The hottest Great Wall electrician adds daily rela

Great Wall electrician: new daily related party transactions

Great Wall electrician: new daily related party transactions

time: December 30, 2019 16:51:24 zhongcaiyuan Title:: about the new daily related party transactions, the public plastic packaging and printing enterprises are facing severe challenges notice

securities code: 600192 securities abbreviation: Announcement number:

Lanzhou Co., Ltd.

announcement on new daily related party transactions

the board of directors of the company and All directors guarantee that the contents of this announcement are free from any false records, misleading statements or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents

important content tips:

● the newly added daily related party transactions need not be submitted to the general meeting of shareholders for deliberation

.

● this new daily related party transactions, there is no mutual damage or transfer of interests between the company and related parties, and there is no damage to the interests of the company and the majority of shareholders, which will not affect the independence of the company's business

I. overview of daily connected transactions to be added

(I) review procedures for the performance of daily connected transactions

the third meeting of the seventh board of directors held on December 30, 2019 considered and approved the company's proposal on adding daily connected transactions, and 9 directors should attend the meeting, and 9 directors actually attended the meeting. Voting results: 6 in favor, 0 against and 0 abstention. Zhang Zhiming, Yang Tianfeng and Wei Yongwu, the directors of related

avoided voting

the independent directors of the company issued a prior approval opinion: the company's new daily related party transactions are necessary for the company to carry out normal production and operation, and belong to normal business behavior. The newly added related party transactions follow the principles of openness, fairness and impartiality, and the transaction price is set with reference to the market price. No transfer of interests is found through this transaction, and there is no behavior that damages the interests of the company and small and medium-sized shareholders, which does not affect the independence of the company. We have no objection to these connected transactions and agree to submit them to the third meeting of the seventh board of directors of the company for deliberation

the independent directors of the company express independent opinions: the daily connected transactions to be added by the company belong to the regular connected transactions, which is in order to make full use of the resources and advantages owned by the related parties, realize the complementary advantages and reasonable allocation of resources, and meet the daily production, operation and sustainable development of the company. The company's associated transaction is a normal market behavior, and the price of the associated transaction is fairly and reasonably determined according to the market conditions. The transaction behavior is carried out under the principle of fairness, which is conducive to improving the operating efficiency of the company, conforms to the interests of the company and its shareholders, and will not damage the interests of non related party shareholders. The above related party transactions did not affect the independence of the company, and the company's main business did not rely on the related party transactions. The related directors of the company avoided voting on this proposal, which is in line with the provisions of relevant laws and regulations. The voting procedure of this proposal by the board of directors is legal and compliant. We agree with the company's new daily connected transactions

opinions of the board of supervisors: the company's new daily related party transactions are necessary for normal production and operation, and belong to normal business behavior. The newly added related party transactions were priced with reference to the market price, and no transfer of interests was found through this transaction, there was no behavior that damaged the interests of the company and its minority shareholders, did not affect the independence of the company, and the main business of the company did not rely on related parties due to the above related party transactions. The related directors avoided voting, and the review procedure was in line with the relevant laws and regulations and the articles of association

(II) overview of new related party transactions

Lanzhou Power Equipment Co., Ltd. (hereinafter referred to as "power equipment company"), Tianshui 213 Electric Appliance Group Co., Ltd. (hereinafter referred to as "213 group"), a wholly-owned subsidiary of Lanzhou Co., Ltd. (hereinafter referred to as "the company") Changcheng electric Northwest Sales Co., Ltd. (hereinafter referred to as "Northwest Sales Company") and its holding subsidiary

Tianshui Electric Transmission Research Institute Group Co., Ltd. (hereinafter referred to as "tianchuansuo group") intend to cooperate with Gansu Electric Equipment Group Water Conservancy and Hydropower Engineering Co., Ltd. (hereinafter referred to as "water conservancy and Hydropower Engineering Company"), a wholly-owned subsidiary of Gansu Electric Equipment Group Co., Ltd., the controlling shareholder of the company Gansu Electric Equipment Group Industrial Automation Engineering Co., Ltd. (hereinafter referred to as "industrial automation company"), Gansu Electric Equipment Group smart city system engineering Co., Ltd. (hereinafter referred to as "smart city company") and Gansu Electric Equipment Group Industrial Engineering Co., Ltd. (hereinafter referred to as "industrial engineering company") signed commodity procurement contracts and procurement construction subcontracts, The estimated amount is 13.1252 million yuan

according to the relevant provisions of the Listing Rules of Shanghai Stock Exchange, this transaction constitutes a

connected transaction, but does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies

the cumulative amount of daily connected transactions proposed to be added above does not reach more than 5% of the absolute value of the company's latest audited net assets, and this matter does not need to be considered by the general meeting of shareholders

II. Introduction to related parties

(I) basic information of related parties

1 Gansu Electric Equipment Group Water Conservancy and Hydropower Engineering Co., Ltd.

enterprise nature: limited company (sole proprietorship of legal person invested or controlled by non natural person)

registered capital: 200 million yuan

legal representative: Chen Heping

date of establishment: August 2, 2019

address: 8/F, No. 1119, middle nanbinhe Road, Qilihe district, Lanzhou City, Gansu Province

business scope: power generation, transformation, transmission Design, application and operation and maintenance management of automation and intelligent system integration solutions in power construction engineering fields such as power distribution and control, engineering general contracting and system integration engineering technology and scheme consulting services; Flood control, irrigation, power generation, water supply,

waterlogging control, water and sewage treatment (including supporting and ancillary projects), and other water conservancy and hydropower engineering field construction, operation and maintenance services, engineering automation, intelligent system integration solution development,

design and application, system engineering construction management, operation and maintenance management, general contracting and system integration

engineering technology, scheme consulting services; Construction electromechanical installation works, water conservancy and hydropower projects and water conservancy

hydropower electromechanical installation works. Wholesale and retail of mechanical and electrical products, electronic products, metal materials, mechanical equipment, instruments

instruments and meters, and design, manufacturing, sales, installation and maintenance services of complete sets of equipment

power generation, power sales and related technical services. (projects subject to approval according to law can only be operated after being approved by relevant departments)

2 Gansu Electric Equipment Group Industrial Automation Engineering Co., Ltd.

enterprise nature: limited company (sole proprietorship of legal person invested or controlled by non natural person)

registered capital: 200 million yuan

legal representative: Liu Jianguo

date of establishment: August 1, 2019

address: Gansu Internet

innovation and entrepreneurship building, 8th floor, B, G, f districts, No. 1119, nanbinhe Middle Road, Qilihe district, Lanzhou City, Gansu Province

business scope: mining The integration of electrical automation and intelligent control system in metallurgy, municipal public utilities, water affairs, power electronics, mechanical manufacturing, medical treatment, communication, information technology engineering and other fields, and the design, construction, operation and maintenance, management, consulting,

services and EPC of industrial electrical automation engineering, electromechanical automation engineering, and cultural industry equipment (Dance

machinery, lighting, sound, video) engineering. Technology development, technology transfer, technical consultation and technical services in the field of industrial automation equipment, electronic equipment and computer software technology. Sales of industrial automation equipment,

electrical equipment, mechanical equipment, communication equipment, water treatment equipment, electronic equipment, building materials,

stage equipment, lighting equipment, audio equipment, video equipment, computers and software (items subject to approval according to the

law can be operated only after being approved by relevant departments)

3 Gansu Electric Equipment Group Industrial Engineering Co., Ltd.

enterprise nature: limited company (its pressure value or tension value is always changing, and it is a legal person sole proprietorship invested or controlled by non natural persons)

registered capital: 100million yuan

legal representative: Liang Mingsheng

date of establishment: August 2, 2019

address: Room 203, second floor, office building, No. 215, nongnong alley, Chengguan District, Lanzhou City, Gansu Province

business scope: Industrial IOT industry scheme design and application; Industrial Information Engineering,

industrial intelligent engineering system integration overall solution development, design and application, integrated system

project construction management, operation and maintenance management, general contracting and system integration engineering technology, scheme consulting services; Digital (information) factory construction and maintenance; Enterprise equipment asset automation,

intelligent management and predictive maintenance; Industrial ai+ construction and service, automatic and intelligent optimization of factory manufacturing process; Smart factory construction and other production manufacturer solutions. Energy contract management

; General contracting of water treatment, energy conservation, environmental protection, chemical cleaning and other projects; General contracting of electrical engineering construction, power engineering design, consulting, electromechanical engineering equipment installation and general contracting; Wholesale and retail of machinery, electricity, gas, electronic products, metal materials, mechanical equipment, instruments and meters, and design, manufacturing, sales, installation and maintenance services of complete sets of equipment. (projects that attach importance to the environmental friendliness and safety of the whole process of research and development, production and use of new materials, which must be approved according to law, can be operated only after being approved by relevant departments)

4 Gansu Electrical Equipment Group smart city system engineering Co., Ltd.

enterprise nature: limited company (wholly owned by legal person invested or controlled by non natural person)

registered capital: 200 million yuan

legal representative: Gao Weidong

date of establishment: August 1, 2019

address: Gansu Internet

innovation and entrepreneurship building, 16/F, E2 District, No. 1119, nanbinhe Middle Road, Qilihe district, Lanzhou City, Gansu Province

business scope: urban public information platform, urban public foundation number 3 The tortuous process requires the construction of data base, network infrastructure, big data operation and management platform, intelligent integration engineering, and security technology prevention engineering in a stable movement Smart city construction projects such as smart transportation, smart healthcare, smart

Home Furnishings, smart parks, digital technology and people's livelihood, environmental protection, public safety, etc; Municipal comprehensive engineering and service engineering; Smart cultural facilities, video, conference, large screen

screen display, environmental lighting, intelligent lighting, sound and stage equipment engineering; Electrical components, instruments and complete sets of electrical equipment; The engineering construction, operation and maintenance management of the above businesses,

general contracting and system integration engineering, technology and scheme consulting services, and the engineering

system integration and product design, development, production, sales and services of the businesses involved. (items that must be approved according to law can only be operated after being approved by relevant departments)

(II) related to listed companies