Securities code: 601633 securities abbreviation: Great Wall Motor Company Limited(601633) Announcement No.: 2022-011 convertible bond Code: 113049 convertible bond abbreviation: Changqi convertible bond
Great Wall Motor Company Limited(601633)
Announcement on Revising the daily connected transactions with Guangliang automobile in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● as of December 31, 2021, the amount of daily related party transactions between the group and Guangliang automobile for providing consulting services was RMB 18.5061 million
● the following daily connected transactions need to be submitted to the general meeting of shareholders for deliberation
● the following daily related party transactions have no significant impact on the listed company (the company will not rely heavily on related parties)
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Great Wall Motor Company Limited(601633) (hereinafter referred to as "the company" or "the company") held the first meeting of the seventh board of directors on June 12, 2020 and the second extraordinary general meeting of shareholders in 2020 on July 10, 2020 respectively, and deliberated and adopted the proposal on expected daily connected transactions with beam automobile.
The company held the 31st meeting of the 7th board of directors and the 29th meeting of the 7th board of supervisors on January 23, 2022, and deliberated and adopted the proposal on Revising the daily connected transactions with beam automobile in 2022. 7 members of the board of directors of the company attended the meeting. When considering the proposal, no director needs to withdraw from voting, and all directors unanimously agree to the above proposal. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association. The following daily connected transactions shall be submitted to the general meeting of shareholders for deliberation.
With the prior approval of the independent directors of the company, the independent directors issued the following prior approval opinions:
The daily connected transactions between the company and its holding subsidiaries (hereinafter referred to as "the group") and Liangliang Automobile Co., Ltd. (hereinafter referred to as "Liangliang automobile") in 2022 are revised to meet the normal business needs of the company and comply with the company law of the people's Republic of China, the securities law of the people's Republic of China and the stock listing rules of Shanghai Stock Exchange According to the relevant provisions of the standards for the governance of listed companies and other laws, the related party transactions involved are fair, fair and open, and the transaction pricing principles are fair and reasonable, which will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
At the 31st meeting of the seventh board of directors of the company, when considering the proposal on Amending the daily connected transactions with beam automobile in 2022, the independent directors expressed the following independent opinions:
The daily related party transactions between the group and Guangliang automobile in 2022 are revised to meet the normal business needs of the company. The transaction pricing principle follows the principles of fairness and rationality. The relevant transactions are carried out in the daily and general business process of the company. The terms of the framework agreement are general commercial terms, which are in line with the overall interests of the company and its shareholders and will not affect the independence of the company, There is no situation that damages the interests of the company and its shareholders, especially minority shareholders.
When the board of directors considered the proposal on Amending the daily connected transactions with beam automobile in 2022, no director needed to avoid voting. The deliberation procedures of the board of directors comply with the provisions of relevant laws and regulations and the articles of association.
It is agreed to revise the daily related party transactions between the company and Guangliang automobile in 2022.
The audit committee of the board of directors of the company carefully and comprehensively reviewed the daily related party transactions submitted by the company. The audit committee of the board of directors of the company believes that:
The revision of the daily connected transactions between the group and Guangliang automobile in 2022 complies with the company law of the people's Republic of China, the securities law of the people's Republic of China and other relevant laws and regulations, the stock listing rules of Shanghai Stock Exchange and the corporate governance standards for listed companies. The daily connected transactions involved are fair, fair and open, and the transaction pricing principles are fair and reasonable, It will not affect the independence of the company and will not damage the interests of the company and its shareholders, especially minority shareholders.
It is agreed to submit the proposal on Amending the daily connected transactions with Guangliang automobile in 2022 to the 31st meeting of the seventh board of directors of the company for deliberation.
The board of supervisors of the company believes that the revision of the daily connected transactions between the group and Guangliang automobile in 2022 complies with the relevant provisions of the company law of the people's Republic of China, the securities law of the people's Republic of China, the stock listing rules of Shanghai Stock Exchange, the governance standards of listed companies and other laws. The relevant agreements are concluded in accordance with general commercial terms, and their terms are fair and reasonable, In line with the overall interests of the company and shareholders. It will not affect the independence of the company and will not damage the interests of the company and its shareholders, especially minority shareholders.
It is agreed that the company will revise the daily related party transactions with beam automobile in 2022.
(II) daily related party transactions
According to the needs of the company's production and operation, on January 23, 2022, the company signed the Amendment Agreement I to the related party transaction framework agreement (hereinafter referred to as the "Amendment Agreement") with Liangliang automobile. According to the Amendment Agreement, the company revised the upper limit of the estimated amount of consulting services provided by the company and its holding subsidiaries (hereinafter referred to as the "group") with Liangliang automobile in 2022, The upper limit of the estimated amount of purchased vehicles and parts in 2022 has been increased.
As of December 31, 2021, the amount of daily related party transactions for providing consulting services between the group and Guangliang automobile is RMB 18.5061 million. According to the Amendment Agreement, the daily related party transactions in 2022 are expected to be revised as follows: 1. The group provides consulting services to Guangliang automobile, and the transaction amount is expected to be adjusted to RMB 38.8 million in 2022.
2. The group purchases vehicles and parts from Guangliang automobile, and the transaction amount is expected to be RMB 7664.81 million in 2022.
Note: the consulting services provided by the group for beam automobile include it, manpower consulting and other consulting services.
The revised transaction amount in 2022 still needs to be approved by the company's first extraordinary general meeting in 2022 for the normal business of the group. Now, the upper limit of the daily connected transaction amount between the group and beam automobile in 2022 and the purchase of vehicles and parts is controlled within the upper limit approved by the board of directors before the first extraordinary general meeting in 2022.
2、 Related parties and relationships
1. Basic information of related parties
Company name: Liangliang Automobile Co., Ltd
Date of establishment: December 27, 2019
Legal representative: Zhao Guoqing
Nature of enterprise: limited liability company (Sino foreign joint venture)
Registered capital: RMB 170 million
Registered address: No. 1, Guotai North Road, Zhangjiagang Economic and Technological Development Zone, Zhangjiagang City, Jiangsu Province (Yuefeng building)
Business scope: R & D, production and export sales of internal combustion engine vehicles; R & D, production and sales of auto parts and accessories; R & D, production and sales of new energy vehicles (including pure electric passenger vehicles); Export of complete vehicles and their parts, components and accessories (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative approval); Provide after-sales service; Purchase and sale of auto accessories; Warehousing services; Road freight transport services; Provide relevant training (excluding vocational certificate training uniformly recognized by the state), consulting, testing and technical services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Shareholders: the company and BMW holding B.V. hold 50% respectively
Affiliation: Mr. Zhao Guoqing, deputy general manager of the company, is a director of Liangliang automobile. According to paragraph (III) of article 10.1.3 of the Listing Rules of Shanghai Stock Exchange, Liangliang automobile is an affiliated party of the company.
2. Performance capacity
The related party transactions between the group and Guangliang automobile are required for normal production and operation. The operation and financial status of Guangliang automobile are good, and both have the ability to perform the contract.
3、 Main contents and pricing policies of related party transactions
1. Description of transaction content
The group and Guangliang automobile signed a framework agreement Amendment Agreement I on consulting services and procurement of products.
2. Term and effective conditions of the framework agreement
(1) The validity period is from the effective date of the framework agreement to December 31, 2032.
(2) The effectiveness of the framework agreement shall be subject to the approval (if necessary) of relevant internal institutions applicable to both parties.
According to the amended agreement, the pricing principle of the relevant transactions between the group and beam automobile shall comply with the requirements of relevant laws, regulations and listing rules. The pricing of various transactions agreed by both parties shall follow the principle of independent transaction to ensure fairness, rationality and compliance with general commercial terms. The transactions to be conducted under this agreement will be conducted at any time in compliance with and in accordance with the listing rules and the guidelines, rules and regulations of relevant regulatory authorities.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily connected transactions between the group and Guangliang automobile are based on normal business transactions, which is conducive to the rational allocation of resources and improvement of production efficiency according to the resource advantages of all parties, and meet the business development needs of the company. The above related party transactions are conducted by both parties in accordance with the principles of voluntariness, equality and mutual benefit, with fair pricing, no damage to the interests of the company and shareholders, and no adverse impact on the company's financial status and operating results.
The above daily connected transactions will not affect the independence of the company's main business. The company's main business or revenue and profit sources do not rely on related party transactions.
The transactions between the group and Guangliang automobile are conducted in accordance with the general commercial terms in the daily business process of the group, which is in the interests of the group.
The general meeting of shareholders shall be requested to authorize the board of directors, and the board of directors shall authorize the chairman to designate relevant personnel to sign specific contracts according to the above Amendment Agreement.
5、 Filing documents
1. Great Wall Motor Company Limited(601633) resolution of the 31st meeting of the 7th board of directors
2. Great Wall Motor Company Limited(601633) resolution of the 29th meeting of the seventh board of supervisors
3. Great Wall Motor Company Limited(601633) prior approval opinions of independent non-executive directors on related party transactions
4. Great Wall Motor Company Limited(601633) independent opinions of independent non-executive directors on matters related to the 31st meeting of the seventh board of directors
5. Great Wall Motor Company Limited(601633) written audit opinions of the audit committee of the board of directors on related party transactions
It is hereby announced.
Great Wall Motor Company Limited(601633) board of directors January 23, 2021
