杭汽轮B:与关联方续签关联交易协议的公告(英文版)

来源:深交所 2016-03-19 00:00:00
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Stock code:200771 Stock ID:Hangqilun B Announcement No. 2016-29

Hangzhou Steam Turbine Co., Ltd.

Announcement about Extending Engaging of Routine related Transaction

Contracts

The members of the Board and the Company acknowledge being responsible for the

truthfulness, accuracy, and completeness of the announcement. Not any false record,

misleading statement or significant omission carried in this announcement.

I. Summary of the related transaction

1. For the previous contracts about the related transactions have expired. The company is about to

reengage the Routine related transaction contracts to satisfy the needs of normal operation. The

contracts will be involved with the followings: (1) Purchasing generator unit from Hangzhou

Hangfa Generator Equipment Co., Ltd.; (2) Purchasing packing boxes from Hangzhou Nanhua

Wooden Packaging Co., Ltd.; (3)Purchasing gear boxes and turning gears from Hangzhou

Nanfang Tongda Gears Co., Ltd.

Hangfa Power Equipment Company and Nanhua Wood Packing-box Company and Nanfang

Tongda Gear Company are the companies controlled by the company’s controlling

shareholder-Hangzhou Steam Turbine Incorporation , therefore the transaction constitutes a related

transaction.

2. The 28th meeting of the 6th term of Board was held on March 17, 2016,on which the

proposal of routine related transactions was examined,The company has 11 directors,It was

adopted by the non-related directors with 6 votes in favor, 0 objection, and 0 waive.Thereinto, Nie

Zhonghai, Yan Jianhua, Yang Yongming, Zheng Bin and Ye Zhong, the Company’s controlling

board of shareholders who are the part of affiliated directors, withdrew from voting for this

proposal.The Company’s independent directors declared prior approval and independent opinions

for this related transaction.

This proposal is subject to examination of the Shareholders’ Meeting 2015, and Hangzhou Steam

Turbine Power Group Co., Ltd. shall waive from voting of this proposal.

3.None of the aforesaid routine transactions is constituting major asset reorganizing and backdoor

listing as described by “ Criteria of Major asset Reorganizing of listed companies”. Therefore

none of them are subject to approval by the authorities.

II. Profiles of the leated parties

1

1.Profiles

(1) Hangzhou Hangfa Generator Equipment Co., Ltd.

1. Profiles

(1) Incorporated on: March 22, 1993

(2) Registered address: Tonger Village, Linpu, Xiaoshan

(3) Office address: 128 Shixinzhong Road, Xiaosha

(4) Enterprise property: state-owned shareholding corporation

(5) Legal representative: Yan Jianhua

(6) Registered capital: RMB 80 million

(7) Taxation registration No. 330181142915193

(8) Business scope: hydropower station equipment, parts of steam turbine generators, electric

motor, power plant and mining equipment, automatic control parts, export of products and

technologies,

(9) The controlling shareholder: Hangzhou Steam Turbine Power Group Co., Ltd.

2. Recent financial information

In RMB

Periods Turnover Net profit Gross Assets Net asset

Year 2015 190,138,389.93 -7,966,023.73 484,318,791.46 103,544,831.49

Year 2014 232,010,314.56 1,054,776.15 402,705,958.09 111,511,420.14

3. Relationship with the Company

Hangzhou Hangfa Generator Equipment Co., Ltd. is a holding subsidiary of HSTG, in which

HSTG is holding 85% of share equity. For Hangfa is under the common control with the Company,

it is regarded as related legal person according to Article 10.1.3 (II) – “Entity or other

organizations directly or indirectly controlled by aforesaid legal entity other than the PLC and its

holding subsidiaries;” of the Share Listing Rules of Shenzhen Stock Exchange. Therefore it is

recognized as the related entity of the Company. This is a related transaction.

4. Description of related transactions and their necessity

The major related transactions with Hangzhou Hangfa Generator Equipment Co., Ltd. were

purchasing of steam turbine generators. It was to satisfy the demand of customers. Some

customers require the Company to provide generators along with the steam turbines. Hangfa has

been providing products to the Company since long before it was given to HSTG.

(II) Hangzhou Nanhua Wooden Packaging Co., Ltd.

1. Profiles

(1) Incorporation date: December 31, 2003

(2) Registered address: 62 Xingqiao Road North, Xingqiao, Yuhang, Hangzhou

(3) Office address: 62 Xingqiao Road North, Xingqiao, Yuhang, Hangzhou

(4) Enterprise property: state-participated limited company

(5) Legal representative: Jiang Yonggen

(6) Registered capital: RMB2 million

2

(7) Taxation registration No. 330125143326331

(8) Business scope: manufacturing, processing, and sales of wooden products (wooden packaging

material); sales of construction material, decoration material; all legal items not subject to

approval of authorities.

(9) The controlling shareholder: Hangzhou Steam Turbine Power Group Co., Ltd.

2. Recent financial information

In RMB

Periods Turnover Net profit Gross Assets Net asset

Year 2015 13,432,890.17 1,337,221.53 16,195,754.22 15,260,109.17

Year 2014 13,009,097.29 1,753,430.66 17,104,881.97 16,422,887.64

3. Relationship with the Company

Hangzhou Nanhua Wooden Package Co., Ltd. is a holding subsidiary of HSTG, in which HSTG is

holding 30% of share equity. For it is under the common control with the Company, it is regarded

as related legal person according to Article 10.1.3 (II) – “Entity or other organizations directly or

indirectly controlled by aforesaid legal entity other than the PLC and its holding subsidiaries;” of

the Share Listing Rules of Shenzhen Stock Exchange. Therefore it is recognized as the related

entity of the Company, and this is a related transaction.

4. Description of related transactions and their necessity

Related transactions with Hangzhou Nanhua Wooden Packaging Co., Ltd. were mainly purchasing

of wooden packaging material which were necessary for shipping of the products.

(III) Hangzhou Nanfang Tongda Gears Co., Ltd.

1. Profiles

(1) Date of incorporation: January 25, 2005

(2) Registered address: 130 Stadium Road, Xiacheng District, Hangzhou

(3) Office address: 601, Block B, Lingjun World, 10 Chaowang Road

(4) Enterprise property: state-participated limited company

(5) Legal representative: Mr. Wang Zhenfeng

(6) Registered capital: RMB6 million

(7) Taxation registration No. 330103770809041

(8) Business scope: whole selling and retailing of gear boxes, gear speed reducer, steam turbine

and parts, steel, electro-mechanism equipment (exclude cars), common machinery, hardware &

electric materials.

(9) The controlling shareholder: Hangzhou Steam Turbine Power Group Co., Ltd.

2. Recent financial information

In RMB

Periods Turnover Net profit Gross Assets Net asset

3

Year 2015 36,426,025.63 4,194,733.50 52,859,340.06 28,844,792.27

Year 2014 64,726,158.79 4,611,531.15 62,661,251.91 29,650,058.77

3. Relationship with the Company

Hangzhou Nanfang Tongda Gears Co., Ltd. is a holding subsidiary of HSTG, For Hangfa is under

the common control with the Company, it is regarded as related legal person according to Article

10.1.3 (II) – “Entity or other organizations directly or indirectly controlled by aforesaid legal

entity other than the PLC and its holding subsidiaries;” of the Share Listing Rules of Shenzhen

Stock Exchange. Therefore it is recognized as the related entity of the Company, and this is a

related transaction.

4. Description of related transactions and their necessity

The Company is mainly purchasing gear boxes and jigger devices from Nanfang Tongda. These

are essential to the Company’s product. Some of the industrial steam turbines are required to

maintain certain speed by using of gear boxes.

III. Descriptions of the related transactions

No Title of the agreement Related Subjects of the Price of the trade Term of agreement

parties related

transactions

1 Agreement purchasing Hangzhou To purchase steam The price pertaining January 1,

generators Hangfa turbine generators to the specific items 2016-December 31,

Generator form related party signed in the 2018

Equipment contract of the

Co., Ltd. related transaction

with in accordance

with the agreement

2 Agreement of Hangzhou Purchasing The price pertaining January 1,

purchasing packaging Nanhua packaging to the specific items 2016-December 31,

material Wooden material from signed in the 2016

Packaging related party contract of the

Co., Ltd. related transaction

with in accordance

with the agreement

3 Agreement of Hangzhou Purchasing of The price pertaining January 1,

purchasing gearboxes Nanfang gearboxes and to the specific items 2016-December 31,

Tongda Gears

4

Co., Ltd. jiggers signed in the 2016

contract of the

related transaction

with in accordance

with the agreement

IV. Pricing policies and basis

Pricing principles:It is under the principles of voluntary, air, and beneficiary. Pricing strategy is

also fair and reasonable. It is for the goodies of the Company’s operation and the interests of the

shareholders. The legal procedures are complying with the regulations and laws, and no illegal

action or those harmful to the benefit of shareholders, especially small-mid shareholders.

Basis of pricing :Government instructive prices are adopted wherever available, and upon

negotiation when they are not available. Besides, Hangzhou Hangfa Power Equipment Co.,Ltd

guaranteed that the price of the turbine generators supplied to the company shall not be higher

than the price of the same kind of generator supplied to any other parties during the same period;

Nanhua Wood Packing-box Company and Nanfang Tongda Gear Company guaranteed that the

transaction conditions or preferential transaction terms provided to a third party shall apply to the

company.

V. Influence of related transactions

For the needs of business operation, The company’s purchasing of generators, gearboxes, turning

gears and packing boxes from the related parties is for matching sales of the company’s

product-the steam turbine. The related transaction shall optimize the allocation of the production

resources, effectively raise the company’s operating efficiency and make the company better doing

the company’s major business.Pricing procedures are on fair basis without impairing interest of

the Company nor any shareholder’s.No significant impact will be constituted to the Company’s

financial condition, operating result, and cash flow by this related transaction.

VI. Amount of related transactions already occurred since the opening of current year to present

In RMB

No Related parties Amount occurred

2 Hangzhou Hangfa Power Generating 20,668,763.74

5

Equipment Co., Ltd.

3 Hangzhou Nanfang Tongda Gears Co.,

94,358.97

Ltd.

4 Hangzhou Nanhua Wooden Packaging

454,916.03

Co., Ltd.

Total: 21,218,038.74

VII. Consent of independent directors in advance and their opoinions

The Company’s independent directors has reviewed the relevant information of related

transaction above, and provided prior-approval submissions, which agree to submit the relevant

information to be examined by the 28th meeting of the 6th board of directors.

The Company’s independent directors has declared independent opinions to this proposal,

considering that the content of the above related transaction agreement is specific and explicit and

the transaction pricing principle is fair, reasonable and complying with the market pricing

principle, which is conforming to the benefit of both listed companies and all shareholders, and no

benefit damaging situation of listed companies and minority shareholders exists. When the

Company’s board of directors was examining the related transaction agreement, the affiliated

directors withdrew from voting, which made the examination procedure of the related transaction

lawful and compliant.

VIII. Documents for reference

1. Resolutions of the 28th meeting of the 6th Term of Board;

2. Independent Opinions of Independent Directors

3.Daily Related Transaction Agreement of the Company signed with the Above Related Parties

The Board of Directors of

Hangzhou Steam Turbine Co., Ltd.

March 19, 2016

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