Securities code: 000695 securities abbreviation Tianjin Binhai Energy & Development Co.Ltd(000695) Announcement No.: 2022-018 Tianjin Binhai Energy & Development Co.Ltd(000695)
Forecast announcement of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Whereas Tianjin Binhai Energy & Development Co.Ltd(000695) (hereinafter referred to as the “company”) and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. (hereinafter referred to as the “publishing group”) have a large number of related party business transactions every year, both parties intend to sign a framework agreement on daily related party transactions in 2022, which mainly includes (Party A refers to the group, and Party B refers to the company):
1. Related business transactions: Party A and its subordinate enterprises entrust Party B’s holding subsidiary to print and process teaching materials, teaching aids and other books.
2. Paper trade: Party A and its subordinate enterprises purchase paper from Party B’s holding subsidiary.
3. Related lease: Party B and its holding subsidiaries rent houses and other assets under the name of Party A’s subordinate enterprises from Party A’s subordinate enterprises, and share the expenses of the jointly leased business premises.
It is estimated that the total amount of related party transactions in 2022 will be RMB 181 million, including printing business (with paper processing) of RMB 155 million, paper trade of RMB 25 million and leasing and related business of RMB 1 million. The specific amount of related party transactions shall be subject to the amount agreed in the corresponding transaction contract signed by the relevant parties, and follow the pricing principle agreed in this agreement.
The board of directors of the company held the 14th meeting of the 10th board of directors on February 9, 2022
At the meeting, the company had 9 directors and 9 directors attended the meeting. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. After deliberation, the meeting adopted the following resolution:
The company and Tianjin Northern United Publishing & Media (Group) Company Limited(601999) Group Co., Ltd. signed a daily association agreement for 2022
Proposal on the transaction framework agreement.
The above proposal is a related party transaction, and the related director Mr. Wei Wei avoided voting. The independent director gave his prior approval opinions and independent opinions on the related party transaction.
According to the provisions of the Listing Rules of Shenzhen Stock Exchange, this transaction still needs to be approved by the general meeting of shareholders, and the related shareholders who have an interest in the related transaction will avoid voting.
(II) estimated category and amount of daily connected transactions
As of disclosure
Related party transaction related party transaction related party transaction contract signing amount or amount occurred on the date of related party transaction, amount occurred in the previous year, estimated amount based on the price tolerance principle (10000 yuan) amount (10000 yuan) (10000 yuan)
National verification standard of entrusted printing industry
Publishing Group business to related parties (including paper standard or market 15500 5475.19, processing by subordinate enterprises selling goods) 566.92
Market oriented principle of paper trade in the provision of labor services 2500 0
Purchase goods
Subtotal — 18000 566.92 5475.19
Related party leasing and marketization principles of publishing group 100 0 104.46
Rent related businesses of subordinate enterprises from related parties
enter
Subtotal — 100 0 104.46
Total 18100 566.92 5579.65 note: due to the overall arrangement of the publishing group for the printing of teaching materials, teaching aids and other books of each subordinate unit, as well as the capacity distribution of the company’s holding subsidiaries, it is difficult to accurately estimate the transaction amount between each unit, Therefore, the above daily connected transactions are consolidated and presented with the same actual controller. The amount incurred as of the disclosure date has not been audited.
(III) actual occurrence of daily related party transactions in the previous year
Actual occurrence
The difference period between the expected amount of the actual amount of the related party transaction and the amount of the related party capacity of the transaction on the expected disclosure date (10000 yuan) (10000 yuan) and the amount of similar industries and the proportion of claims (%)
（％）
History Teaching Society (Tianjin) commissioned printing 6.67 0.01%
limited company
Entrusted printing of Tianjin People’s Art Publishing 107.88 0.23%
Social Security Co., Ltd
Entrusted printing of Tianjin Renmei culture communication 11.91 0.03%
limited company
Printing entrusted by Baihua Literature and Art Publishing House 183.17 0.39%
(Tianjin) Co., Ltd
Tianjin People’s Publishing House commissioned the printing of 213.29 0.45% to the customs Co., Ltd. in 2021. On March 25, the joint party Tianjin Ancient Books Publishing House published a daily magazine, and the Sales Co., Ltd. commissioned the printing of 180.63 0.38% to the tide merchants Article 5475 0.0035% information network provides Labor Agency Co., Ltd. with 79.66 0.17% of Tianjin Science and Technology Publishing Commission printing 2021 Tianjin Education Press has entrusted printing 3123.34 6.58% of the annual daily limit company, which is often associated with the entrusted printing of Tianjin Xinhua Bookstore 160.05 0.34% of the transaction pre business development department Announcement Xinlei Publishing House (Tianjin) entrusted printing 1367.43 2.88%
limited company
Entrusted printing of Tianjin Science and technology translation and publishing 41.18 0.09%
limited company
Subtotal – 5475.19 11.54%
From Tianjin Beiyang audio and video publishing house rental 104.46 150 8.19% – 30.36%
Lianfang society Co., Ltd
Total rent in – 5579.65 5625 – 0.81%
The board of directors of the company explained that there was no significant difference between the actual amount of daily related party transactions in 2021 and the expected amount.
The company’s independent directors are not applicable to the actual issuance of daily connected transactions.
Description of the large difference between the health situation and the expectation
Note: the actual amount in 2021 in the table has not been audited, and the final data will be disclosed in the 2021 annual report. 2、 Related person introduction and relationship
1. The former controlling shareholder of the company, Tianjin Jingjin culture and Media Development Co., Ltd. (hereinafter referred to as “Beijing Tianjin culture”) agreed to transfer its 20% shares of the company to Xuyang Holding Co., Ltd. (hereinafter referred to as “Xuyang holding”). The transfer registration formalities were completed on January 10, 2022, and the controlling shareholder of the company was changed to Xuyang holding, The actual controller has been changed to Mr. Yang Xuegang. As of the disclosure date of this announcement, Beijing Tianjin culture holds 5% of the shares of the company and is the third largest shareholder of the company. The publishing group is the controlling shareholder of Beijing Tianjin culture. According to the provisions of the stock listing rules of Shenzhen Stock Exchange, the publishing group has been the subject of the actual control of the company in the past 12 months, and the two parties have a related relationship, The transactions between the company and its subsidiaries and the publishing group and its subsidiaries are related party transactions.
2. The basic information of related parties is as follows:
Financial data of registered capital of related parties in 2021 (10000 yuan)
Name legal representative (10000 yuan) main business address
Total assets net assets operating income net profit
Investment and management services for publishing, printing, distribution and related cultural industries; Asset management
(excluding the operation and management of financial assets); Publication printing; Packaging and decoration printing; print
Brush binding service; Stationery manufacturing; Printing of specific printed matter; Other printing of documents and materials
Printed matter; Wholesale of publications; Retail of publications; Internet sales of publications; Copyright agency;
Intellectual property services; Import of publications; Education consulting services (excluding education involving license approval)
Training activities); Sales of electronic products; Sales of special teaching instruments; Information system operation and maintenance
Tianjin export service; Software development; Internet information services; Internet data services; Internet sales (except Tianjin River)
Yang Hongjie (2000) of the edition of media sells goods that need to be licensed; Network culture management; Advertising design and agency; Advertising production;
Jianshan group in Western District 314349.00 35035.00 0.00 – 6546.00 has graphic design and production; Corporate image planning; Marketing planning; Conference and exhibition services; group
82 Road
Limited company
