Securities code: 002785 securities abbreviation: Xiamen Wanli Stone Stock Co.Ltd(002785) Announcement No.: 2022-008 Xiamen Wanli Stone Stock Co.Ltd(002785)
Announcement on the forecast 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 related party transactions
Xiamen Wanli Stone Stock Co.Ltd(002785) (hereinafter referred to as "the company" and " Xiamen Wanli Stone Stock Co.Ltd(002785) ") according to the daily production and operation needs of 2022, it is estimated that the total amount of daily related party transactions between the company and the joint-stock company Xiamen Dongfang Wanli raw stone Co., Ltd. (hereinafter referred to as "Dongfang Wanli raw stone") in 2022 will not exceed 30 million yuan, The total amount of daily connected transactions with the company's joint-stock company Xiamen stone Commodity Operation Center Co., Ltd. (hereinafter referred to as "stone Commodity Operation Center") shall not exceed 50 million yuan.
The daily related party transactions have been deliberated and adopted at the 26th meeting of the Fourth Board of directors of the company, of which the related directors Mr. Hu Jingpei and Mr. Zou Peng have avoided voting. The independent directors of the company expressed their prior approval opinions and independent opinions on the expected matters of daily connected transactions in 2022.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. Related shareholders Mr. Hu Jingpei and Mr. Zou Peng must abstain from voting.
(II) estimated daily related party transaction content and amount
The pricing principle of the company's daily related party transactions in 2022 is to refer to the market price, and the transaction content and amount are shown in the following table:
Actual situation of the previous year as of the disclosure date
Related party transactions related party transactions estimated amount of related party transactions (10000 yuan) actual amount accounting for the actual amount of similar industries
Category easy content pricing principle (10000 yuan) amount (10000 yuan) estimated amount (10000 yuan) service proportion and estimated amount disclosure date and index
(%) difference (%)
To the related party Xiamen Dongfang Wanxiang
Procurement of stone materials Liyuan Stone Co., Ltd. refers to the market 3000 101.64 647.50 3000 0.98 -78.42. Please refer to the stone product price trend information website disclosed in juproduct company on February 10, 2021
Taste（ http://www.cn.info.com.cn. ）
Entrusted the related Xiamen stone manufacturer to entrust Guan with the announcement on the company's daily related delivery in 2021 for the joint entry of the agent operation center into the reference market 5000 0 539.22 5000 0.82 -89.22, which is easy to predict
Agency price of Li procurement Co., Ltd
purchase
Total 8000 101.64 1186.72 --
The board of directors of the company's explanation on the large difference between the actual situation of daily connected transactions and the expectation:
There is a certain difference between the total amount of daily related party transactions actually occurred by the company in 2021 and the estimated amount, which is mainly caused by the non substitutability of specific types of stone blocks and the uncertainty of the amount of engineering projects.
The explanation of the company's independent directors on the large difference between the actual situation of daily related party transactions and the expectation: see "VI. independent opinions of independent directors" for details.
2、 Basic information of related parties
1. Basic information and related relationship of Xiamen Dongfang Wanli raw stone Co., Ltd
Company name: Xiamen Dongfang Wanli raw stone Co., Ltd
Legal representative: Zhang Zhenwen
Registered capital: USD 1878666700
Unified social credit Code: 913502006120427540
Address: unit e, 8th floor, bonded market building, No. 88, Xiangyu Road, Xiamen area (Free Trade Zone), China (Fujian) pilot Free Trade Zone
Main business: self support and agency of import and export of various commodities and technologies, international trade, entrepot trade and bonded warehousing.
Unit: 10000 yuan
Project 2021.9.30 2020.12.31
Total assets 32085.73 33175.94
Net assets 30950.16 29630.79
Project from January to September 2021 to 2020
Operating income 12387.24 17627.44
Operating profit 896.79 1605.03
Net profit 581.79 1177.15
The above financial data of 2020 have been audited, and the financial data of the first three quarters of 2021 have not been audited.
Description of association relationship: Xiamen Dongfang Wanli Yuanshi Co., Ltd. is a joint-stock subsidiary of the company, and the company holds 40% of its equity. In view of the fact that Mr. Hu Jingpei, the chairman of the company, Mr. Zou Peng, the director of Dongfang Wanli Yuanshi, and Ms. Zhang Zhenwen, the vice president of the company, the legal representative and manager of Dongfang Wanli Yuanshi, constitute the association relationship specified in 6.3.3 of the stock listing rules. The company exists in accordance with the law, operates normally, is in good financial condition and has good performance ability.
2. Basic information and related relationship of Xiamen stone Commodity Operation Center Co., Ltd
Company name: Xiamen stone Commodity Operation Center Co., Ltd
Legal representative: Yu Qihui
Registered capital: 50 million yuan
Unified social credit Code: 91350200ma34862k25
Address: 401, Angang building, No. 25, Xiangxing 1st Road, Xiamen area (Free Trade Zone), China (Fujian) pilot Free Trade Zone
Main business: general projects: Sales of building decoration materials; Market management services; Supply chain management services; Engineering management services; Conference and exhibition services; Packaging services; Import and export agency; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Sales of non-metallic minerals and products; Sales of new metal functional materials; Internet sales (except sales of goods requiring license); Information consulting services (excluding licensed information consulting services). (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Unit: 10000 yuan
Project 2021.9.30 2020.12.31
Total assets 5520.59 5057.46
Net assets 4670.98 4549.60
Project from January to September 2021 to 2020
Operating income 1312.42 4196.61
Operating profit -128.11 122.20
Net profit -128.11 111.11
The above financial data of 2020 have been audited, and the financial data of the first three quarters of 2021 have not been audited.
Description of related relationship: Xiamen stone Commodity Operation Center Co., Ltd. is a joint-stock subsidiary of the company, and the company holds 40% of its equity. Since Mr. Hu Jingpei, chairman of the company, is a director of Xiamen stone Commodity Operation Center, it has formed the related relationship specified in 6.3.3 of the stock listing rules. The company exists in accordance with the law, operates normally, is in good financial condition and has good performance ability.
3、 Main contents of this connected transaction
1. Pricing basis and policy of this connected transaction
The company follows the principles of openness, fairness and impartiality, according to the market fair price and conditions and through negotiation between both parties
2. Main contents of the 2022 product procurement framework agreement signed with Dongfang Wanli raw stone
(1) The agreement is valid from January 1, 2022 to December 31, 2022;
(2) Transaction content: the seller (Dongfang Wanli raw stone) sells stone products to the buyer (company) as production raw materials;
(3) Transaction pricing: referring to the market price, the total amount of products purchased by the company from the seller in 2022 shall not exceed 30 million yuan;
(4) Payment arrangement: the purchaser shall pay the purchase price within 60-90 days after taking delivery and acceptance;
(5) Effective conditions: this Agreement shall come into force after being officially signed by the authorized representatives of both parties; According to the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant systems, the parts that need to be deliberated by the purchaser's Xiamen Wanli Stone Stock Co.Ltd(002785) general meeting of shareholders can come into force only after being deliberated and approved by the purchaser's general meeting of shareholders.
3. Main contents of 2022 business cooperation framework agreement signed with stone Commodity Operation Center
(1) The agreement is valid from January 1, 2022 to December 31, 2022;
(2) Business type: purchasing agent;
(3) Transaction pricing: refer to the market price;
(4) Quantity arrangement and time limit:
Agency procurement: the total transaction amount generated by both parties shall not exceed 50 million yuan, and the company shall pay the payment within 60-90 days after delivery and acceptance;
(5) Effective conditions: this Agreement shall come into force after being officially signed by the authorized representatives of both parties; According to the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other relevant systems, the parts that need to be deliberated by the purchaser's Xiamen Wanli Stone Stock Co.Ltd(002785) general meeting of shareholders can come into force only after being deliberated and approved by the purchaser's general meeting of shareholders.
4、 Purpose of this connected transaction and its impact on the company
The daily related party transactions between the company and the above related parties are determined according to the actual business needs of the company and are necessary for production and operation, which is conducive to ensuring the product quality of the company and improving the market competitiveness. The prices of related party transactions of both parties are priced according to the fair market price, which is a normal and necessary commercial transaction. This transaction is in line with the overall requirements of the company
