Securities code: Tcl Technology Group Corporation(000100) securities abbreviation: TCL technology Announcement No.: 2022040 TCL Technology Group Co., Ltd
Announcement on daily lease 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
Due to the needs of actual operation, TCL Technology Group Co., Ltd. (hereinafter referred to as “the company” or “the company”) will have daily leasing business with TCL Industrial Holding Co., Ltd. and its subsidiaries (hereinafter referred to as “TCL industry”). The company plans to sign the framework agreement on related party transactions with TCL industry recently. The total amount of production and office property leasing with TCL industry in 2022 will not exceed RMB 176960000, accounting for 0.41% of the company’s audited net assets in the latest year; The actual transaction amount between the company and TCL industry in 2021 was 128.08 million yuan, accounting for 0.30% of the company’s audited net assets in the latest year.
Due to the fact that Mr. Li Dongsheng is the chairman of both the company and TCL industry, TCL industry and its subsidiaries are affiliated legal persons of the company according to item (IV) of paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange, and the above transactions constitute connected transactions.
At the 18th meeting of the 7th board of directors held on April 27, 2022, the company deliberated and adopted the proposal on daily connected lease in 2022, and the connected directors Mr. Li Dongsheng, Ms. Du Juan and Mr. Liao Qian avoided voting. Independent directors have made prior recognition and expressed independent opinions. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) TCL Industrial Holdings Co., Ltd
1. Company name: TCL Industrial Holding Co., Ltd
Registered address and main office location: 22F, TCL science and technology building, No. 17, Huifeng Third Road, Zhongkai high tech Zone, Huizhou
Date of establishment: September 17, 2018
Legal representative: Du Juan
Registered capital: 3225 million yuan
Business scope: equity investment, real estate leasing, conference services, software development, R & D, production and sales: communication equipment, audio and video products, electronic products, household appliances, providing market promotion services, import and export of goods and technologies, computer information technology services, enterprise management consulting, business information consulting, Internet information services, Internet access and related services, Internet cultural activities services, Value added telecommunications services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: panmao (Shanghai) Investment Center (limited partnership) holds 186047%, Beijing xinrunheng equity investment partnership (limited partnership) holds 4.6512%, Huizhou state owned Assets Management Co., Ltd. holds 9.3023%, and Shenzhen Qifu Guolong equity investment fund partnership (limited partnership) holds 1.5504%, The shareholding ratio of Ningbo Lida Zhihui enterprise management partnership (limited partnership) is 333330%, that of Xiaomi Technology Co., Ltd. is 9.3023%, and that of Ningbo Lida Zhiheng enterprise management partnership (limited partnership) is 232561%.
Main financial data and operation:
TCL industry is developing steadily and operating well. In 2021, the main business income was 104.19 billion yuan, the net profit attributable to the shareholders of the parent company was 1.952 billion yuan, and the total assets was 96.376 billion yuan.
2. Relationship with the company
Due to the fact that Mr. Li Dongsheng is the chairman of both the company and TCL industry, TCL industry and its subsidiaries are affiliated legal persons of the company in accordance with item (IV), paragraph 2, article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange.
3. Whether it is a dishonest executee
TCL industrial is in good financial and operating conditions, and can perform its responsibilities and obligations as agreed in the contract. There is no risk of failure to perform normally. It is not a person subject to dishonesty.
3、 Main contents of related party transaction agreement
The company plans to sign the framework agreement on connected transactions with TCL industry. The main contents of the agreement are as follows: the signatories of the agreement are TCL Technology Group Co., Ltd. and TCL Industry Holding Co., Ltd. Transaction content: Party A provides and accepts the lease to 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 TCL Industrial Holding Co., Ltd. and its holding subsidiaries.
Pricing principle and basis:
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 production and office property leasing between the company and TCL industry 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, reasonable and mutually beneficial, and do not harm 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
From January to March 2022, the total amount of various daily related party transactions between the company and TCL industry is about 2.9 billion 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 related party lease agreement signed between the company and TCL industrial holding subsidiary 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 daily connected lease in 2022: We reviewed the proposal on daily connected lease in 2022, reviewed the basic information, performance ability and related transaction content of related parties, and considered that the connected lease between the company and TCL industry is conducive to give full play to their respective advantages and resources, mutual benefit and common development, And conduct transactions based on the principle of fairness and justice. The related party transaction between the company and TCL industry is to meet the needs of the company’s daily operation. There is no situation that damages the interests of the company and minority shareholders, and we agree to the proposal.
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
