoided voting, and the non related supervisors present at the meeting voted unanimously to pass the proposal.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the proposal. 1. The price is determined by both parties on the basis of fair market and voluntary negotiation for the normal business development
The principle of impartiality will not have an adverse impact on the company’s financial situation and operating results, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Therefore, we unanimously agree to submit this proposal to the 22nd Meeting of the second board of directors of the company for deliberation.
2. Independent opinion: the daily related party transactions expected to occur by the company are based on the needs of normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price, and follows the principles of equality, voluntariness, fairness and impartiality. It will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above related party transactions, which will not affect the independence of the company. When the board of directors of the company considered the proposal, the related directors have avoided voting, and the decision-making procedures comply with relevant laws and regulations and the articles of association. As an independent director of the company, we unanimously agree to the proposal on the prediction of the company’s daily connected transactions.
The Audit Committee believes that the expected events of the company’s daily related party transactions are based on the needs of the company’s normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price and follows the principle of equality and voluntariness. There is no situation that damages the interests of the company and all shareholders and does not affect the independence of the company.
The board of supervisors believes that the expected daily connected transactions of the company are based on the needs of normal production, operation and business development, and the transaction price is determined by both parties through consultation with reference to the market price, following the principles of equality, voluntariness, fairness and impartiality, which will not have an adverse impact on the company’s financial status and operating results, and will not damage the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above connected transactions, which will not affect the independence of the company. The relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association. Therefore, the company agrees to the relevant contents of the proposal on the prediction of daily connected transactions of the company.
The proposal on the prediction of the company’s daily connected transactions needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
(II) current implementation and forecast of daily connected transactions in 2022
Unit: 10000 yuan
The estimated amount at the beginning of this year is the same as that at the end of February. The actual proportion of the previous year is the same as that of the previous year. The difference between the amount of related party business and related party business is larger than the proportion of category (Note 1) and cumulative issued (Note 4)
(Note 2) transaction reasons
amount of money
Purchase raw materials from related party Guangyang technology 450000 15.60% 905.76398716 13.83% for production and operation
Material and entrusted Guangyang hydraulic 300000 10.40% 553.54203470 7.06% production and operation needs processing subtotal 750000 26.00% 145930602185 20.88%-
In the previous year, the customer increased the purchase of processing equipment from the related person Guangyang technology 425.00 1.68% 6.35131858 5.20% to the seller
Supply of Guangyang hydraulic 775.00 3.06% 23.63 3.43 0.01% subtotal of equipment service purchase demand increased by customers 120000 4.74% 29.98132201 5.21%-
Guangyang technology 490.00 99.43% 68.52 329.43 66.85 (Note 5)
Subtotal of leased property 490.00 99.43% 68.52 329.43 66.85-
%
Related party Guangyang technology 450.00 208.94% 60.07 198.83 92.32% electricity charges need to be collected for production and operation%
(Note 6) subtotal 450.00 208.94% 60.07 198.83 92.32-
%
Total 964000 – 161787787212 —
Note 1: this estimated amount refers to the amount of daily related party transactions expected to occur from the date of holding the 2021 annual general meeting to the date of holding the 2022 annual general meeting.
Note 2: estimated proportion in similar businesses = estimated amount this time / amount of similar businesses audited in 2021.
Total amount of related party transactions from the beginning of the year to the end of the current year: 3.
Note 4: the actual amount of last year is the audited actual amount of 2021.
Note 5: since the leased property is still in the process of decoration and reconstruction in the first half of 2021, a certain rent preference is given according to the market-oriented pricing method. In 2022, with the completion of decoration and reconstruction of the leased property, such preferential policies will no longer be implemented. Note 6: the reason why related parties collect electricity charges is that the park where they are located can only pay electricity charges uniformly by Guangyang technology as the only payer, and the company will settle the actual electricity charges with them. There is obvious physical isolation between the company and related parties in the place where they conduct business, and there is no situation of joint office.
Note: 1. Within the estimated total amount of this daily connected transaction, the company can adjust and use the above estimated amount between different connected persons (including the adjustment between different connected transaction categories) according to the actual business needs. 2. The discrepancy between the small count and the mantissa of the sum of the sub item values in the table is caused by rounding.
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
From the beginning of this year to
At the end of February, the difference between the estimated amount of related party transactions and the estimated amount of related party transactions in the previous year and the accumulated amount of related party transactions in the previous year. The category amount (Note 1) the generated amount (Note 2) the transaction amount (Note 2) is different greatly
3）
Purchase raw materials from the related person Guangyang technology 66 Sichuan Road & Bridge Co.Ltd(600039) 8716 905.76 for production and operation, Guangyang hydraulic 5030 Wangneng Environment Co.Ltd(002034) 70 553.54 for production and operation
Subtotal of processing 1169000602185145930-
Provide the related party Guangyang technology 162000131858 6.35 actual business demand seller Guangyang hydraulic 305.00 3.43 23.63 actual business demand products and services
Service subtotal 192500132201 29.98-
To the related party Guangyang technology 700.00 329.43 68.52 production and operation needs
Subtotal of leased property 700.00 329.43 68.52-
Related party representative Guangyang technology 510.00 198.83 60.07 production and operation needs
Subtotal of electricity charge 510.00 198.83 60.07-
Total 1482500787212161787-
Note 1: the estimated amount of last year refers to the amount of daily related party transactions expected to occur by the time of the 2021 annual general meeting before the end of May 2022, which is increased according to the business needs of the company since the date of deliberation and approval of the 2020 annual general meeting.
Note 2: the actual amount of last year is the audited actual amount of 2021.
