Securities code: 002559 securities abbreviation: Jiangsu Yawei Machine Tool Co.Ltd(002559) Announcement No.: 2022-004 Jiangsu Yawei Machine Tool Co.Ltd(002559)
Announcement on the forecast of daily connected transactions in 2022
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、 Basic information of daily related party transactions of the company
(I) overview of daily connected transactions
Jiangsu Yawei Machine Tool Co.Ltd(002559) (hereinafter referred to as "the company" or " Jiangsu Yawei Machine Tool Co.Ltd(002559) ") in order to give full play to the synergy with related parties, it is expected that the company (including holding subsidiaries and subsidiaries, the same below) will have daily related party transactions with related party Crrc Corporation Limited(601766) Group Co., Ltd. and its holding enterprise (hereinafter referred to as "CRRC group") in 2022, and the proposed amount is RMB 80 million.
The company held the 22nd Meeting of the 5th board of directors on January 11, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The independent directors of the company expressed their prior approval opinions and independent opinions on related party transactions.
According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, this transaction is within the approval authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation. The estimated related party transactions do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and do not need to be approved by relevant departments.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
As of the disclosure date, the estimated amount of related party transactions is based on the principle of content price of related party transactions of related parties (not exceeding the amount incurred (not audited))
Sales of metal forming machine tools and lasers to related parties
Products, commodities, CRRC processing equipment, industrial machinery market pricing 8000 people, etc
Total 8000 0
(III) actual occurrence of daily connected transactions in the previous year
Unit: 10000 yuan
Proportion of actual amount of related party transactions in actual amount of estimated amount of related party transactions in disclosure date of actual occurrence and content amount of other related parties (proportion of similar businesses not included and estimated index)
Audit) amount difference
Announcement on increasing the forecast of 95.52% of daily precision laser related party transactions in 2021 LIS processing equipment 7533.77 20000 (Unaudited) -62.33%
(2021-023) sell to related parties. See cninfo.com.cn for details
Goods Announcement on the estimated 4.72% of the daily guanmanfrey Industrial Machinery Association transaction in 2021
German 244.25 1000 (Unaudited) -75.58%
(2021-005) see cninfo.com for details
Announcement on increasing the forecast of 44.38% of products and suppliers purchased from related parties in 2021 LIS processing equipment 5593.49 13000 (Unaudited) -56.97%
Product (2021-023) see cninfo.com for details
The board of directors of the company estimates the daily related party transactions between related companies and related parties in 2021 based on the actual development of initial transactions based on business development, market demand and price, and the upper limit amount of possible business.
Due to the influence of market factors, there is a large difference between the actual occurrence and expected amount of related party transactions. The daily related party transactions of the company in 2021 are in line with the actual production of the company, and there is a large business. The transaction is priced according to the market principle, fair and reasonable, and does not harm the interests of the company and minority shareholders. The difference shows that the company's independent directors' prediction of the annual daily connected transactions between the company and related parties is based on the judgment of market demand and business development progress, so it is difficult to realize the actual prediction of quasi connected transactions, so there is a certain difference from the actual situation. Various daily related party transactions of the company in 2021 are consistent with the occurrence and actual production and operation of the company. The transaction is priced according to the market principle, fair and reasonable, and does not damage the expected interests of the company and minority shareholders. Big difference theory
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2、 Introduction to related parties and related relationships
Company name: Crrc Corporation Limited(601766) Group Co., Ltd
Address: building 15, zone 1, fangchengyuan, Fengtai District, Beijing
Legal representative: Sun Yongcai
Unified social credit Code: 91110000710929930x
Registered capital: 2.3 million yuan
Date of establishment: July 1, 2002
Business scope: operation and management of state-owned assets and state-owned equity, capital operation, investment and investment management, asset management and asset entrusted management within the scope of authorization; R & D, sales, leasing and technical services of transportation and urban infrastructure, new energy, energy conservation and environmental protection equipment; Design, manufacture and repair of railway rolling stock, urban rail transit vehicles, railway hoisting machinery, various electromechanical equipment and components, electronic equipment, environmental protection equipment and products; Import and export of goods, import and export of technology, import and export agency. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholder: state owned assets supervision and Administration Commission of the State Council (holding 100%)
As of September 30, 2021, CRRC had total assets of 505.036 billion yuan, net assets of 186.431 billion yuan, main business income of 150.618 billion yuan and net profit of 8.343 billion yuan.
Analysis of performance capability: the related party is not a dishonest party, has stable and good business conditions and has performance capability.
The company is promoting the non-public offering of a shares. After the completion of the non-public offering, CRRC Zhuzhou Investment Holding Co., Ltd. (hereinafter referred to as "CRRC holding") will hold 111344602 shares of the company, accounting for 16.67% of the total share capital of the company after the completion of the offering, and enjoy a voting right ratio of 16.68%. The number of voting rights that CRRC holdings can actually control is significantly higher than that of other shareholders of the company, which is enough to control the resolutions of the general meeting of shareholders of the company. Therefore, CRRC group is a related party of the company, and the transactions between the company and CRRC group constitute related party transactions. 3、 Main contents of related party transactions
(I) pricing principle and basis of related party transactions
The business transactions between the company and related parties shall be conducted in accordance with the general market operation rules and treated equally with other business enterprises. The related party transactions between the company and related parties shall be determined through negotiation on the basis of market price in accordance with the fair and just market principle, and there is no behavior damaging the interests of the company and the majority of shareholders.
(II) signing of related party transaction agreement
The company and related parties will sign contracts with related parties within the scope of this authorization according to the actual needs of production and operation.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are normal business transactions between the company and related parties and are conducive to business development. The related party transactions between the company and related parties strictly follow the principles of fairness, impartiality and openness, do not damage the rights and interests of the company and shareholders, have no significant adverse impact on the financial status and operating results of the company, will not affect the independence of the company, and will not rely on related parties due to such transactions.
5、 Prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
The above related party transactions have been reviewed in advance by the independent directors of the company, and the independent directors give the following prior approval opinions on the expected matters of the related party transactions:
We believe that the company's expected related party transactions belong to the daily business activities of the company and its subsidiaries, and the relevant expected amount is a reasonable prediction in advance according to the actual transactions in the daily production and operation process of the company and its subsidiaries. The company and its subsidiaries according to the transaction mode and transaction
