Shandong Haomai Machinery Technology Co., Ltd

Shandong Haomai Machinery Technology Co., Ltd.

Shandong Haomai Machinery Technology Co., Ltd.

China Securities Journal

securities code: 002595 securities abbreviation: Announcement No.:

Shandong Haomai Machinery Technology Co., Ltd.

announcement on the prediction of daily connected transactions in 2019

the company and all members of the board of directors guarantee the authenticity of the information disclosure Accurate and complete, without false records, misleading statements or major omissions

I. Basic information of daily connected transactions

(I) overview of daily connected transactions

on January 3, 2019, Shandong Haomai Machinery Technology Co., Ltd. (hereinafter referred to as "the company") held the ninth meeting of the Fourth Board of directors, considered and passed the proposal on the prediction of daily connected transactions in 2019, and related directors Zhang Gongyun, Zhang Yan, Shan Jiqiang, Gong yaoyu, Zhang Wei and Qiu Xianlu avoided voting, The bill was passed by 3 votes in favor, 0 against and 0 abstention. The independent directors and the board of supervisors of the company have expressed their independent opinions and special opinions on this matter. The proposal still needs to be submitted to the first extraordinary general meeting of shareholders in 2019 for deliberation, and related shareholders Zhang Gongyun, Liu Shengjun, Shan Jiqiang, Gong yaoyu, Zhang Wei, Zhang Yan, Qiu Xianlu, etc. will withdraw from voting

the company's daily related party transactions are mainly the purchase of raw materials, fuel and power from related parties, the provision of labor services to related parties, the acceptance of labor services provided by related parties, and the sale of products and commodities to related parties. It is estimated that the related parties involved in related party transactions with the company in 2019 are mainly Shandong Haomai Machinery Manufacturing Co., Ltd. (hereinafter referred to as "Haomai manufacturing"), Gaomi Haojia Gas Co., Ltd. (hereinafter referred to as "Haojia gas") Shandong Haomai Heavy Industry Co., Ltd. (hereinafter referred to as "Haomai heavy industry"), Shandong Rongtai Induction Technology Co., Ltd. (hereinafter referred to as "Rongtai technology"), Gaomi Tongchuang valve core Co., Ltd. (hereinafter referred to as "Tongchuang valve core"), the total amount of related party transactions is expected to not exceed 850.5 million yuan, and the total amount of similar transactions actually occurred in 2018 is 49.10714 million yuan

(II) estimated category and amount of daily connected transactions

unit: RMB 10000

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(III) actual occurrence of daily connected transactions in 2018

unit: RMB 10000

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note: "actual amount of money incurred in 2018" is preliminary statistical data, which has not been audited

II. Introduction to related parties and related relationships

(I) basic information

1. Shandong Haomai Machinery Manufacturing Co., Ltd.

legal representative: Zhang Gongyun

registered capital: 200 million yuan only

main business: design, manufacture and sales of special mechanical equipment, pressure vessels, oil and gas processing equipment, compressors and complete sets of equipment, chemical equipment, water treatment and environmental protection equipment and various supporting parts, And provide relevant installation, commissioning and after-sales services; Manufacturing and selling mechanical parts, auto parts, nuclear power equipment parts, rail transit facilities parts, oil drilling and production equipment parts; Computer software and hardware development, sales and technical services; Network technology promotion and consulting services; To engage in the import and export of goods within the scope permitted by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)

address: Haomai Industrial Park, No. 5655, Kangcheng street, Gaomi Economic Development Zone, Weifang City, Shandong Province

as of December 31, 2017, the total assets of Haomai manufacturing were 1289.1846 million yuan, and the net assets were 568.07 million yuan. In 2017, the main business income was 1223.36 million yuan, and the net profit was 172.1042 million yuan (the above data were Unaudited)

as of November 30, 2018, the total assets of Haomai manufacturing were 151.12135 million yuan, and the net assets were 70.22786 million yuan (the above data were Unaudited)

2. Gaomi Haojia Gas Co., Ltd.

legal representative: Liu Wei

registered capital: ten million yuan only

main business: pipeline natural gas (the term of validity is subject to the gas operation license). Sell gas appliances. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)

address: the west head of Huayuan street, Chaoyang Street, Gaomi City, Weifang City, Shandong Province

as of December 31, 2017, Haojia gas had total assets of 99.0485 million yuan and net assets of 27.8363 million yuan. In 2017, it achieved a main business income of 112.4175 million yuan and a net profit of 4.9418 million yuan (the above data have not been audited)

as of November 30, 2018, Haojia gas had total assets of 72.435 million yuan and net assets of 44.0312 million yuan (the above data have not been audited)

3. Shandong Haomai Heavy Industry Co., Ltd.

legal representative: Wei Xiaohui

registered capital: 70 million yuan only

main business: design and sales of oil refining and chemical equipment, general mechanical equipment, oil and gas exploration equipment, oil and gas processing equipment (excluding special equipment above); Housing rental services; Property management services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)

address: No. 99 Binhai Road, Rizhao Economic and Technological Development Zone, Rizhao City, Shandong Province

as of December 31, 2017, Haomai heavy industry had total assets of 104.5161 million yuan and net assets of 65.6271 million yuan. In 2017, it achieved a main business income of 12.1435 million yuan and a net profit of -1.0775 million yuan (the above data have not been audited)

as of November 30, 2018, Haomai heavy industry had total assets of 95.3974 million yuan and net assets of 67.3001 million yuan (the above data have not been audited)

4. Shandong Rongtai Induction Technology Co., Ltd.

legal representative: Qiu Xianlu

registered capital: 10 million yuan only

main business: production of industrial electric furnaces, high and medium frequency equipment, electrical automation equipment, mechanical engineering supporting facilities; Wholesale and retail: heat treatment equipment and accessories, testing instruments and meters; Goods import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)

address: No. 9, Zhengtai Road, Fangzi District, Weifang City (in Shandong surveying and mapping Geographic Information Industrial Park)

as of December 31, 2017, the total assets of Rongtai technology were 52.9314 million yuan, and the net assets were 33.5287 million yuan. In 2017, the main business income was 58.2283 million yuan, and the net profit was 1.008 million yuan (the above data were Unaudited)

as of November 30, 2018, the total assets of Rongtai technology were 68.2777 million yuan, and the net assets were 34.9963 million yuan (the above data were Unaudited)

5. Gaomi Tongchuang valve core Co., Ltd.

legal representative: Li Jian

registered capital: five million yuan only

main business: production and sales of valves and valve cores; Produce fruit vinegar, oil lamps, fragrant flower bags, decorative salt, decorative oil (the above does not include food supplies); machining; Import and export trade of goods related to the products of the enterprise. The above items whose business scope must be approved according to law can only be carried out after being approved by relevant departments

address: No. 1908, Fenghuang Street (West), Liquan street, Gaomi City, Weifang City, Shandong Province

as of December 31, 2017, the total assets of Tongchuang valve core were 65.1592 million yuan, the net assets were 9.6990 million yuan, and the construction of the industry wide innovation system with enterprises as the main body was accelerated. In 2017, the main business income was 63.7117 million yuan, and the net profit was 817400 yuan (the above data were Unaudited)

as of November 30, 2018, the total assets of Tongchuang valve core were 78.8189 million yuan, and the net assets were 12.9844 million yuan (the above data were Unaudited)

(II) relationship with the company:

1 Haomai Group Co., Ltd. holds 100% of the equity of Haomai manufacturing, and Mr. Zhang Gongyun holds 95.05% of the equity of Haomai Group Co., Ltd. and is the actual controller of Haomai manufacturing. Haomai manufacturing and the company are controlled by the same actual controller, which complies with article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange. Haomai manufacturing has an associated relationship with the company

2. Haomai Group Co., Ltd. holds 53.5% equity of Haojia gas, and Mr. Zhang Gongyun holds 95.05% equity of Haomai Group Co., Ltd. and is the actual controller of Haojia gas. Haojia gas and the company are controlled by the same actual controller, which complies with article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange. Haojia gas has an associated relationship with the company

3. Haomai Group Co., Ltd. holds 100.00% of the equity of Haomai heavy industry, and Mr. Zhang Gongyun holds 95.05% of the equity of Haomai Group Co., Ltd., which is the actual controller of Haomai heavy industry. Haomai heavy industry and the company are controlled by the same actual controller, which complies with article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange. Haomai heavy industry has an associated relationship with the company

4. Haomai Group Co., Ltd. holds 68.00% of the equity of Rongtai technology, and Mr. zhanggongyun holds 95.05% of the equity of Haomai Group Co., Ltd. and is the actual controller of Rongtai technology. Rongtai technology and the company are controlled by the same actual controller, which complies with article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange. Rongtai technology has an associated relationship with the company

5. Haomai Group Co., Ltd. holds 51.00% of the equity of Tongchuang valve core, and Mr. Zhang Gongyun holds 95.05% of the equity of Haomai Group Co., Ltd. and is the actual controller of Tongchuang valve core. Tongchuang valve core and the company are controlled by the same actual controller, which complies with the provisions of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange. Tongchuang valve core is associated with the company

(III) analysis of performance capacity:

Haomai manufacturing, Haomai heavy industry, Haojia gas, Rongtai technology and Tongchuang valve cores are all existing according to law, with normal production and operation, good financial condition and good performance capacity

III. main contents of related party transactions

(I) pricing policy and basis of related party transactions

1 Main contents of related party transactions. The above related party transactions follow the principle of fair and reasonable pricing, and the specific pricing methods are as follows:

the price of transactions between related parties is determined by referring to the market price when there is a market comparable price. When there is no market comparable price, the market price or cost plus pricing of a comparable independent third party is taken as the reference standard, and the parties sign the transaction framework agreement according to the principles of voluntariness, equality and mutual benefit, And ensure that the price of products provided by each other does not deviate from the price of third parties; The transaction price is calculated according to the agreed price and the actual transaction quantity, and the payment arrangement and settlement method refer to the industry recognized standards or the contract. The company will follow the principles of openness, fairness and impartiality, and conduct transactions with related parties in accordance with the principles of voluntariness, equality and mutual benefit

2. Signing of related party transaction agreement. On January 3, 2019, the company (Party B) signed the framework agreement on daily connected transactions in 2019 with Haomai manufacturing, Haojia gas, Haomai heavy industry, Rongtai technology and Tongchuang valve cores respectively. This Agreement shall be established from the date of signing and sealing by the legal representatives or authorized representatives of both parties, and shall take effect from the date of deliberation and approval by Party B's general meeting of shareholders. Valid until December 31, 2019

IV. purpose and impact of related party transactions on listed companies

transactions between the company and related parties are based on daily production and operation needs, which helps to provide better services to customers, stabilize the company's production and sales, and achieve the sustainable development of the company. Above off