Tongfu Microelectronics Co., Ltd.
Announcement of the 2018 Daily Related-party Trading Plan
The company and all members of the board of directors ensure that the contents of the information disclosure are true, accurate and complete, with no false records, misleading statements or major omissions.
First, the basic situation of daily connected transactions
(I) Overview of daily connected transactions Due to the normal needs of production and operation in 2018, Tongfu Microelectronics Co., Ltd. (hereinafter referred to as 'the company') intends to cooperate with Nantong Huada Microelectronics Group Co., Ltd. (hereinafter referred to as the 'Huada Group'). The transaction occurred in its related parties. On April 26, 2018, the second meeting of the sixth session of the board of directors held by the company examined and passed the Proposal on the Company's 2018 Annual Routine Related Party Transactions Plan, among which Mr. Shi Mingda, a related director, Mr. Shi Lei And Mr. Xia Xin evaded the vote.
According to Shenzhen Stock Exchange regulations, the amount of daily related party transactions planned between the company and Nantong Huada Microelectronics Group Co., Ltd. and its related parties does not exceed the scope of the Board's deliberation and approval, and does not need to be submitted to the shareholders meeting for deliberation.
(II) Projected daily related-party transaction plans in 2018:
Unit: RMB million related transaction category
Related Persons Related Party Transactions Content Related Party Transactions Pricing Principles Contract Signing Amount or Estimated Amount As of the Disclosure Day Amount Amount incurred in the previous year Amount Provided for the Company Nantong Huada Microelectronics Group Co., Ltd.
Guarantee fee Market price not exceeding 1000 0.00 696.00 Purchasing raw materials from related parties Beijing Dubok Non-ferrous Metal Solder Co., Ltd.
Purchasing materials Market price does not exceed 7100 1063.38 4586.40 Ningbo Hualong Electronics Co., Ltd.
Purchasing materials Market price does not exceed 4000 691.70 2856.92
Subtotal No more than 11100 1755.08 7443.32 Procurement of equipment and spare parts to related parties Nantong Shangming Precision Mould Co., Ltd.
Purchasing molds, spare parts
The market price does not exceed 1500 220.12 1119.83 Nantong Jintai Technology Co., Ltd.
Purchasing equipment, spare parts
The market price does not exceed 6400 364.19 2197.74 Tianjin Jinhaitong Automation Equipment Manufacturing Co., Ltd.
Purchasing equipment, spare parts
The market price does not exceed 7800 1611.21 3397.69
Subtotal no more than 15700 2195.52 6715.26
(III) The actual occurrence of daily related transactions in 2017 Related transaction categories
Associate Affiliate Transaction Content Actual Amount
Estimated amount Actually incurred proportion of similar business
(%) Difference between actual amount and expected amount
(%) Disclosure date and index guarantee for the company Nantong Huada Microelectronics Group Co., Ltd.
Guarantee fee 696.00 No more than 1000 100.00% 69.6%% 2017
April
On the 14th,
2017
Year 12
Published on www.cninfo.com
(http://www.chinf
O.com.cn) Purchasing raw materials from related parties Beijing Dubok Nonferrous Metal Solder Co., Ltd.
Purchasing Gold Wire 4586.40 No More than 8000 16.99% 57.33% Ningbo Hualong Electronics Co., Ltd.
Procurement Framework 2856.92 No more than 6000 5.33% 47.62% Purchasing equipment and spare parts from related parties Nantong Shangming Precision Mould Co., Ltd. Procurement of molds and spare parts
1119.83 No more than 5000 0.57% 22.40% Nantong Jintai Technology Co., Ltd. Purchase equipment and spare parts
2197.74 No more than 5000 1.12% 43.95% Tianjin Jinhaitong Automation Equipment Manufacturing Co., Ltd. Procurement Equipment and Spare Parts
3397.69 No more than 5000 1.73% 67.95% Statement of the Board of Directors on the actual occurrence and expected difference of daily related party transactions (if applicable)
The actual amount of daily related party transactions of the company in 2017 did not exceed the estimated amount, which was different from the expected amount. The main reason was that the company delayed purchases based on the actual production schedule.
The explanation of the actual occurrence and expected difference of the daily related party transactions of the company's independent directors (if applicable)
The independent directors verified that the company's 2017 annual related party transactions with Huada Group and its related parties were conducted in accordance with the principle of marketization, fair and reasonable, fair pricing, and no harm to the interests of the company and shareholders. The actual amount of daily connected transactions in 2017 was not The difference between the expected amount and the expected amount was mainly due to the fact that the company delayed purchases based on the actual production schedule.
Second, related people's introduction and relationship
(1) Basic information of related parties
1. Nantong Huada Microelectronics Group Co., Ltd.
Legal representative: Shi Mingda; Registered capital: RMB 20 million; Main business: Discrete
Device production, sales, packaging and testing. Registered address: No. 99 Zixi Road, Nantong City
As of December 31, 2017, the total assets of Huada reached 1,69.88 million yuan and net assets of 154.391 million yuan.
In 2017, the company realized operating income of 355.97 million yuan, operating profit of 1.74 million yuan, and net profit of 25.83 million yuan.
The above data has not been audited.
2. Nantong Shangming Precision Mould Co., Ltd.
Legal representative: Shi Lei; Registered capital: RMB 4 million; Main business: Main production and sales
Electronic special equipment, electronic components, testing instruments, tools and molds; registered address: Xinghuda, Nantong Development Zone
1692
As of December 31, 2017, Nantong Shangming had total assets of RMB 20,500,000 and net assets of RMB 16.68 million.
The operating income in 2017 was 24.85 million yuan, the operating profit was 4.82 million yuan, and the net profit was 3.57 million yuan. The above data have been audited.
3. Beijing Dubbo Non-Ferrous Metal Solder Co., Ltd.
Legal representative: Zhang Sheng; Registered capital: RMB 58 million; Business scope: Undertake domestic industrial gold wire, film, foil materials processing business; Process silver, copper, alloy (Processing limit Beiyuan, Chaoyang District, Beijing Building No.40, Building No.6, 1st Floor, East Side); Technology Development, Consulting, Service, Transfer; Sales of Building Materials, Hardware, Electricity, Machinery and Equipment, Electronic Products. Registered Address: Xinjiekou, Xicheng District, Beijing
Main Street No. 8.
As of December 31, 2017, Beijing Dabo's total assets were 263.75 million yuan and net assets were 118.17 million yuan.
Yuan, 2017 achieved operating income of 76.264 million yuan, operating profit of 772 million yuan, and net profit of 6.42 million yuan.
The above data has not been audited.
4. Ningbo Hualong Electronics Co., Ltd.
Legal representative: Chen Yalong; Registered capital: RMB 75 million; Business scope: Electronic element
Parts, relay accessories, electroacoustic accessories, connectors, electrical accessories, semiconductor device and semiconductor components special materials development and production, electronic components, mold manufacturing, processing; registered address: No. 68, Changyuan Road, Dongqian Lake Industrial Zone, Ningbo City .
As of December 31, 2017, Ningbo Hualong had total assets of 74.76 million yuan and net assets of 15695 million.
Yuan, 2017 achieved operating income of 298.24 million yuan, operating profit of -7.6 million yuan, net profit of -707.000 million yuan. The above data have not been audited.
5. Nantong Jintai Technology Co., Ltd.
Legal representative: Shi Lei; Registered capital: USD 1 million; Business scope: Electronic special equipment, automation equipment and spare parts, testing equipment, research and development and processing of tooling, sales, software development services and integrated circuit design, technology Consulting services. Registered address: Room 201, front floor, No. 1, Chongchuan Road, Chongchuan Development Zone, Nantong City.
As of December 31, 2017, Nantong Jintai had total assets of 25.62 million yuan and net assets of 2013 yuan.
The operating revenue in 2017 was 21.32 million yuan, the operating profit was 2.51 million yuan, and the net profit was 2.08 million yuan. The above data were audited.
6. Tianjin Jinhaitong Automation Equipment Manufacturing Co., Ltd.
Legal representative: Cui Xuefeng; Registered capital is RMB 13.3362686 million; Business scope:
Manufacturing of motion control system devices; processing of electronic components; semiconductor equipment, mechatronics technology development, consulting, services, transfer; electronic components, mechanical equipment, mechanical parts, communication equipment wholesale and retail;
Import and Export of Goods and Technologies; Machinery and Equipment Leasing. Registered Address: Haitai West Road, Huayuan Industrial Zone, Tianjin
18th North 2-504 Industrial Incubation-2.
As of December 31, 2017, the total assets of Jin Haitong were 133.17 million yuan and net assets of 105.14 million yuan.
In 2017, operating income was 65.54 million yuan, operating profit was 11.85 million yuan, and net profit was 100.75 million yuan. The above data were unaudited.
(B) The relationship with the company
1. Huada Group is the controlling shareholder of the company and it complies with the “Stock Listing Rules of Shenzhen Stock Exchange” 10.1.3
Clause (1) of the article stipulates the related legal person.
2. Nantong Jintai is a holding subsidiary of Huada Group and is in compliance with the "Stock Listing Regulations of Shenzhen Stock Exchange".
The provisions of Article 10.1.3 (2) on related legal persons.
3. Nantong Shangming, Beijing Dubbo, Ningbo Hualong, and Jinhaitong are equity participation companies and indirect investment companies of Huada Group. The company's directors and their immediate family members, senior management personnel of the company are directors and supervisors of the above companies, and are in compliance with Shenzhen Securities Exchange. Regulation (3) of Article 10.1.3 of the Stock Listing Rules concerning the related legal person.
(III) Analysis of performance ability
The above related parties are companies that continue to exist in accordance with the law. The production and operations are normal and they have the ability to perform.
Third, the main contents of related party transactions
(I) Pricing policy and pricing basis of related party transactions
1. Taking into account the guarantee risk assumed by Huada Group, as a result of the guarantee for the company, Huada Group Bank
The decline in credit rating, etc., and reference to market-based guarantee rates. Since 2010, the company has paid guarantee fees to Huada Group at 1% of the actual amount of guarantees.
2. The transactions between the company and Nantong Shangming, Beijing Dubbo, Ningbo Hualong, Nantong Jintai and Jinhaitong shall be determined by both parties in accordance with the market economy and the principle of fair pricing. The contract shall be signed and executed according to the contract.
The company and its subsidiaries will strictly abide by the relevant provisions of the “Articles of Association” and the “Affiliates Related Measures” to ensure the fairness of related transactions.
(II) Signing of related transaction agreements
1. "Guarantee Agreement"
In the range of daily connected transactions approved by the 2017 annual general meeting of shareholders, the company will cooperate with the Huada Group.
By signing the “Guarantee Agreement.” The agreement stipulates that Huada Group will provide guarantees for the company’s financing of not more than RMB 1 billion in 2018; the company shall, after the end of 2018, follow the occurrence of the financing guarantee provided by the company in 2017 for the company. 1% of the amount, to the Huada Group to pay guarantee fees, the total guarantee fee does not exceed 10 million yuan.
2. Purchase and Sale Agreement
(1) In March 2017, the company and Nantong Shangming renewed the “Purchase and Sale Agreement.” Agreement, Nantong
Shang Ming sells mold spare parts and equipment spare parts to the company according to the company's specific requirements for model, specifications, quantity, and quality. The agreement is valid for 3 years.
3. "Basic contract"
(1) On March 28, 2016, the company signed a "Basic Contract" with Beijing Dubbo.
Jingdabo sells gold wire at a fair market price according to the company's specific requirements for model number, specifications, quantity, delivery date, etc. The contract is valid for 5 years. If the parties do not raise any objections within 2 months before the expiry of the contract. , The validity of the contract is automatically extended by 1 year.
(2) On March 28, 2016, the company signed a "Basic Contract" with Ningbo Hualong. The contract stipulated that:
In accordance with the company's specific requirements for models, specifications, quantities, delivery dates, etc., Bohwaon sells the framework to the company at a fair market price. The contract is valid for 5 years. If there is no objection from both parties within 2 months before the expiration of the contract, The validity of the contract is automatically extended by 1 year.
(3) On March 4, 2017, the company signed “Basic Contract” with Nantong Jintai, and the agreement
On the premise of fairness and voluntariness, Nantong Jintai will, according to the company's specific requirements for model, specification, quantity, and quality standards, and sell equipment spare parts to the company according to fair market prices. The contract is valid for 2 years and the contract expires.
Within the first 2 months, if no objection is raised by both parties, the validity period of the contract is automatically extended by 1 year.
(4) In June 2017, the company signed a "Basic Contract" with Jin Haitong. The agreement is that
Under the premise of willingness, Jin Haitong will sell equipment and spare parts to the company according to the specific requirements of the company and its subsidiaries on the models, specifications, quantities, and quality standards, and based on fair market prices. The contract is valid for 2 years. Contract period
Within two months before the full time, if neither party raises an objection, the validity period of the contract is automatically extended by one year.
The company will implement the aforementioned "guarantee agreement", "purchase agreement", and "basic contract" within the range of daily related party transactions approved by the 2017 annual general meeting of shareholders. IV. The purpose of the related party transactions and the impact on the company
1. Huada Group provides financing guarantee for the company, which is conducive to the smooth implementation of the company's bank financing plan.
2. The related transactions between the company and its subsidiaries and the above-mentioned related parties are indeed based on the needs of business operations, which will help widen the company's procurement channels, reduce the risks caused by the over concentration of certain materials, equipment, and spare parts suppliers. The company's bargaining power.
In the "Articles of Association," the company made corresponding provisions on the power and procedure for making related party transactions, and formulated the "Regulations on Related Party Transactions" to further standardize the decision-making procedures for related transactions, and detailed the daily management of related party transactions.
The company and its subsidiaries are independent of the controlling shareholder and other related parties in terms of business, personnel, assets, organization, finance, etc. They have a complete business system and the ability to operate independently in the market. The company and its subsidiaries have occurred with the above related parties. Related-party transactions are indeed based on the needs of business operations. Related-party transaction agreements are made on the basis of equality between both parties and market economy principles. Transactions are fairly priced, fair and reasonable. The above related-party transactions do not affect the independence of the company and its subsidiaries, nor harm the company and The legitimate interests of other non-associated shareholders.
V. Independent Directors' Comments
1, independent directors prior approval of independent opinions
The daily related transactions in the company in 2017 are the normal business activities of the company. The transaction price is based on
The market price is fair and reasonably determined. There is no situation that harms the interests of the company and all shareholders. The company has communicated with us in advance the 2018 annual related-party transaction plan. We believe that the above-mentioned related-party transactions are based on the needs of both parties' production and operation. It is reasonable that, if necessary, the transaction is priced according to the market, the transaction price is determined by the parties and is fully negotiated with reference to the market price, and the principle of openness, fairness and fairness is followed. There is no situation that harms the interests of the company and non-associated shareholders. We agree to The "Proposal on the Company's 2018 Annual Routine Related Party Transaction Plan" was submitted to the company's sixth meeting of the second board of directors for deliberation.
2, Independent opinions issued by independent directors
After reviewing the relevant materials and inquiring the directors, management and relevant personnel of the company about the relevant situation, they issued the following independent opinions on the “Proposal on the Company's 2018 Annual Routine Related Party Transactions” reviewed by the second meeting of the sixth board of directors of the company. :
The related transactions between the company and Nantong Huada Microelectronics Group Co., Ltd. and its related parties are based on
The need for business operations, the related transaction agreement is based on the equality of both parties and market economy principles, the transaction pricing is fair, fair and reasonable. The above related transaction does not affect the independence of the company, nor harm the legitimate interests of the company and other non-associated shareholders.
Sixth, for reference documents
1. Resolutions of the 2nd meeting of the 6th Board of Directors of the company;
2. The Independent Director's independent opinion on the prior approval of the second meeting of the Sixth Board of Directors;
3. Special explanations and independent opinions of independent directors on the related matters of the second session of the sixth session of the Board of Directors;
4, daily related transaction related agreements.
Tongfu Microelectronics Co., Ltd. Board of Directors
April 26, 2018