Securities code: Guangdong Ellington Electronics Technology Co.Ltd(603328) securities abbreviation: Guangdong Ellington Electronics Technology Co.Ltd(603328) Announcement No.: pro 2022015 Guangdong Ellington Electronics Technology Co.Ltd(603328)
With regard to the announcement on increasing the estimated amount 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 responsible for false records, misleading statements or major omissions in the announcement. Important content tips:
The increase in the estimated amount of daily connected transactions in 2022 has been deliberated and approved at the 14th meeting of the Fifth Board of directors of the company, and needs to be submitted to the general meeting of shareholders for deliberation;
Guangdong Ellington Electronics Technology Co.Ltd(603328) (hereinafter referred to as "the company") is expected to increase the daily related party transactions in 2022, which is required by the company's normal production and operation. The pricing standard is based on the market price and is carried out on the basis of equality and mutual benefit, which is conducive to the company to give full play to its resource advantages, will not harm the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the company's sustainable operation ability, It will not have great dependence on related parties.
1、 Basic information of daily connected transactions
(I) the company's forecast of daily connected transactions in 2022 in the early stage
The company held the 13th meeting of the 5th board of directors on January 19, 2022, and deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 4 affirmative votes, 0 negative votes and 0 abstention. According to the needs of production and operation, It is estimated that the total amount of daily related party transactions related to product sales between the company and the controlling shareholder Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. (hereinafter referred to as " Harbin Jiuzhou Group Co.Ltd(300040) ") in 2022 is about 70 million yuan. Related directors Mr. Xia Hui, Ms. Yuan Hong, Ms. Zeng Qiu, Mr. Tan Jun and Mr. LAN Yingjie withdrew from voting during the deliberation of the proposal. The above related party transactions have been deliberated and approved at the first extraordinary general meeting of the company in 2022, and the related shareholders avoided voting on the above proposals at the general meeting of shareholders. For details, see the company's disclosure on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on January 20, 2022 Announcement on the forecast of daily connected transactions in 2022 (Announcement No.: pro 2022003).
(II) the review procedure for increasing the expected limit of daily connected transactions
1. Voting of the board of directors
On April 11, 2022, the company held the 14th meeting of the 5th board of directors and adopted the proposal on increasing the estimated amount of daily connected transactions in 2022 with 4 votes in favor, 0 against and 0 abstention. The connected directors Mr. Xiahui, Ms. Yuan Hong, Ms. Zeng Qiu, Mr. Tan Jun and Mr. LAN Yingjie avoided voting when considering 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 company has communicated with us in advance on the above matters of increasing the estimated amount of daily connected transactions in 2022. We listened to the reports of relevant personnel and reviewed relevant materials. After carefully reviewing the relevant materials, we have confirmed the above related party transactions of the company in advance, and believe that the matters involved in the increase of the estimated amount of daily related party transactions in 2022 belong to normal and reasonable transactions required for daily production and operation, which are carried out on the basis of equality and mutual benefit, will not damage and affect the independence of the company, and are in line with the overall interests of the company. We agree to submit the proposal to the board of directors of the company for deliberation. When the board of directors of the company deliberates the proposal, the related directors shall withdraw from voting according to law.
3. Independent opinions of independent directors
The independent directors of the company expressed independent opinions on the increase of the estimated amount of daily connected transactions, and believed that the increase of the estimated amount of daily connected transactions was required by the company's daily production and operation activities. The pricing method followed the market-oriented principles of fairness, openness and impartiality, 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. Therefore, we agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
4. Opinion of the board of Auditors
The audit committee of the company believes that the company's increase in the estimated amount of daily connected transactions in 2022 meets the needs of the company's operation and development, takes the market price as the pricing standard, is in line with the overall interests of the company and its shareholders, and does not damage the interests of the company and other shareholders, especially small and medium-sized shareholders.
(II) the estimated amount and category of daily connected transactions are added this time
Considering the business development and possible changes, the company plans to increase the estimated amount of daily connected transactions with the controlling shareholder Harbin Jiuzhou Group Co.Ltd(300040) subordinate controlled enterprises in 2022, with an increase of about 24 million yuan. The specific increase is as follows:
Unit: 10000 yuan
2022 from the beginning of this year to
The actual disclosure date of the previous year and the related party adjustment
Cumulative reasons for associated persons during the expected increase of trade category (full name)
Transaction amount
amount of money
Add 0 1000 0 to the associated Sichuan Jiuzhou Electronic Co.Ltd(000801) cable
Person purchase limited liability company
Subtotal of raw materials 0 1000 0 NEW
Added to related Sichuan Hushan electric appliance shares 0 1000 0
Human Sales Co., Ltd
Subtotal of products and suppliers 0 1000 0 NEW
product
Sichuan Jiuzhou Electronic Co.Ltd(000801) insurance agency basis
Accept the international demand of Customs Management Co., Ltd. 0 400160.81 0.91
Joint personnel lifting adjustment
The service provided is based on reality
Subtotal 0 400160.81 0.91 international demand
adjustment
Total 0 2400160.81 0.91
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Sichuan Jiuzhou Electronic Co.Ltd(000801) Cable Co., Ltd
(1) Basic information
Name Sichuan Jiuzhou Electronic Co.Ltd(000801) Cable Co., Ltd
Other types of limited liability companies
Address: No. 89, south section of kekecheng Avenue, Mianyang high tech Zone
Legal representative: Zhang Han
Registered capital: 300 million yuan
Unified social credit code 91510700727454249m
Business scope: licensed items: wire and cable manufacturing; Manufacturing of radio and television transmission equipment; Inspection and testing services; Various engineering construction activities; Technology import and export; Import and export of goods (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: wire and cable business; Optical fiber manufacturing; Optical fiber sales; Optical cable manufacturing; Optical cable sales; Manufacturing of electronic components; Wholesale of electronic components; Retail of electronic components; Manufacturing of power electronic components; Sales of power electronic components; Manufacturing of communication equipment; Sales of communication equipment; Manufacturing of metal materials; Sales of metal materials; Manufacturing of synthetic materials (excluding hazardous chemicals); Synthetic wood
Material sales; Plastic products manufacturing; Sales of plastic products; Instrument manufacturing; Instrument sales; Sales of radio and television transmission equipment; Network equipment manufacturing; Network equipment sales; Sales of communication equipment; Manufacture of radar and supporting equipment; Manufacturing of photovoltaic equipment and components; Sales of photovoltaic equipment and components; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Sales of mechanical equipment; Manufacturing of sporting goods and equipment; Wholesale of sporting goods and equipment; Retail of sporting goods and equipment; Retail of hardware products; Sales of chemical products (excluding licensed chemical products); Sales of daily necessities; Sales of building materials; Computer system services; Information system integration service; Intelligent control system integration; Software development; Retail of computer software, hardware and auxiliary equipment; Computer and office equipment maintenance; Mechanical parts; Parts processing; Non residential real estate leasing; Mechanical equipment leasing; Hardware product R & D; Research and development of mechanical equipment; Research and development of new material technology; Engineering and technical research and test development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Repair of electrical equipment (except for items subject to approval according to law, carry out business activities independently according to law with business license).
Date of establishment: April 20, 2001
Business term: August 16, 2011 to long term
Name of major shareholders Sichuan Jiuzhou Electronic Co.Ltd(000801) Investment Holding Group Co., Ltd. (holding 80%), Mianyang xingmian Industrial Development Fund (limited partnership) (holding 20%)
(2) Main financial information
Unit: Yuan
Project December 31, 2021 December 31, 2020 (Unaudited) (audited)
Total assets 112189001861113844807412
Net assets 3996870479938722133018
Main business income 485549697082415823734766
Net profit 580060054445613251
2. Sichuan Hushan Electric Appliance Co., Ltd
(1) Basic information
Name: Sichuan Hushan Electric Appliance Co., Ltd
Type: limited liability company (state-owned holding)
Address: No. 5, Hushan Road, Mianyang City, Sichuan Province
Legal representative: Pan Zhixiang
The registered capital is 180 million yuan
Unified social credit code 91510704791809980g
Business scope: manufacturing, processing, sales and installation of electronic audio equipment and complete machine decorative parts; Entertainment supplies, cultural office machinery, electrical devices, household appliances, film and television equipment, electronic components, instruments and meters, electronic computers, lighting equipment
Manufacturing, processing, sales, installation and consulting services of wire rod; Sales, maintenance, installation and consulting services of LED display screen and stage machinery and equipment (if the project involves administrative license, it can be operated only after obtaining the license); Operating the enterprise
