Securities code: 000425 securities abbreviation: Xcmg Construction Machinery Co.Ltd(000425) Announcement No.: 2022-2
Xcmg Construction Machinery Co.Ltd(000425)
Announcement on 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 connected transactions
(I) overview of daily connected transactions
On January 18, 2022, Xcmg Construction Machinery Co.Ltd(000425) (hereinafter referred to as the company) deliberated and adopted the proposal on the expected daily connected transactions in 2022 at the 56th meeting of the eighth board of directors (Interim). The company expects that the total amount of daily related party transactions with Xuzhou Construction Machinery Group Co., Ltd. (XCMG group) and other related parties in 2022 will be 39883.58 million yuan, and the actual total amount of daily related party transactions from January to November 2021 will be 26861.75 million yuan. The chairman of the company, Mr. Wang Min, and the directors, Mr. Lu Chuan, Mr. Yang Dongsheng, Mr. Wu Jianglong and Mr. Zhang Quan, are affiliated directors, avoiding voting. After the withdrawal of affiliated directors, four non affiliated Directors voted on the six matters involved in the proposal one by one. The voting was: 4 in favor, 0 against and 0 abstention.
After the proposal is reviewed and approved by the board of directors, it needs to be submitted to the general meeting of shareholders of the company for deliberation and vote on the voting matters one by one. Related shareholders such as XCMG Construction Machinery Co., Ltd., which have an interest in the related party transaction, will withdraw from voting at the general meeting of shareholders.
(II) category and amount of estimated daily connected transactions in 2022
According to the company’s business plan, the company expects to have six types of daily connected transactions with related parties in 2022. The board of directors needs to vote on the following six types of daily connected transactions one by one, as follows:
Unit: 10000 yuan
Related party transactions in 2022, it is estimated that the amount of related party transactions (excluding tax) of related parties of categories 1-11 in 2021 will occur monthly (Unaudited)
Materials and products purchased by Xuzhou Construction Machinery Co., Ltd. 76000 40350
Materials purchased by Xuzhou roteide slewing ring Co., Ltd. 38000 30074
Materials purchased by Xuzhou Meichi axle Co., Ltd. 25000 33722
Materials purchased by Xuzhou paite Control Technology Co., Ltd. 12000 10894
Materials purchased by Xuzhou Weika Electronic Control Technology Co., Ltd. 93000 66326
Materials and products purchased by Xuzhou XCMG Port Machinery Co., Ltd. 18000 8909
Xuzhou XCMG Guangxin construction machinery leasing service procurement materials and products 200000 Co., Ltd
1、 Purchase materials and products from Xuzhou XCMG Precision Industry Technology Co., Ltd. 23000 12314 joint party purchase products from Jiangsu XCMG Construction Machinery Leasing Co., Ltd. 20000 91863 materials or materials purchased from Xuzhou XCMG Mining Machinery Co., Ltd Product 130000 44688 materials purchased by Xuzhou XCMG Automobile Manufacturing Co., Ltd., product 160000 107276 materials purchased by Xuzhou XCMG Shi Weiying Machinery Co., Ltd., product 74500 38057
Materials and products purchased by Xuzhou XCMG Mining Machinery Co., Ltd. 740000 307426
Materials purchased by Xuzhou XCMG Zhilian Logistics Service Co., Ltd. 20000 34294
XCMG group and related parties under its control purchased materials and products 40000 18146
Materials purchased by Shaanxi fast Gear Co., Ltd. 28000 26279
Materials purchased by Shaanxi hande axle Co., Ltd. 30000 24153
Weichai Power Co.Ltd(000338) purchased materials 130000 93664
Subtotal 1677500 988435
Jiangsu XCMG Construction Machinery Leasing Co., Ltd. sells 140000 72165 products
Jiangsu XCMG Guanglian Machinery Leasing Co., Ltd. sells 80000 products and materials 5318
2、 Sales of 20000 18678 products to guanuzi XCMG joint venture Co., Ltd., joint sales of 270000 214214 materials from Xuzhou Construction Machinery Co., Ltd., or 30000 8686 products and materials from Xuzhou XCMG Guangxin Construction Machinery Leasing Service Co., Ltd
Xuzhou XCMG Mining Machinery Co., Ltd. sells 200000 products and materials 167909
Xuzhou XCMG Automobile Manufacturing Co., Ltd. sells products and materials 52000 30063
Xuzhou XCMG schweiying Machinery Co., Ltd. sells 130000 products and materials 137610
Related party transactions in 2022, it is estimated that the amount of related party transactions (excluding tax) of related parties of categories 1-11 in 2021 will occur monthly (Unaudited)
Xuzhou XCMG Mining Machinery Co., Ltd. sells products and materials 1000000 829534
Xuzhou XCMG Port Machinery Co., Ltd. sells 50000 products and materials 17830
XCMG group and related parties under its control sell products and materials 30000 12141
Subtotal 2002000 1514148
3、 Xiang Guan
The associated party leases the plant and equipment 7000 4375 or leased out by the associated party under XCMG group and its control
House, plant and equipment leased out by XCMG group and its controlled affiliates, 6000 4058 standby, product IV. license
Related parties enable XCMG group and its controlled related parties to collect trademark royalties 2858 2433
5、 Pay 26000 17645 joint party cooperation fee for technical cooperation and development with Jiangsu XCMG Construction Machinery Research Institute Co., Ltd
Technology development XCMG group and related parties under its control pay 15000 5613 fees for technical cooperation development
Jiangsu Zehan manufacturing outsourcing Co., Ltd. receives 60000 labor / services 36057
6、 Receiving labor / services to Xuzhou Zehui Human Resources Co., Ltd. 20000 37883 joint party providing labor / services to Jiangsu Zehong Equipment Manufacturing Co., Ltd. 27000 6174 labor or receiving
Labor / service received by the related party Xuzhou XCMG Zhilian Logistics Service Co., Ltd. 100000 40056
Labor services XCMG group and related parties under its control accept labor services / services 20000 13506
XCMG group and related parties under its control provide labor / services 25000 15792
Total 3988358 2686175
Note: due to the large number of related parties of the company, according to the relevant regulations of Shenzhen Stock Exchange, if the transaction amount between the company and a single related party does not reach 0.5% of the audited net assets of the company in the previous year, it shall be consolidated and listed as “XCMG group and its controlled related parties”.
(III) actual occurrence of daily connected transactions in the previous year
The implementation of the company’s daily connected transactions from January to November 2021 is as follows (Unaudited):
Unit: 10000 yuan
Actual occurrence in 2021
Proportion of related party transactions from January to November in 2021 in the amount of related party transactions of the same kind and the estimated amount of related party transactions of the disclosed easy category expected payment date (excluding tax) (Unaudited (%) Amount difference index (%)
Jiangsu XCMG Guanglian Machinery Leasing Co., Ltd. purchased products 10000 531 0.01% – 95%
Materials and products purchased by Xuzhou Construction Machinery Co., Ltd. 53400 40350
