Stock Code: 002 105 securities referred to: Nobutaka Industry Announcement Number: 2016-015
HL CORP(SHENZHEN) , Ltd.
2016 daily connected transactions
The Company and all members of the Board of Directors to ensure the information disclosed is true, accurate and complete, not false, misleading statements or material omissions.
HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as: the Company) to be business development needs, the planned 2016 related party transactions between related parties and the proposed annual preparation of the "related party transactions daily HL CORP(SHENZHEN) , Ltd. 2016 Annual", and the fourth director of the Fifteenth meeting "related party transactions daily HL CORP(SHENZHEN) , Ltd. 2016 annual" drew company April 13, 2015 meeting of the consideration, associated director Liao Jin, Liao Lake Liaoxue Sen, Liao Beijun, Jiang Shaogang after five avoidance may participate in the vote of six non-associated directors, it has reached half of all the directors. Six non-associated directors unanimously adopted a vote "on the 2016 annual routine related party transactions," the motion. The independent directors agreed to the above related party transactions, and issued a separate opinion that: the company based on the actual operations required to carry out related party transactions with related parties, related party transactions in accordance with the principles of fair market price, the board convened and held deliberations, voting procedures comply with the relevant laws , regulations and the "Articles of association", the damage to the company and the non-associated shareholders does not exist.
This proposal will be submitted to the shareholders' meeting for consideration and approval after the entry into force. Above routine associated transactions associated shareholders interested, "Lee Tian Development Co." will give up at the shareholders meeting vote on the motion, abstained from voting. The company plans in 2016 related party transactions daily situation as follows:
I. Summary of related transaction
Category of related party transactions
Breakdown by product or service
Associates
2016 contract amount or estimated amount (million)
Total amount (million) actually occurred last year
Proportion in the same transaction amount
Procurement of raw materials
Parts
HL CORP car expected Industry Co., Ltd.
300
428
0.37%
Sales Products
Bike accessories, sports equipment
HL CORP car expected Industry Co., Ltd.
2,000
2656
1.95%
Collection of money
Financial dealings
HL CORP car expected Industry Co., Ltd.
300
71
0.05%
Pay the purchase price
Financial dealings
HL CORP car expected Industry Co., Ltd.
800
908
0.95%
Second, the association and the association
1, the basic situation
HL CORP car expected Industrial Co., Ltd. (referred to as "Taiwan Nobutaka") was established in February 26, 1976, the Registrar of Companies: Hukou Township, Hsinchu County, Hsinchu Industrial Area Guangfu Road 18, the legal representative for Mr. Liao Xuejin. Mainly engaged in import and export trade of Taiwan and a small bicycle seat tube, handlebar risers and production operations, capital of NT $ 15,000 million, approximately equivalent to RMB 3,048.00 million. Taiwan Nobutaka discount off the total assets of RMB 31 December 2015 of 18,280.75 million, net assets of RMB 9,259.35 million, 2015 annual main business income of RMB 14,237.50 off yuan, net profit off 5.5629 million yuan (Unaudited ).
2, the relationship with the Company
Mr. Liao Xuejin by WISE CENTURY GROUP LIMITED holds 55.92% stake in Li Tian controlling shareholder of the Company in Hong Kong, the actual controller of the company, Taiwan Nobutaka is the Company actual control of Mr. Liao Xuejin control, so the Company and Taiwan Nobutaka same by the actual controller Liao gold control.
3, performance analysis capability
Taiwan Nobutaka normal financial operations, financial condition is better, with the ability to perform.
4, the total amount of all kinds of daily related transactions associated with that person's
(1) The company expects 2016 daily associated with the procurement of Taiwan Nobutaka total no more than 300 million;
(2) the company expects 2016 total Taiwan Nobutaka daily sales associate does not exceed $ 20 million.
(3) the total amount of 2016 daily connected transactions of the Company Taiwan Nobutaka collection of money not exceeding 300 million yuan.
(4) the total projected 2016 daily connected transactions of the Company Taiwan Nobutaka pay the purchase price of no more than 800 million yuan.
Third, the main contents of related party transactions
1, the company to Taiwan Nobutaka commissioned raw material purchasing price was based on "trust HL CORP car expected Industry Co., Ltd. procurement of raw materials and machinery equipment contracts" in the agreed pricing signed by both parties in principle be determined on the basis of the purchase cost of the additional 2% (Taiwan Nobutaka not bear transport freight, ocean freight, insurance and customs fees to the middle part of the cost) or 6% (Taiwan Nobutaka bear freight transportation, ocean freight, insurance and customs fees to the middle part of the cost) of fees. Above related purchase agreement by the 2013 Annual General Meeting, and implemented in actual transactions.
2, the company sold products to Taiwan Nobutaka prices at market price according to product sales when. Above are to be determined at pricing basis with Taiwan Nobutaka signed the "letter of commission long car expected Ltd. Industrial product sales contract", the association said sales agreement by the 2013 Annual General Meeting, and implemented in actual transactions.
3, Taiwan Longti letter to its customers part of the collection of money in Taiwan and Taiwan to supply Shang to pay the purchase price.
Fourth, the purpose and impact of related party transactions of listed companies
1. Necessity of related party transactions, persistence, is expected to continue causes of such related party transactions, the selection and related party transactions:
(1) Purchase of raw materials to Taiwan Nobutaka
Company purchasing raw materials to Taiwan Nobutaka main reasons: first, the company has procurement needs to Taiwan because the mainland part of the raw material suppliers in the number, size and quality of the company can not meet the requirements needed. Secondly, the company in Taiwan has not yet established subsidiaries and affiliates, and the company purchased a wide variety of raw materials, a single material demand is small, and the supplier is more dispersed, and some vendors no import and export business, so the company through Taiwan Nobutaka part of a unified procurement of raw materials needed for the production, not only can improve procurement efficiency, but also can reduce procurement costs. The related purchase will persist in the next longer period of time.
(2) sales to Taiwan Nobutaka
Taiwan bicycle vehicle assembly plant for bicycle spare parts demand more varieties, and the general use of JIT (timely delivery) of procurement. As the Company in Taiwan has not yet set up subsidiaries and affiliates, and Taiwan Nobutaka qualified bonded warehouses, so the company by Taiwan Nobutaka sell to local OEMs, both from customers to import duties, lowering import customers costs, but also small batches timely supply to meet customer needs. The sales associate will persist in the next longer period of time.
(3) Taiwan Nobutaka collection, pay the purchase price of the reasons
① The company in Taiwan has not yet established subsidiaries and affiliates.
② Taiwan customer transactions is customary to offer NT.
③ Taiwan customer's payment habits is a check payment, the current general customer transactions conditions monthly 90 days, the customer by check to pay to Taiwan Nobutaka, Taiwan Nobutaka the checks rolling into the bank, cashed before remitting the Company this way the company's accounts receivable is a safeguard.
④ of the Company Long letter to Taiwan Taiwan suppliers purchasing accessories, also from Taiwan Nobutaka behalf advance by check payable to suppliers.
These payments and receipts, and pay the balance after Taiwan Nobutaka timely payment in full will be remitted to the balance of the company, there is no doubt of the funds used. Our current foreign exchange to write off more than 90% are written off in full, the company is financially completely independent. In addition to some customers in Taiwan, the other customers have direct remittance to our bank in Shenzhen. The related collection, and payment transactions are expected to continue in the next longer period of time.
2. Related transaction price fairness
(1) Related Purchase: When Taiwan Nobutaka the Company to purchase raw materials do not need to bear the freight transport, ocean freight, insurance and customs fees when the cost of intermediate links, plus 2% of the company to Taiwan Nobutaka their purchase price payment (2% the fee includes work required utilities, communications, transportation costs and rents, etc.). When Taiwan Nobutaka the Company to purchase raw materials required to bear the freight transport, ocean freight, insurance and customs fees when the cost of intermediate links, plus 6% of the Company's payment to Taiwan Nobutaka their purchase price. According to the Company's statistics, Taiwan Nobutaka need to take in the procurement of raw materials, the Company's freight transport, ocean freight, insurance and customs fees intermediate links costs account for 4-5% of the level of raw material costs to their purchase, in accordance with fair visibility related purchase market pricing principles.
(2) Related Sales: Taiwan Nobutaka company with 2015 annual sales of products associated with third-party sales price and price comparison are as follows:
currency: RMB
No.
Product Specifications
Customer Code
Ship Date
Selling price
1
Driver NR-AL-14 W: 610 AL H.A.S
Taiwan Nobutaka
2015-12-29
13.82
Third-party
-
12.91 ~ 13.93
2
Riser HS-C80-5 (ISO-C) E: 80 * 180
Taiwan Nobutaka
2015-11-18
13.27
Third-party
-
12.42 ~ 13.46
3
Riser TDS-A169-8 E: 155/200
Taiwan Nobutaka
2015-07-11
35.2
Third-party
-
34.24 - 39.3
4
Seatpost SP-C207 (ISO-M) Φ27.2 * 350 * 2.6
Taiwan Nobutaka
2015-12-12
13.89
Third-party
-
12.55 ~ 14.60
5
Seatpost SP-C212 (ISO-M) Φ27.2 * 300 * 2.6
Taiwan Nobutaka
2015-12-12
14.78
Third-party
-
13.84 ~ 17.09
6
+ Beam seat quick release AT-101 + SQR-115 Φ35.0 * Φ33.8
Taiwan Nobutaka
2015-06-30
3.80
Third-party
-
3.19 ~ 4.30
7
Fork 525 (AMS) ML / O-29 "Φ28.6 * Φ25.4 * 260L * 0T
Taiwan Nobutaka
2015-12-19
117.65
Third-party
-
113.44 ~ 120.66
8
Scooter Z-288
Taiwan Nobutaka
2015-01-19
186.66
Third-party
-
186.66 ~ 187.70
The table shows the Company's sales to Taiwan Nobutaka product prices and sales to third parties remained the same, showing related sales pricing in accordance with the principles of fair market. Company of the Year 2016 will consistently comply with the principle of fair market sales of products related to price.
The company to Taiwan Nobutaka sourcing some raw materials and sales of related products by Taiwan Nobutaka the collection, paying customers and suppliers payment part of Taiwan, will help the company consolidate and develop Taiwan's lines of business, or more related transactions did not harm listed the company's situation.
3, the company said related procurement and related sales accounted for a smaller proportion of similar transactions, the 2015 annual procurement accounting for 0.37% of total purchases from Taiwan letter Lung Association, 1.95 percent of sales to Taiwan letter Lung Association total sales amount. Taiwan letter Longti the company's collection, 0.05% and 0.95% of the total annual payment and payment only 2015 total annual receipts. Will not affect the company's independence, the company's main business is not a result of such transactions on the association formed dependent people.
Five independent directors and independent advice prior approval
Independent directors prior approval of the above transaction, issued a separate opinion and agreed that: based on the actual operation of the company required to carry out related party transactions with related parties, related party transactions in accordance with the principles of fair market price, the board convened and held deliberations, voting procedures in line with relevant laws, regulations and the "Articles of association", the damage to the company and the non-associated shareholders does not exist.
Special announcement.
HL CORP(SHENZHEN) , Ltd. Board of Directors
April 15, 2016