Or integrity, and makes it clear that it will not be liable for any loss arising from or reliance on all or any part of the contents of this announcement.
Great Wall Motor Co., Ltd
GREAT WALL MOTOR COMPANY LIMITED*
(a company limited by shares incorporated in the people’s Republic of China)
(Stock Code: 2333)
Further announcement on renewal of continuing connected transactions
Reference is made to the announcement of Great Wall Motor Company Limited(601633) (“the company” or “the company” or ” Great Wall Motor Company Limited(601633) “, together with its subsidiaries, collectively referred to as the “group”) on the renewal of continuous connected transactions between 2022 and 2024 published on December 31, 2021 (the “announcement”). Unless the context otherwise requires, the definitions of terms used in this announcement are the same as those defined in the announcement. In addition to the information disclosed in the announcement, the company hereby provides the following further information on the company’s transactions under the framework agreement. Benchmark purchase products of the proposed upper limit the company’s purchase of products is mainly the company’s purchase of power battery assemblies. The reason why the proposed annual upper limit of this transaction is significantly higher than the historical transaction amount is that: (I) the demand for new energy vehicles in the automotive industry shows an upward trend from 2022 to 2024. According to the forecast data of China Automobile Industry Association, In 2022, the annual sales volume of Shanxi Guoxin Energy Corporation Limited(600617) vehicles is expected to be 5 million, with a year-on-year increase of 47%; (II) the company’s sales plan for new energy vehicles is expected to increase from 2022 to 2024. The company expects the output target of new energy vehicles to increase accordingly. Therefore, it is expected that the amount of battery packs purchased will increase significantly. Based on the above reasons, the company expects that the sales volume of new energy vehicles from 2022 to 2024 will increase, and the company’s procurement of power battery assemblies will increase accordingly. Therefore, the estimated amount of power battery assembly procurement in the three years ended December 31, 2024 will reach 19353.1 million yuan, 22405.22 million yuan and 23662.81 million yuan respectively.
In addition to the above total transaction volume of purchasing power batteries, the estimated transaction amount of other purchased products of the company is basically the same as the historical amount. Sales of products the company mainly sells battery equipment, hydrogen energy equipment and motor equipment. The reason why the proposed annual upper limit of the above transactions is significantly higher than the historical transaction amount is that the company established a new subsidiary in 2022 to carry out new business involving the products related to the above transactions, The estimated amount of these transactions in the three years ended December 31, 2024 will reach RMB 867.26 million, RMB 2334.35 million and RMB 3179.38 million respectively. In addition to the above transactions, the estimated transaction amount of other products sold by the company is basically the same as the historical amount. Procurement service the company’s procurement service transactions are mainly procurement technology development services. The reason why the annual ceiling of this transaction is significantly higher than that of historical transactions is that based on the development needs of new energy vehicle business in the future, the new energy vehicle models developed by the company are increasing year by year, and the transaction amount of procurement services is also increasing year by year. The company estimates that the estimated amount of this transaction from 2022 to 2024 will be 735 million yuan, 760 million yuan and 780 million yuan respectively. In addition to the above transactions, the estimated transaction amount of other procurement services of the company is basically the same as the historical amount. The service transaction provided by the service providing company mainly provides transportation services for the company. The slight increase in this transaction compared with the historical amount is mainly due to the increase in the business volume of the company’s subsidiaries responsible for carrying out logistics business, and the new business is expected to occur from 2022 to 2023. The company estimates that the transaction amount from 2022 to 2023 is expected to be RMB 70.04 million and RMB 62.94 million respectively; The estimated amount of services provided in 2024 is basically the same as the historical amount. The leasing transactions of the leasing company are mainly the leasing of plant, land and equipment by the company. The reason why the above transaction amount is significantly higher than the historical transaction is that the company adopts the asset light operation mode of leasing plant, land and equipment, which can enable the company to focus on its main business, expand production scale and improve production efficiency. The estimated amount of leased land and plant from 2022 to 2024 will reach 113.124 million yuan, 24.14 million yuan and 7.84 million yuan respectively, and the estimated amount of leased equipment from 2022 to 2024 will reach 73.947 million yuan, 113.031 million yuan and 116.746 million yuan respectively. The company expects that, except for the above lease transactions, the estimated transaction amount of other lease transactions is basically the same as the historical amount. In addition to the above upper limit benchmark, the estimated upper limit amount of this continuous connected transaction has risen by 10% on the basis of the predicted amount of each business as a reserved buffer space.
Specific pricing principle: the main transaction in the category of purchased products is the group’s purchase of power battery assembly from honeycomb energy. The planned amount from 2022 to 2024 accounts for 89.82%, 90.28% and 90.30% of the maximum transaction amount of purchased products in 2022, 2023 and 2024 respectively; For the purchase of these power battery assemblies, the group will compare the power battery assemblies of the same or similar models in similar periods and under normal commercial transactions with reference to industry standards, top 10 manufacturers with installed capacity and independent third parties, so as to ensure the fairness of the price of power battery assemblies, and then negotiate with honeycomb energy to determine the final purchase price, To safeguard the interests of the group. The group will refer to the quotations of at least two independent product suppliers to ensure that the group purchases from honeycomb energy at a price not higher than the market price. The group will mainly refer to the installed capacity ranking of manufacturers in the industry to determine the top ten manufacturers with the above installed capacity. In addition, when comparing power battery assemblies of the same or similar models, the group will refer to the same or comparable product quantity, delivery schedule, product quality and other factors to ensure that the purchase price is fair and reasonable. Sales products the main transaction in the sales products category is the group’s sales of battery equipment, hydrogen energy equipment, motor equipment and other products to honeycomb energy, Weishi energy and Wuxi Jidian light energy technology Co., Ltd. Among them, the planned amount of sales of battery equipment, hydrogen energy equipment and motor equipment accounting for a large proportion from 2022 to 2024 accounts for 40.88%, 73.24% and 72.93% of the upper limit of sales of products in 2022, 2023 and 2024 respectively; During such transactions, such equipment is manufactured in accordance with the unified industrial standards and Specifications issued by the state, and the product has the pricing and guidance price published by the government department, which will be adopted in the sales price. There is no published or guidance price for such equipment, but there is a market comparable price, and the market price will be adopted. Such equipment has no market comparable price and is not manufactured according to the unified industrial standards and Specifications issued by the state, but is designed according to the customer’s planning. There is no government pricing and guidance price for the product, then the price of the above products sold by the group will be determined according to the cost plus reasonable profit margin: (I) the group’s battery equipment, hydrogen energy equipment Actual cost of motor equipment; Plus (II) a certain profit margin (about 5%) and a reasonable profit margin will be determined by the group and Great Wall holdings in accordance with the principle of fairness, with reference to the profit margin of independent third parties selling comparable products of comparable quality or industry standards.
Reasonable profit shall be determined by reference to the following factors: the overall average profit margin of relevant industries, the average profit margin of relevant products, the overall historical transaction amount and profit margin, the advantages of products or services (technology or other parties), supply and demand, the availability of alternative products or services, the profit margin of relevant businesses of the group, local commodity prices and local economic development level.
The above reasonable profit margin is only used to calculate the proposed annual upper limit of products sold, which may change from time to time and shall not be regarded as the fixed profit margin of the whole transaction. The pricing published by government departments will be published from time to time in the price department of the national development and Reform Commission, the price bureau of local governments and relevant competent price departments (i.e. Hebei Development and Reform Commission) according to the central pricing catalogue and the pricing catalogue of provinces (autonomous regions and municipalities directly under the central government)（ http://hbdrc.hebei.gov.cn./web/web/index.htm ）Baoding development and Reform Commission（ http://fgw.baoding.gov.cn./ ））Published on the website. As there is no set frequency for updating the above reference prices, the company will check the relevant websites regularly (i.e. twice a week). The main transaction category in the procurement service category is the group’s procurement of technology development services from banmo Zhihang. The planned amount of this transaction from 2022 to 2024 accounts for 75.31%, 83.73% and 85.15% of the upper limit of procurement service transactions in 2022, 2023 and 2024 respectively. The calculation method of the group’s pricing for the transaction is as follows: (I) determined according to the current market price; (II) if there is no comparable market price, according to the actual or reasonable cost involved plus the profit within a reasonable range agreed in advance. The above market price refers to the price charged by an independent third party to the group for providing such or similar services in adjacent regions, similar periods and normal commercial transactions when the group is the service recipient. In the absence of comparable market price, both parties will calculate the cost based on the type of relevant development services and the salary, equipment, water, electricity, etc. of the deployed personnel. In terms of the above reasonable profits, the company will negotiate and negotiate the relevant profit margins after referring to the profit margins of at least two independent third parties, and comprehensively consider the advantages of products or services (technical or other aspects), supply and demand, availability of alternative products or services, local commodity prices and local economic development level. The main transaction in the provision of services is the group’s provision of transportation services to honeycomb energy. When conducting such transactions, the remuneration negotiated and received from the service recipient is based on (I) the price of the same or similar services provided by an independent third party in the logistics market (which will obtain and refer to the quotations of at least two independent service providers) or the current average price level in the industry market; And (I) the amount of such logistics services used by each service recipient (such as the number of transportation units, transportation tonnage, transportation times, etc.). The main transactions in the lease transaction category are the leasing of equipment, plant and land by the group to the intelligent technology group. When conducting such transactions, the group will determine the rent payable for each lease after fair negotiation based on the principle of normal commercial terms and with reference to the general market price of similar leases at that time (the quotation provided by at least two independent lessors will be obtained and referred to) and other commercial considerations (such as the building area, location and type of the property involved).
The supplementary information in this announcement does not affect any information contained in the announcement. Except for the contents disclosed in this announcement, the rest of the announcement remains unchanged. This announcement is available on the stock exchange of Hong Kong Limited (www.hkexnews. HK) and the Shanghai Stock Exchange (www.sse. Com. CN) And the company’s official website (www.gwm. Com. CN.) release.
Accept the order of the board of directors
Great Wall Motor Company Limited(601633) Company Secretary
Xu Hui
Baoding City, Hebei Province, China, on January 18, 2022, on the date of this announcement, the members of the board of directors are as follows: Executive Directors: Mr. Wei Jianjun, Ms. Wang Fengying and Ms. Yang Zhijuan. Non executive director: Mr. He Ping. Independent non-executive directors: Ms. Le Ying, Mr. Li Wanjun and Mr. Wu Zhijie* Identification only
