Securities code: 300657 securities abbreviation: Xiamen Hongxin Electronics Technology Group Inc(300657) Announcement No.: 2022-012 Xiamen Hongxin Electronics Technology Group Inc(300657)
Announcement on plant leasing and related party transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Overview of related party transactions
Xiamen Hongxin Electronics Technology Group Inc(300657) (hereinafter referred to as "the company" or " Xiamen Hongxin Electronics Technology Group Inc(300657) ") intends to lease the plant from the related party Xiamen hongyijin Precision Technology Co., Ltd. (hereinafter referred to as "hongyijin"), and the company held the 36th meeting of the third board of directors on January 19, 2022, The proposal on plant leasing and related party transactions (related directors Li Qiang, Yan Jianhong and Li Zhen abstained from voting) was deliberated and adopted, and the independent directors approved and expressed independent opinions on the above proposal in advance. This connected transaction does not meet the deliberation standard of the general meeting of shareholders and does not need to be submitted to the general meeting of shareholders for approval.
This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
(I) basic information
Company name: Xiamen hongyijin Precision Technology Co., Ltd
Registered address: 203-16, South Building, torch Plaza, 56-58 Torch Road, torch Park, torch hi tech Zone, Xiamen
Date of establishment: February 3, 2015
Legal representative: Li Zhen
Company type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 913502003030582699
(II) shareholders
Xiamen honghongweiye investment partnership (limited partnership) holds 99% and Xiamen Hongxin Capital Investment Management Co., Ltd. holds 1%.
(III) description of association relationship
1. The controlling shareholder of the company Hongxin venture workshop Investment Group Co., Ltd. holds 99% of the capital contribution of Xiamen Honghong Weiye investment partnership (limited partnership) and 100% of the shares of Xiamen Hongxin Capital Investment Management Co., Ltd. Xiamen hongyijin Precision Technology Co., Ltd. is an enterprise controlled by the controlling shareholder Hongxin venture workshop Investment Group Co., Ltd.
2. Li Zhen, director of the company, is the executive director of Xiamen hongyijin Precision Technology Co., Ltd.
3. Yu Zhangyi, the supervisor of the company, is the supervisor of Xiamen hongyijin Precision Technology Co., Ltd.
(IV) main business scope
Metal structure manufacturing; Manufacturing of electronic components and components; Mold manufacturing; Operate the import and export of various commodities and technologies (not attached with the catalogue of import and export commodities), except for the commodities and technologies restricted or prohibited by the state; Operate the export business of the self-produced products of the enterprise and the import business of machinery and equipment, spare parts and raw and auxiliary materials required by the enterprise (not attached with the import and Export Commodity Catalogue), except for the commodities and technologies limited or prohibited by the state; Plastic sector, pipe and profile manufacturing; Manufacturing of other plastic products; Manufacturing of machine tool accessories; Other general equipment manufacturing industry; Wholesale of other chemical products (excluding hazardous chemicals and MCCs); Wholesale of hardware products; Wholesale of communication and radio and television equipment; Wholesale of other mechanical equipment and electronic products; Wholesale of computers, software and auxiliary equipment; Wholesale of metals and metal mines (excluding hazardous chemicals and MCCs); Wholesale of non-metallic minerals and products (excluding hazardous chemicals and MCCs); Other unlisted wholesale businesses (excluding business projects requiring approval); Other retail businesses not listed (excluding projects requiring approval); Retail of other electronic products; Mechanical equipment warehousing services; Other warehousing industry (excluding projects requiring approval); Trade agency; Other trade brokers and agents; Manufacturing of other special non-metallic processing equipment; Engineering and technical research and test development; Professional design services; Manufacturing of primary plastic and synthetic resin (excluding hazardous chemicals, MCCs and non pharmaceutical precursor chemicals); Manufacturing of other non-metallic mineral products not listed; Information technology consulting services.
At present, hongyijin does not carry out actual operation and obtains rental income through plant leasing.
3、 Basic information and pricing basis of related party transactions
(I) basic information of related party transactions
The company plans to lease from hongyijin the South half floor, the third half floor and the north half floor of the fourth floor of phase I 2# plant of mobile Internet supporting industrial park at the intersection of Chengchang middle road and Butang North Road, Tong'an District, Xiamen, with a total lease area of 14039.82 square meters for the post process of new energy power batteries and the construction of soft board module production line. The initial tax inclusive monthly rent standard is: 27 yuan / m2 for the first floor; The third floor is 17 yuan / m2; The fourth floor is 16.35 yuan / m2. Since the third year, the rent rises by 6% every two years. During the lease term, the total rent is about 10.65 million yuan and the property management fee is about 1.36 million yuan (the initial property management fee is 1.2 yuan / m2 / month including tax, and the property management fee will be adjusted with reference to the surrounding comparable projects from the third year).
(II) pricing basis of related party transactions
The lease price of this transaction has been determined by both parties through negotiation for many times, and the market pricing is implemented. The rent is consistent with the rent level of the same building and the same floor, and slightly better than the fair price of the lease market in the same region and similar floors. The pricing of related party transactions is fair and reasonable.
4、 Transaction purpose and impact on Listed Companies
Facing the broad market opportunities for FPC industry brought by new energy power batteries and intelligent new energy vehicles, the company has formulated the development strategy of two wheel drive for vehicle and consumer electronics. As the most important development strategy of the company, the company is focusing on the two dimensions of new energy power battery and on-board intelligence. Xianghai plant, the company's main factory, is gradually transforming into a professional factory supporting the soft board of on-board power battery. In order to further extend the industrial chain, enhance the depth and breadth of vehicle business and enhance profitability, the company plans to extend FPC products down to the field of flexible board module CCS. Due to the large size and space occupied by CCS modules, the company's existing plant can not meet the needs of expanding the new energy power battery flexible board production line and building a new CCS module production line, and in order to serve customers closely, the company plans to rent the plant from hongyijin close to customers to meet production needs. The proposed lease term of the company is 6 years (including 1 month rent free period), during which hongyijin shall not terminate the contract in advance, so as to ensure the stability of the lease. At the same time, the company can terminate the contract in advance with 6 months' notice, which is conducive to the company's flexible adjustment of subsequent lease arrangements according to business needs.
This related party transaction is due to the normal production and operation needs of the company. The transaction pricing follows the market-oriented principle and will not affect the independence of the company.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of this year to the disclosure date of this report, the company has not had related party transactions with the related person.
6、 Opinions of independent directors
The independent directors of the company expressed clear consent that the voting procedures for the board of directors to consider the above related party transactions were legal and effective, and the related directors avoided voting on relevant proposals.
The transaction price involved in the proposal is fair, complies with the provisions of current laws and regulations and the relevant systems of the company, is conducive to the production, operation and long-term development of the company, and does not damage the interests of the company and other non related parties.
7、 Opinions of the board of supervisors
Since Yang Hui and Yang rongzu, the affiliated supervisors, avoided voting and the number of non affiliated supervisors was less than half of the total number of supervisors, it was impossible to form a resolution. This proposal was directly submitted to the general meeting of shareholders for deliberation.
8、 Verification opinions of the recommendation institution
After verification, Guosen Securities Co.Ltd(002736) believes that the company's current plant leasing transaction constitutes a related party transaction and occurs due to the normal production and operation needs of the company. The board of directors of the company has considered and approved the transaction, and the independent directors have expressed clear consent. The decision-making procedures performed by the company comply with the requirements of relevant laws and regulations such as Shenzhen Stock Exchange gem stock listing rules, Shenzhen Stock Exchange listed companies self regulatory guidance No. 2 - standardized operation of GEM listed companies.
9、 Verification documents
1. Resolutions of the 36th meeting of the third board of directors of the company;
2. Resolutions of the 29th meeting of the third board of supervisors of the company;
3. Prior approval opinions and independent opinions of independent directors of the company;
4. Verification opinions of the recommendation institution.
It is hereby announced.
Xiamen Hongxin Electronics Technology Group Inc(300657) board of directors January 19, 2022
