Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on signing long-term supply agreement and related party transactions
Securities code: 002667 securities abbreviation: Anshan Heavy Duty Mining Machinery Co.Ltd(002667) Announcement No.: 2022-003 Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Announcement on signing long-term supply agreement and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
(I) basic information of the transaction
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) (hereinafter referred to as “the company” or ” Anshan Heavy Duty Mining Machinery Co.Ltd(002667) “) signed a long-term supply agreement with Jiangxi Yifeng Tong\’an mineral products development Co., Ltd. (hereinafter referred to as “Jiangxi Tong\’an”) on January 8, 2022.
(II) description of connected relationship involved in the transaction
Whereas the controlling shareholder of Jiangxi Tong\’an Gongqingcheng Qiangqiang investment partnership (limited partnership) (hereinafter referred to as “Qiangqiang investment”) is the shareholder holding more than 5% of the company’s shares, the signing of the long-term supply agreement constitutes a connected transaction in accordance with the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, It does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies.
(III) consideration of the transaction
The company held the 18th meeting of the 6th board of directors and the 15th meeting of the 6th board of supervisors on January 9, 2022, reviewed and adopted the proposal on signing long-term supply agreement and related party transactions. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the signing of the long-term supply agreement, and the meeting procedures comply with relevant regulations. This transaction must be approved by the general meeting of shareholders, and the related persons interested in the related transaction will withdraw from voting.
2、 Description of counterparty and related relationship
(I) basic information
1. Basic information
Name: Jiangxi Yifeng Tongan mineral products development Co., Ltd
Unified social credit Code: 91360924705726290p
Type: limited liability company
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on signing long-term supply agreement and related party transactions
Address: Tongan township market town, Yifeng County, Yichun City, Jiangxi Province
Legal representative: Zhang qiangliang
Registered capital: RMB 15.1 million
Date of establishment: May 11, 2001
Business scope: the county Tongan porcelain clay management, porcelain clay, granite, ore processing and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders:
No. shareholding ratio of shareholders
1 Gongqingcheng Qiangqiang investment partnership (limited partnership) 51%
2 Zhang qiangliang 32.83%
3 Zhang Hongbin 16.17%
Total 100%
Actual controller: Zhang qiangliang
(II) credit status of the counterparty
Upon inquiry, Jiangxi Tong’an is not a dishonest person.
（3） Main financial data of counterparty
In 2021, Jiangxi Tong’an’s operating income was 2011.16 million yuan, net profit was 306900 yuan and net assets were 27.5831 million yuan.
(IV) description of association relationship
Description of related relationship: Qiangqiang investment, the controlling shareholder of Jiangxi Tong’an, is the shareholder holding more than 5% of the company. According to the stock listing rules of Shenzhen Stock Exchange, Qiangqiang investment is the related party of the company, and this event belongs to related party transactions.
3、 Main contents of long term supply agreement 1. Parties to the contract: (1) Party A (demander): Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
(2) Party B (Supplier): Jiangxi Yifeng Tongan mineral products development Co., Ltd
2. Contract object: lithium bearing raw ore (grade range: 0.3% – 0.5%); 3. Purchase unit price: market price, which is specified in the purchase and sales contract;
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on signing long-term supply agreement and related party transactions
4. Purchase quantity: if the market price allows, the annual total quantity shall not be less than 600000 tons and the monthly supply quantity shall not be less than 50000 tons;
5. Contract validity: from January 1, 2022 to December 31, 2023;
6. Procurement method: Party A shall send the procurement plan of the next month to Party B every month as required, and indicate the product name, quantity, price, payment terms, delivery time and delivery place of the purchased products on the procurement plan. After receiving the procurement plan, Party B shall confirm to Party A whether to accept the procurement plan; After the purchase plan is confirmed by both parties, both parties sign the purchase and sales contract. The name, quantity, delivery time, delivery place, delivery method and liability for breach of contract of the purchased products shall be subject to the purchase and sales contract signed by both parties; 7. Payment method: bank transfer payment; 8. Payment term: subject to the specific purchase and sales contract signed by both parties; 9. Settlement method: monthly settlement according to the orders of both parties; 10. Liability for breach of contract:
Any party’s failure to perform any provision of this Agreement shall be deemed as a breach of contract, and the breaching party shall bear the losses caused to the observant party due to its own breach of contract. If a party’s behavior infringes upon the legitimate rights and interests of a third party, the party shall be responsible for handling and bear all responsibilities. If losses are caused to the other party, the party shall be liable for compensation.
The losses referred to in this agreement include actual losses and benefits that can be obtained after the performance of the agreement, litigation or arbitration costs, as well as reasonable investigation fees, lawyer fees, preservation fees, notarization fees, appraisal fees, evaluation fees and other related expenses. 11. Dispute resolution:
Any dispute or dispute arising from the performance of this Agreement and the order shall be settled through negotiation. If the negotiation fails, either party may bring a lawsuit to the people’s court with jurisdiction in the place where the agreement is signed.
4、 Risk tips
According to the provisions of the listing rules, this transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders avoid voting. Therefore, there is a risk that this transaction cannot be approved
5、 The total amount of all kinds of related party transactions with the related person from the beginning of 2022 to the disclosure date is 0
Anshan Heavy Duty Mining Machinery Co.Ltd(002667) announcement on signing long-term supply agreement and related party transactions
Ten thousand yuan.
6、 Prior approval and independent opinions of independent directors
(I) prior approval opinions of independent directors
This related party transaction is conducive to improving the company’s market competitiveness and ensuring the stable development of the company. The company has made necessary communication with us before the meeting of the board of directors and obtained our prior approval. We agree to submit the proposal to the 18th meeting of the sixth board of directors for deliberation.
(II) independent opinions of independent directors
1. The transaction mode of the company is feasible and meets the needs of the company’s long-term development and strategic layout. 2. The transaction is fair and reasonable, and its implementation will not affect the normal operation of the company. There is no damage to the interests of the company and other shareholders, especially minority shareholders, and there is no violation of laws, regulations and other normative legal documents.
3. The proposals and voting procedures of the company’s related party transactions involved in this meeting are legal and compliant, comply with the provisions of the company law, the stock listing rules of Shenzhen Stock Exchange, the articles of association, the related party transaction system and other relevant laws and regulations, and the resolutions are legal and effective.
7、 Documents for future reference
(1) Resolutions of the 18th meeting of the 6th board of directors of the company;
(2) Resolutions of the 15th meeting of the 6th board of supervisors of the company;
(3) . prior approval opinions of independent directors on related party transactions;
(4) I. independent opinions of independent directors on matters related to the 18th meeting of the 6th board of directors. (5) . long term supply agreement.
It is hereby announced
Anshan Heavy Duty Mining Machinery Co.Ltd(002667)
Board of directors
January 9, 2022
