Stock code: 601399 Securities abbreviation: China National Machinery Heavy Equipment Announcement number: Pro 2021-033
The Board of Directors and all Directors of the Company warrant that the contents of this announcement are free from any misrepresentation, misleading statement or material omission and accept sole and several liability for the truthfulness, accuracy and completeness of the contents.
The Board of Directors of Sinomachine Heavy Equipment Group Co., Ltd. (hereinafter referred to as the "Company") recently received a written resignation report submitted by Mr. Wang Ping, Director and General Manager of the Company. Due to his retirement, Mr. Wang Ping applied to resign as a director, general manager and member of the Strategy Committee of the Board of Directors of the Company. According to the Articles of Association of China National Machinery Heavy Equipment Group Co., Ltd. and other provisions, his resignation report takes effect when it is delivered to the board of directors.
During his tenure as a director, general manager and member of the strategy committee of the board of directors of the company, Mr. Wang Ping has played an active role in the standardized operation and healthy development of the company, and the board of directors expresses its sincere gratitude for his contributions during his tenure.
The company will complete the relevant work of director by-election and appointment of new general manager as soon as possible, and before the newly hired general manager takes office, it will be deliberated and approved by the 31st meeting of the fourth board of directors of the company, and mr. Han Xiaojun, chairman of the board, will be authorized to act as general manager.
This is hereby announced.
Sinomachine Heavy Equipment Group Co., Ltd
board of directors
September 22, 2021
Stock code: 601399 Securities abbreviation: China National Machinery Reloading Announcement number: Pro 2021-034
Regarding the purchase of assets by wholly-owned subsidiaries and related party transactions
announcement
Important Content Tips:
● As of August 30, 2021, in the past 12 months, Sinomach Heavy Equipment Group Co., Ltd. (hereinafter referred to as the "Company") and its subsidiaries and the controlling shareholder and actual controller of the Company, China Machinery Industry Group Co., Ltd. (hereinafter referred to as "Sinomach Group") and other related parties under the same control, have accumulated a total of 739.5296 million yuan in daily related party transactions (of which: 425.0724 million yuan for the sale of goods and provision of services, purchase of goods and acceptance of labor services31, 4.4572 million yuan), accounting for 5.85% of the company's latest audited net assets.
● This transaction constitutes a related party transaction, which has been deliberated and approved by the 31st meeting of the fourth board of directors of the company, and the related director Li Guoqing recused himself from the proposal; the transaction does not constitute a major asset restructuring as stipulated in the Measures for the Administration of Material Asset Restructuring of Listed Companies; the transaction matters do not need to be submitted to the company's shareholders' general meeting for consideration.
I. Overview of Related Party Transactions
Due to business development needs, Erchong (Deyang) Heavy Equipment Co., Ltd. (hereinafter referred to as "Erchong Equipment"), a wholly-owned subsidiary of the Company, intends to purchase two pieces of equipment from Erchong (Zhenjiang) Heavy Equipment Co., Ltd. (hereinafter referred to as "Zhenjiang Company"), and the two parties determined that the transaction amount was RMB93,028,135.92 (including tax) based on the "Asset Appraisal Report" issued by Walkerson (Beijing) International Asset Appraisal Co., Ltd.
The transaction constitutes a related party transaction of the listed company. As of August 30, 2021, in the past 12 months, the Company and its subsidiaries and the Company's controlling shareholder, the actual controller, Sinomach Group and other related parties under its same control had a total of RMB739.5296 million (of which RMB425.0724 million were used to sell goods and provide services, and RMB314.4572 million were purchased for goods and services), accounting for 5.85% of the Company's latest audited net assets. The company's daily related party transactions in 2020 and 2021 are expected to have been deliberated and approved by the company's 2019 and 2020 annual general meetings of shareholders, as of August 30, 2021, the company's cumulative daily related party transactions in the past 12 months are within the annual estimate, according to the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules and the Articles of Association, this related party transaction does not need to be submitted to the company's general meeting of shareholders for consideration.
2. Introduction of related parties
(1) Introduction of related party relationships
The purchaser of the double equipment is a wholly-owned subsidiary of the company, and the seller, Zhenjiang Company, is a wholly-owned subsidiary of the company's controlling shareholder and actual controller, China National Machinery Group.
(2) Basic information of related parties
Unit name: Erzhong (Zhenjiang) Heavy Equipment Co., Ltd
Registered capital: 3,583.25 million yuan
Organizational form: Limited liability company
Legal representative: Yang Jing
Address: Zhenjiang City, Jiangsu Province, Dantu District Gaozi Street No. 188, No. 188
Business scope: ship port services; port facilities and equipment and machinery; leasing and maintenance business; cargo loading and unloading, warehousing services; road general cargo, large-scale object transportation; general machinery and complete sets of equipment, metal products design, manufacturing, installation, maintenance; technical consulting services; plant and equipment leasing; self-operated and agent of various types of commodities and technologies import and export business.
Main financial indicators for 2020: total assets of 1,415.63 million yuan, net assets of 411.67 million yuan, operating income of 971.57 million yuan, net profit of -520,000 yuan.
3. The basic situation of the subject matter of the related party transaction
(1) The subject matter of the transaction
1. The basic situation of the transaction target
Zhenjiang Company has two equipment: Coburg 6× 28 meters CNC beam gantry mobile milling machine, PAMAφ260mm CNC floor milling and boring machine.
2. Description of ownership status
The ownership of the equipment to be purchased is clear, there is no pledge or other third-party rights, and it does not involve litigation, arbitration matters, or seizure or freezing to hinder the transfer of ownership.
3. Asset appraisal
According to the appraisal report issued by Walkerson (Beijing) International Asset Appraisal Co., Ltd. on June 22, 2021 [Vaukson International Appraisal Zi (2021) No. 0872], as of December 31, 2020, the carrying amount of the subject assets of the transaction was RMB78.13 million and the appraised value was RMB82.3258 million (excluding tax, 13% VAT rate for machinery and equipment, and RMB10.7024 million). The value-added amount was 4.1958 million yuan, and the appreciation rate was 5.37%. Among them, the appraisal value of the 28-meter CNC girder gantry mobile milling machine in Cobo 6 × was 57.4529 million yuan, and the appraisal value of the PAMAΦ260 mm CNC floor milling and boring machine was 24.8729 million yuan. According to the purpose of this assessment, in accordance with the principle of continuous use, based on the market price, combined with the characteristics of machinery and equipment and the collection of information, the replacement cost method is used for evaluation.
(2) Determination of the price of related party transactions
The related party transaction is based on the appraisal value as the pricing basis, and after mutual agreement between the two parties, it is determined that the transaction amount is RMB 93,028,135.92 (including tax), of which the amount excluding tax: 82,325,784.00 yuan and the tax amount is 10,702,351.92 million yuan (the tax amount is subject to the actual invoice amount).
4. The main content of the related party transaction agreement
Buyer (Party A): Erzhong (Deyang) Heavy Equipment Co., Ltd
Seller (Party B): Duozhong (Zhenjiang) Heavy Equipment Co., Ltd
(1) The transfer price and payment
1. A and B shall sign a contract for the transfer of equipment through friendly consultation between the two parties.
2. The contract price is based on the appraised value of the equipment (valuation base date: December 31, 2020). The after-tax prices of the equipment are: "Coburg 6×28 meters CNC beam gantry mobile milling machine" 64,921,758.92 yuan (including tax), "PAMAΦ260 mm CNC floor milling and boring machine" 28,106,377.00 yuan (including tax), the total price is 93,028,135.92 yuan (including tax), capitalization: jiu qian hundred thousand thousand thousand yuan jiu jiao, of which the amount excluding tax: 82,325,784.00 yuan, tax 10, CNY 7,023,519,200 (the tax amount is subject to the actual invoice amount).
3. Within 30 days from the date of signing this contract, after Party B issues a special VAT invoice for the full amount of the contract payment to Party A, Party A pays party B the full contract price, payment method: wire transfer or bill.
(2) Handover of assets
1. Party B will transfer the two equipment of "Coburg 6× 28 meters CNC beam gantry mobile milling machine and PAMAΦ260 mm CNC floor milling and boring machine to Party A on the handover date confirmed by Both Parties A and B.
2. The date of equipment transfer agreed upon by both parties shall be the date of signing the contract.
3. From the date of the transfer of equipment stipulated in this contract, Party A becomes the legal owner of the transferred assets and enjoys and assumes all rights and obligations related to the transferred assets, and Party B no longer enjoys any rights related to the transferred assets, nor does it assume any obligations and liabilities related to the transferred assets, unless otherwise provided in this contract. Party B is obliged to assist Party A in the formalities related to the transfer.
(3) The rights and responsibilities of both parties
1. Party B warrants that it legally owns all of the transferred assets and that there is no mortgage, guarantee or any other third party rights or other restrictions on the above assets.
2. Party B is responsible for making full statements and explanations to Party A on the condition of the equipment, and handing over all the relevant technical information and asset ownership information involved in the equipment to Party A.
3. Party A shall pay the transfer price to Party B in accordance with the provisions of this contract.
(4) Others:
1. Matters not covered by this contract shall be settled through friendly consultation between the parties A and B.
2. Any taxes or fees payable by both parties as a result of the performance of this contract shall be borne by each party in accordance with the relevant regulations.
3. This contract shall enter into force on the date of signing the contract.
4. This contract shall be made in duplicate, and the parties A and B shall each hold two copies, which shall have the same effect. If a dispute arises in the contract, it shall be resolved through friendly consultation between the two parties and shall be resolved in accordance with the relevant provisions of the Civil Code.
5. The purpose of related party transactions and the impact on listed companies
The company's wholly-owned subsidiary Double Equipment purchased two sets of equipment this time, aiming to promote the development of equipment business, supplement production capacity shortcomings, improve equipment accuracy, meet customer demand for high-performance complete sets of equipment, obtain market orders, in line with the company's strategic goal of building a high-end heavy equipment integrated service provider.
The transaction price of the assets purchased is based on the appraisal value and is determined by the two parties through consultation. The pricing of the related party transaction is open, fair and transparent, which is in line with the principle of market pricing. The related party transaction did not adversely affect the company's current and future financial position and operating results, did not adversely affect the independence of the company, and did not harm the interests of the company and other shareholders, especially small and medium-sized shareholders.
6. Deliberation procedures for the performance of related party transactions
On September 18, 2021, the Company held the 31st meeting of the Fourth Board of Directors, deliberated and passed the "Proposal on Two New Equipment and Related Party Transactions", and the affiliated director Li Guoqing recused himself from voting; and the independent directors expressed an independent opinion on the related party transaction.
On September 18, 2021, the company held the 22nd meeting of the fourth session of the Supervisory Board, and deliberated and passed the "Proposal on Adding Two New Equipment and Related Party Transactions for Double Equipment".
Stock code: 601399 Securities abbreviation: China National Machinery Reload announcement number: Pro 2021-031
Announcement of the resolution of the 31st meeting of the 4th Board of Directors
The 31st meeting of the 4th Board of Directors of Sinomach Heavy Equipment Group Co., Ltd. (hereinafter referred to as the "Company") was held by communication on September 18, 2021. The company shall have 10 directors and 10 directors present. This meeting complies with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of China National Machinery Heavy Equipment Group Co., Ltd. The meeting resulted in the following resolutions:
1. Deliberate and pass the "Proposal on Determining the Duties of the Acting General Manager".
Agreed that Chairman Han Xiaojun would act as general manager.
Voting result: 10 votes in favour, 0 votes against, 0 abstentions.
2. Deliberate and pass the "Proposal on Two New Equipment for Secondary Equipment and Related Party Transactions".
Voting result: 9 votes in favour, 0 votes against, 0 abstentions. Associate Director Li Guoqing recused himself from voting.
Stock code: 601399 Securities abbreviation: China National Machinery Reload announcement number: Pro 2021-032
The resolution of the 22nd meeting of the 4th Supervisory Board was announced
The Supervisory Board and all the Supervisors of the Company warrant that the contents of this announcement are free from any false records, misleading statements or material omissions, and assume individual and joint liability for the truthfulness, accuracy and completeness of the contents.
The 22nd meeting of the 4th Supervisory Board of Sinomachin Heavy Equipment Group Co., Ltd. (hereinafter referred to as the "Company") was held by communication on September 18, 2021. The company shall have 5 supervisors and 5 supervisors. This meeting complies with the relevant provisions of the Company Law of the People's Republic of China and the Articles of Association of China National Machinery Heavy Equipment Group Co., Ltd. The meeting resulted in the following resolutions:
1. Deliberate and pass the "Proposal on Two New Equipment for Secondary Equipment and Related Party Transactions".
Voting result of the motion: 5 votes in favor, 0 votes against, 0 abstentions.
Supervisory Board of Sinomachine Heavy Equipment Group Co., Ltd