Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022039 TCL Technology Group Co., Ltd
With regard to the announcement of related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022, TCL Technology Group Co., Ltd. and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of related party transactions
TCL Technology Group Co., Ltd. (hereinafter referred to as “the company” or “the company”) plans to sign the related party transaction framework agreement with Shenzhen Jucai Supply Chain Technology Co., Ltd. (hereinafter referred to as “Jucai”); The total amount of non productive material procurement, travel services and other transactions that the company plans to have with poly mining in 2022 shall not exceed RMB 125905 million, accounting for 2.93% of the company’s audited net assets in the latest year; In 2021, the amount of non productive material procurement, travel services and other transactions actually occurred between the company and Jucai was 98.132 million yuan, accounting for 2.28% of the company’s audited net assets in the latest year.
Mr. Wang Cheng, COO of the company, is the chairman of Jucai. According to item (IV) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Jucai is the affiliated legal person of the company.
At the 18th meeting of the 7th board of directors held on April 27, 2022, the company deliberated and adopted the proposal on connected transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022, and the independent directors have made prior approval and expressed independent opinions. This transaction constitutes a related party transaction of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
1. Company name: Shenzhen Jucai Supply Chain Technology Co., Ltd
Registered address and main office address of the company: 203, building F1, TCL Science Park, No. 1001, Zhongshan Park Road, Shuguang community, Xili street, Nanshan District, Shenzhen
Date of establishment: June 27, 2017
Legal representative: Xie Taocheng
Registered capital: 30 million
Business scope: motor and transmission system, electrical equipment, lighting equipment, testing instruments and outdoor equipment, pneumatic tools, cleaning and painting equipment, material handling equipment, safety production supplies, labor protection supplies (including special labor protection supplies), metal products, office supplies, welding and workshop supply equipment, pumps and pipe fittings, heating, ventilation equipment and air conditioning, mechanical equipment, hardware and electricity, metal products Household appliances, display equipment, furniture, fire fighting equipment, refrigeration equipment, computers, software and auxiliary equipment, communication equipment and equipment, weighing and measuring equipment, photographic equipment, building and decorative materials, leather products, packaging materials, paper products (excluding Publications), printing machines, textile and clothing, plastic products, sanitary products, cosmetics, daily necessities, gifts, kitchen and toilet products, Shenzhen Agricultural Products Group Co.Ltd(000061) , cultural and sports products Retail, wholesale and design of jewelry, audio equipment and equipment; Commission agent (except auction); Import and export business, marketing planning; Engage in advertising business; Door to door installation and maintenance of mechanical equipment, office equipment and household products; Cleaning services; Leasing of equipment; Bidding business agent; Provide bidding business consultation; Assurance information consultation; Information technology services; Sales of daily necessities. Enterprise marketing planning, enterprise etiquette consulting, enterprise management consulting, business information consulting; Hotel reservation, ticket agency, train ticket sales, car rental, conference consulting services, conference and exhibition services, large-scale event organization planning, cultural and art exchange activity planning, exhibition design, graphic design; Provide management services and catering information consultation for catering enterprises; Health care management consultation; Intellectual property agency, patent agency, intellectual property related information consultation. (except for the items prohibited by the above laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission). Licensed business items: Sales of prepackaged food, food, refined oil and alcohol products; Sale of hazardous chemicals; Warehousing services; General freight; architectural engineering; Engaged in road passenger transport operation.
Main financial data and operation:
The development of poly mining is stable and the operation is good. In 2021, the main business income was 2.418 billion yuan, the net profit attributable to the shareholders of the parent company was 19 million yuan, and the total assets were 1.119 billion yuan.
2. Relationship with the company
Mr. Wang Cheng, COO of the company, is the chairman of Jucai. According to item (IV) of article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Jucai is the affiliated legal person of the company.
3. Whether it is a dishonest executee
Jucai is in good financial and operating conditions, can perform its responsibilities and obligations as agreed in the contract, and there is no risk of failure to perform normally. It is not a dishonest person to be executed.
3、 Main contents of related party transaction agreement
The company plans to sign the framework agreement on related party transactions between TCL Technology Group Co., Ltd. and Shenzhen Jucai Supply Chain Technology Co., Ltd. with Jucai. The main contents of the agreement are as follows:
Signatories: TCL Technology Group Co., Ltd. and Shenzhen Jucai Supply Chain Technology Co., Ltd.
Transaction content: Party A purchases non production materials and travel services from Party B.
Both parties confirm and agree that “party a” in this agreement includes TCL Technology Group Co., Ltd. and its holding subsidiaries, and “Party B” in this agreement includes Shenzhen Jucai Supply Chain Technology Co., Ltd. and its holding subsidiaries. Pricing principle and basis: related party transactions such as procurement, sales and service provision between the two parties shall be priced in the following ways:
a. If there is a government fixed price or government guided price, the price within the range of government fixed price or government guided price shall be followed; b. If laws and regulations, policy documents or one party decides to adopt the form of bidding, it shall be determined in accordance with the bidding procedures;
c. In addition to the implementation of government pricing or government guidance price or bidding, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price shall be determined according to the price or standard;
d. If there is no comparable market price of an independent third party for a transaction, the transaction price shall be determined by the price of a non affiliated transaction between one party and an independent third party;
e. If there is neither the market price of an independent third party nor the price of independent unrelated transactions for reference, the reasonable constituent price shall be used as the basis for pricing, and the constituent price shall be reasonable cost plus reasonable profit.
Conditions and term of validity of the agreement: the term of validity of this agreement is three years, which will come into force when the following conditions are met:
a. The legal representatives or authorized representatives of both parties sign this Agreement and affix the official seals of both parties.
b. Party B has performed the internal decision-making procedures for the signing of this agreement.
c. Party A’s authority has reviewed and approved this Agreement (if necessary).
4、 Impact on listed companies and trading purposes
The related party transactions between the company and Jucai in 2022 are necessary for the company’s daily operation in order to ensure the continuous and effective production and operation of the company.
The selection of related parties is based on the understanding of their operation and management, credit status and performance ability. The terms of related party transactions are fair and reasonable, which is conducive to reducing the transaction cost of the company and does not damage the interests of the company and minority shareholders. The above related party transactions will not adversely affect the company’s continuous operation, profitability and independence, and will not form dependence on related parties.
5、 Accumulated various connected transactions with the connected person
The total amount of various related party transactions between the company and Jucai from January to March 2022 was 311.89 million yuan.
6、 Prior approval and independent opinions of independent directors
The independent directors of the company issued a letter of prior approval for the company’s related party transactions: the company plans to sign a related party transaction agreement with Jucai, which is necessary for the company’s daily operation, and agreed to submit the proposal to the 18th meeting of the seventh board of directors for deliberation.
The independent directors of the company issued independent opinions on the proposal on related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022: We reviewed the proposal on related party transactions with Shenzhen Jucai Supply Chain Technology Co., Ltd. in 2022, reviewed the basic information, performance ability and content of related party transactions, and believed that the related party transactions between the company and Jucai are necessary for daily operation, The transaction pricing principle is fair and reasonable, which is conducive to the normal operation of the company’s daily operation, in line with the interests of the listed company and all shareholders, and there is no damage to the interests of the listed company and minority shareholders.
7、 Documents for future reference
1. Announcement of resolutions of the 18th meeting of the seventh board of directors;
2. The prior approval letter of the 18th meeting of the seventh board of directors;
3. Independent opinions on relevant matters considered at the 18th meeting of the seventh board of directors.
It is hereby announced.
Board of directors of TCL Technology Group Co., Ltd. April 27, 2022
