Guangdong Ellington Electronics Technology Co.Ltd(603328) 2022）
Securities code: Guangdong Ellington Electronics Technology Co.Ltd(603328) securities abbreviation: Guangdong Ellington Electronics Technology Co.Ltd(603328) Announcement No.: pro 2022016 Guangdong Ellington Electronics Technology Co.Ltd(603328)
Announcement on leasing real estate and related party transactions of wholly-owned subsidiaries
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
There is no significant transaction risk in this connected transaction.
In the past 12 months, the company has conducted two transactions with the same related person, with a cumulative amount of HK $450000. In addition, the company has no other related party transactions.
In this transaction, both parties negotiate and determine the rent according to the market fair price in accordance with the principle of "voluntariness, equality and equivalence". This connected transaction will not damage or affect the independence of the company.
1、 Overview of related party transactions
1. According to the needs of daily operation, Eaton (Hong Kong) Electronic Technology Co., Ltd. (hereinafter referred to as "Eaton Hong Kong"), a wholly-owned subsidiary of the company, plans to lease the plant located in block a (about 3149 feet) on the 8th floor of Huili industrial center, No. 30-38, Tsuen Jing Yuan, Tsuen Wan, Hong Kong, under the name of Tengda Real Estate Co., Ltd. (hereinafter referred to as "Tengda real estate"), with a lease term from May 1, 2022 to April 30, 2023 and a lease fee of HK $37500 per month. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2. Mr. Li Yongping and Ms. Li Yongli, the director and deputy manager of the above-mentioned affiliated transaction of Tengda real estate, constitute the parent-child relationship of the parent company and the deputy manager of Tengda real estate respectively.
3. As of this connected transaction, the connected transactions related to the same connected person or different connected persons in the past 12 months have not reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company's latest audited net assets.
2、 Introduction to related parties
1. Introduction to related party relationship
Mr. Li Li and Ms. Liang Liping, the directors of Tengda real estate, and Mr. Li Yongsheng, the vice chairman and deputy general manager of the company, are father son relationship and mother son relationship respectively. According to the related relationship stipulated in article 6.3.3 (3) of the Listing Rules of Shanghai Stock Exchange, Tengda real estate is an affiliated legal person of the company, so the above transaction constitutes
Guangdong Ellington Electronics Technology Co.Ltd(603328) 2022）
Related party transactions.
2. Basic information of Tengda real estate:
Controlling shareholder: peace country international Limited
Directors: Li Li, Liang Liping
Nature of enterprise: holding investment
Place of registration: Hong Kong
Office: Block B, 8 / F, Huili industrial center, 30-38 Tsuen King Wai, Tsuen Wan, Hong Kong
Registered capital: HK $2.1 million
Main business: investment in real estate and stocks
Tengda real estate has been mainly engaged in investment in real estate and stocks in the past three years. According to the audit report issued by he aixuan certified public accountants in Hong Kong on October 26, 2021, for the year ended March 31, 2021 (the settlement year is from April 1, 2020 to March 31, 2021), the consolidated assets of Tengda real estate amounted to HK $313533041, the liabilities amounted to HK $1509306 and the net assets amounted to HK $3120237 The total operating income of the consolidated standard is HK $8103084 and the net profit is HK $5297527.
3、 Basic information of related party transactions
(I) subject matter of transaction
1. The category of this related party transaction is leased in assets
The subject matter of the transaction is the plant under Tengda's name located in block a (about 3149 feet) on the 8th floor of Huili industrial center, No. 30-38, Tsuen King Garden, Tsuen Wan, Hong Kong. The rental fee is HK $37500 per month, and the lease term is from May 1, 2022 to April 30, 2023.
2. Description of ownership status
The real estate rented by Eaton Hong Kong, a wholly-owned subsidiary of the company, is in good condition and has clear ownership. There are no mortgages, pledges and other restrictions on transfer, litigation, arbitration or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(II) general principles and methods for price determination of related party transactions
The price of the leased property is determined by both parties through negotiation on the basis of referring to the fair price of the market. The transaction price is the normal commercial transaction price. The pricing principle is reasonable and fair, and the principle of "voluntariness, equality and equivalence" is observed.
4、 Main contents of related party transactions
According to the lease contract to be signed, the main contents of this related party transaction are as follows:
1. Contract subject
Guangdong Ellington Electronics Technology Co.Ltd(603328) 2022）
Party A: Tengda Real Estate Co., Ltd
Party B: Eaton Hong Kong Electronic Technology Co., Ltd
2. Subject of lease: the factory building of block a (about 3149 feet) on the 8th floor of Huili industrial center, 30-38 Tsuen King Garden, Tsuen Wan, Hong Kong.
3. Rental fee: HK $37500 per month (including rates / government rent / management fee)
4. Term of validity: this contract is valid from May 1, 2022 to April 30, 2023 (including the first and last two days).
5. Effective conditions and time of the contract
The contract shall come into force after being signed by the legal representatives of both parties or their authorized agents.
5、 Purpose of related party transactions and its impact on Listed Companies
Eaton Hong Kong, a wholly-owned subsidiary of the company, leases real estate for office, which is required for the normal operation of the company. The transaction conditions and pricing are fair, in line with the principle of transaction fairness, and the approval procedures are performed in accordance with relevant regulations. There is no situation that damages the interests of the company and shareholders, and the transaction results will not have a significant impact on the operation of the company.
6、 Review procedures for transaction performance
1. Voting of the board of directors
The company held the 14th meeting of the 5th board of directors on April 11, 2022 and deliberated and passed the proposal on leasing real estate and related party transactions of wholly-owned subsidiaries. The related director Mr. Li Yongsheng avoided voting, and the other non related directors unanimously agreed to the proposal.
The above related party transactions need to be submitted to the general meeting of shareholders for deliberation and approval, and the related shareholders will avoid voting on relevant proposals at the general meeting of shareholders.
2. Prior approval opinions of independent directors
The independent directors of the company, Mr. Hu Weihua, Mr. He Wei and Mr. Deng Chunchi, gave their prior approval opinions before this transaction, and believed that the Tengda real estate property, a wholly-owned subsidiary of the company and a related party of Eaton Hong Kong leasing, met the needs of normal business activities. The two parties negotiated and determined the rent according to the market fair price in accordance with the principle of "voluntariness, equality and equivalence", which would not damage and affect the independence of the company and comply with relevant laws and regulations Regulations and the articles of association.
3. Independent opinions of independent directors
The independent directors of the company expressed independent opinions on this connected transaction and believed that the pricing principle of this connected transaction followed the principle of fair and just market price and the principle of freedom of contract of equal negotiation, and did not harm the interests of the company and all shareholders (especially minority shareholders). The voting procedure of the board of directors on this related party transaction was legal, and the related directors avoided voting on this proposal, which was in line with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association.
Guangdong Ellington Electronics Technology Co.Ltd(603328) 2022）
4. Opinion of the board of Auditors
The audit committee of the board of Directors believes that the pricing principle of this connected transaction follows the principle of fair and just market price and the principle of freedom of contract of equal negotiation, and does not harm the interests of the company and all shareholders (especially minority shareholders).
7、 Historical related party transactions
The total amount of various related party transactions between Eaton Hong Kong, a wholly-owned subsidiary of the company, and Tengda real estate from the beginning of the year to the disclosure date is HK $150000. Eaton Hong Kong and Tengda real estate have conducted transactions of this transaction category in the past 12 months, which are normally performed in accordance with the terms of the contract. For details, see the company's disclosure on the website of Shanghai Stock Exchange on April 22, 2021 (www.sse. Com. CN) Announcement on leasing real estate and related party transactions of wholly-owned subsidiaries (Announcement No.: pro 2021012).
8、 Documents for future reference
1. Resolutions of the 14th meeting of the 5th board of directors of the company;
2. Prior approval letter from the independent directors of the company on the leasing of real estate and related party transactions of wholly-owned subsidiaries;
3. Independent opinions of the company's independent directors on the 14th meeting of the Fifth Board of directors and related matters in 2021.
It is hereby announced.
Guangdong Ellington Electronics Technology Co.Ltd(603328) board of directors
April 13, 2022
