Securities code: 600256 securities abbreviation: Guanghui Energy Co.Ltd(600256) Announcement No.: 2022-006
Guanghui Energy Co.Ltd(600256)
Forecast announcement of daily connected transactions 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:
This connected transaction is expected to be submitted to the general meeting of shareholders of the company for deliberation.
The related directors and supervisors involved in daily related party transactions have avoided voting.
Impact of daily related party transactions on Listed Companies: the company's daily related party transactions in 2022 take the market price as the pricing standard, which will not form a great dependence on related parties, damage the interests of the company and shareholders, especially small and medium-sized shareholders, affect the independence of the company, and have no impact on the sustainable operation ability of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. On January 24, 2022, the company held the 15th meeting of the 8th session of the board of directors and the 10th meeting of the 8th session of the board of supervisors, which respectively deliberated and adopted the forecast of daily connected transactions in Guanghui Energy Co.Ltd(600256) 2022. Affiliated directors Han Shifa, Yan Jun, Liang Xiao, Ni Juan and Tan Bai have avoided voting; Related supervisor Li Jianghong has avoided voting. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2. Opinions of independent directors
This related party transaction has been approved in advance by the independent directors who have expressed their independent opinions. The independent directors believe that the related party transaction of the company follows the principles of fairness, impartiality and openness and protects the interests of all shareholders, including non related shareholders and minority shareholders, which is necessary and legal.
3. Opinions of the board of supervisors
The related party transaction is expected to meet the needs of the company's business development, and the transaction price and pricing principles are in line with the principles of fairness, impartiality and openness. The voting procedures of the company on related party transactions are legal, and the related supervisors avoid voting. The independent directors of the company have made objective and independent judgments on related party transactions, and no damage to the interests of listed companies and minority shareholders has been found.
4. Opinion of the board of Auditors
This related party transaction is expected to have been deliberated and approved at the first interim meeting of the eighth Audit Committee of the board of directors in 2022, and the audit opinion is issued: the above related party transactions are carried out in accordance with the principles of fairness, impartiality and openness, which are required for normal production and operation, meet the needs of the company's business development, and the risk of related party transactions is low and controllable. The decision-making procedure of related party transactions is legal and effective, the price of related party transactions is reasonable and fair, conforms to the principles of good faith, fairness and impartiality, and does not harm the interests of the company and other minority shareholders. (II) basic information of daily connected transactions in 2022
According to the relevant provisions on the management and disclosure of related party transactions in the stock listing rules of Shanghai Stock Exchange, the company is expected to have daily related party transactions in 2022 as follows:
1. Estimation of daily connected transactions with RMB as payment unit
Name of project related party transaction content estimated total amount
Amount (10000 yuan)
Xinjiang xinhuixia clean energy Co., Ltd. sells 93400 commodities
Guanghui Logistics Co.Ltd(600603) business entertainment expenses 1200
Equipment and spare parts purchased by Xinjiang Chemical Machinery Co., Ltd. 1850
Procurement / procurement of raw materials by Xinjiang Guanghui industrial investment (Group) Co., Ltd. 500
Sales Urumqi Branch
Business entertainment expenses of Xinjiang Guanghui industrial investment (Group) Co., Ltd. 100
Xinjiang Xinbiao fastener Pump Co., Ltd. purchases equipment and spare parts, etc. 80
Purchase of equipment and spare parts by Xinjiang General Machinery Co., Ltd
Subtotal 97140
Vehicle rental fee of Huicheng communication Leasing Co., Ltd. and its branches 1460
House rental fee of Xinjiang Guanghui Real Estate Development Co., Ltd. 780
Property fees of Xinjiang Guanghui Property Management Co., Ltd. 310
Xinjiang Grand Hotel Co., Ltd. meals 78
Accept the vehicle rental fee of Shanghai Kailong Automobile Trading Co., Ltd
Vehicle rental fee of Xinjiang Guanghui Leasing Service Co., Ltd. Shanghai Branch 30
Xinjiang Desert Garden Art Co., Ltd. landscaping maintenance service, etc. 28
Vehicle rental fee of Shanghai Dingxin Financial Leasing Co., Ltd. 14
Land lease fee of Xinjiang xinhuixia clean energy Co., Ltd. 7
Subtotal 2745
Guarantee fee of Xinjiang Guanghui industrial investment (Group) Co., Ltd. 11267
Guarantee and capital interest of Gansu Honghui energy and Chemical Co., Ltd. 2865
Interest and other guarantee fees of Xinjiang xinhuixia clean energy Co., Ltd
Subtotal 14217
Other 1000
Total 115102
2. Forecast of daily related party transactions in USD
Transaction category name of related party transaction content estimated total amount (USD 10000)
Brazos highland properties, LP rental fee, etc. 180
(brasos highland assets limited partnership)
GH American investments group, Inc. accepts labor services, etc. 120
Receiving labor services (Guanghui American Investment Co., Ltd.)
GHA capstone, LLC accepts labor services, etc. 100
(Guanghui American Dingshi Co., Ltd.)
Total 400
explain:
1. In 2022, the amount of daily related party transactions of the company is expected to be RMB 115.102 million and US $4 million, mainly due to the daily procurement, sales of products, business entertainment and acceptance of labor services of the company, its subsidiaries and related parties in 2022.
2. The implementation of related party transactions in 2021 will be disclosed in detail in the company's 2021 annual report. 3. The above daily related party transactions are expected to be the total amount in 2022. On the premise that the total amount is not exceeded, the transaction amount of specific projects can be adjusted internally.
2、 Introduction and relationship of main related parties
1. Xinjiang xinhuixia clean energy Co., Ltd
(1) Basic information:
Legal representative: Li Shengjun
Registered capital: 600 million yuan
Business scope: clean energy technology promotion services, production and sales of phenolic products, benzene and aromatic products, white oil, asphalt and wax, phenolic products, benzene and aromatic products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: No. 1, Xingye Road, Naomaohu Town, Yiwu County, Hami Prefecture, Xinjiang
(2) Related relationship with the company: within the first 12 months, there was a situation that the related natural person of the company held the position of director in the company.
(3) Analysis of performance capacity: the company has rich R & D, production and sales capacity of coal chemical products. The company's assets are in good condition and has good performance capacity.
(4) Total amount of related party transactions with the related party: in 2022, the company and its holding subsidiaries expect to incur a total of 934.92 million yuan in purchasing raw materials, selling products, paying land lease fees, collecting guarantee fees and other expenses with the company.
2、 Guanghui Logistics Co.Ltd(600603)
(1) Basic information:
Legal representative: Yang Tiejun
Registered capital: 1257.026847 million yuan
Business scope: licensed items: Road cargo transportation (excluding dangerous goods); Real estate development and operation; Category II value-added telecommunications services (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: China cargo transportation agency; International freight forwarder; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Low temperature storage (excluding hazardous chemicals and other items requiring approval); Warehousing equipment leasing services; Land use right lease; Housing lease; Non residential real estate leasing; Rental of counters and stalls; Market management services; estate management; Real estate appraisal; Real estate brokerage; Real estate consulting; Information consulting services (excluding licensed information consulting services); Conference and exhibition services; Advertising design and agency; Advertising production; Advertising; Software development; Wholesale of computer software, hardware and auxiliary equipment; Sales of communication equipment; Sales of radio and television transmission equipment; Sales of intelligent storage equipment; Sales of building materials; Retail of hardware products (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
Address: No. 88, Longxiang West 1st Street, Tianfu New District, Chengdu, China (Sichuan) pilot Free Trade Zone
(2) Affiliated relationship with the company: a subsidiary of the controlling shareholder of the company.
(3) Analysis of performance capability: the company has rich capabilities in road cargo transportation and real estate development and operation. The company's assets are in good condition and has good performance capability.
(4) Total amount of related party transactions with the related party: the company expects to incur business entertainment expenses with the company in 2022, totaling 12 million yuan.
3. Xinjiang Chemical Machinery Co., Ltd
(1) Basic information:
Legal representative: Hao Chaohui
Registered capital: 66.811 million yuan
Business scope: design and manufacturing: production and sales of class III low and medium pressure containers, automobile tank cars (including low-temperature insulated tanks), tank containers (including low-temperature insulated tanks), chemical machinery and accessories; Property management in the park (limited to the enterprise); House leasing; Sales: chemical products, steel. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Address: Guanghui Industrial Park, No. 2446, jiugou North Road, Midong District, Urumqi, Xinjiang
(2) Affiliated relationship with the company: a subsidiary of the controlling shareholder of the company.
(3) Performance capability analysis: the company has many years of experience in producing low-temperature pressure vessels. The company is in good financial condition and has strong performance capability.
(4) Total amount of related party transactions with the related person: in 2022, the company's holding subsidiary is expected to purchase equipment and spare parts from the company, totaling 18.5 million yuan.
4. Xinjiang Guanghui industrial investment (Group) Co., Ltd
