Haitong Securities Company Limited(600837)
About Qingdao Sentury Tire Co.Ltd(002984)
Verification opinions on the confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) as a sponsor of Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as ” Qingdao Sentury Tire Co.Ltd(002984) ” or “company”) initial public offering and listing of shares, public offering and listing of convertible corporate bonds and relevant continuous supervision, In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, The confirmation of daily connected transactions in Qingdao Sentury Tire Co.Ltd(002984) 2021 and the prediction of daily connected transactions in 2022 were carefully and prudently verified. The specific circumstances are as follows: I. daily connected transactions of the company (I) actual occurrence of daily connected transactions of the company in 2021
Unit: 10000 yuan
Proportion of the signed amount or expected actual amount of related party related transaction contracts in the actual amount and expected amount of similar industries (%) difference (%)
Like others to close
Lianrenhai rubber Mining Co., Ltd
Purchase: Taigou 16459.98 20000.00 5.85 – 17.70 raw materials and forest materials
Relevancy auto insurance
Station services provided by people for post maintenance and repair 26.36 50.00 19.59 – 47.28
The board of directors of the labor service company strictly abides by the market transaction principle of “openness, fairness and impartiality” for the daily connected transactions of daily connected companies. The actual occurrence of daily transactions and the actual total amount of pre connected transactions of the company in 2021 do not exceed the expected total amount, Among them, the daily connected transactions with the power station are in line with the actual needs of the company in 2021, and there is no damage to the interests of the company and minority shareholders. (if applicable) the daily connected transactions of the company’s independent directors in 2021 are in line with the actual production and operation situation and development needs of the company, the transaction pricing is fair, fair and impartial, and the actual amount of connected transactions is less than the expected amount of the whole year, There is no harm to the interests of shareholders with large differences between the company and small and medium-sized enterprises. Description (if applicable)
It shall be approved by relevant departments. (II) forecast of daily connected transactions in 2022
Unit: 10000 yuan
Contract signing amount in 2021 actual related party transaction category related party transaction content related party transaction pricing principle amount or estimated inter cash amount
Purchase of haitailin rubber from related parties and determine 40000 16459.98 raw materials according to the market price
The maintenance and repair of the power station car provided by the related party shall be determined according to the unified price of the labor station repair service provided by the power station to the customer for 50.26.36 yuan
Total 40050 16486 thirty-four
2、 Introduction to related parties and related relationships (I) basic information of related parties
1. Qingdao power post automobile maintenance Co., Ltd
Legal representative: Zhou Yuxing
Registered capital: 30 million yuan
Registered address: No. 304, Taishan Second Road, Jimo City, Qingdao City, Shandong Province
Main business: Automobile repair, maintenance, beauty and other post market services.
The latest financial data: as of December 31, 2021, the total assets of the company were 21.5587 million yuan, the net assets were -902400 yuan, and the main business income and net profit in 2021 were 41.2612 million yuan and -2580700 yuan. The above data have not been audited.
Whether it is a dishonest executee: no
2. Qingdao haitailin International Trade Co., Ltd
Legal representative: Wang Zhi
Registered capital: 30 million yuan
Registered address: No. 2051 (a), east of the second floor of plant 4, No. 38 Beijing Road, Qianwan bonded port area, Qingdao area, China (Shandong) pilot Free Trade Zone
Main business: international trade, entrepot trade, trade between enterprises in the region.
The latest financial data: as of December 31, 2021, the company had total assets of 369.913 million yuan and net assets of 13.7583 million yuan. In 2021, the main business income was 1027.1291 million yuan and the net profit was 11.3392 million yuan. The above data have not been audited.
Whether it is a dishonest executee: no (Ⅱ) association with a listed company
Name of related party relationship between related party and the company
number
1 Qingdao power post station automobile maintenance Co., Ltd. is a company controlled by the actual controller of the company
2 Qingdao haitailin International Trade Co., Ltd. is a company controlled by the actual controller of the company
The relationship between the related persons mentioned in the above table and the company complies with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), and is an affiliated legal person of the company.
(III) performance capability analysis
The above-mentioned connected persons continue to operate according to law, have good production and operation conditions and financial conditions, and have good performance ability. 3、 Main contents of related party transactions (I) pricing principles and basis
The company purchases raw materials, production equipment and services from related parties in accordance with the principles of objectivity, fairness, voluntariness and mutual benefit. The transaction price follows the principles of fair, reasonable and fair pricing and is determined according to the market price. The price of related parties for the company’s sales of raw materials and services is the same as that for other customers. (II) settlement method
The settlement method of the transaction shall be implemented in accordance with the contract. (III) signing of the agreement
The related party transaction agreement shall be signed by the company and related parties according to the actual business conditions.
4、 The purpose of transaction and the impact of transaction on Listed Companies
The expected events of daily related party transactions in 2022 belong to the normal business scope of the production and operation activities of the company and related parties, which can make full use of the resources owned by all parties, realize the rational allocation of resources and win-win cooperation, and promote the sustainable and stable development of the company. The above related party transactions are based on the market price, follow the principle of fairness and reasonableness, and comply with the overall interests of the company and all shareholders. There is no damage to the rights and interests of the company and minority shareholders, which will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions, Nor will it have a significant impact on the company’s financial situation and operating results. 5、 Procedure for performance
On February 14, 2022, the third meeting of the third board of directors and the third meeting of the third board of supervisors deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. Related directors Mr. Qin long, Mr. Lin Wenlong and Mr. Qin Jingbo avoided the voting on the expected matters of this related party transaction.
The independent directors recognized this in advance and expressed their explicit consent.
The expected matters of daily connected transactions in 2022 need to be submitted to the general meeting of shareholders of the company for deliberation. The connected shareholders Mr. Qin long, Mr. Lin Wenlong, Mr. Qin Hu, Qingdao senzhonglin enterprise information consulting management center (limited partnership), Qingdao senweilin enterprise information consulting management center (limited partnership), Qingdao senbaolin enterprise information consulting management center (limited partnership) Qingdao senlinglin enterprise information consulting management center (limited partnership) needs to avoid voting. 6、 Verification opinions of the recommendation institution
The recommendation institution has verified the content, necessity, fairness of pricing and procedures of performance of the above transactions, and expressed the following opinions:
1. The above-mentioned related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors avoided voting, the independent directors approved and expressed their consent in advance, and the subsequent general meeting of shareholders will be arranged to deliberate on the matter and perform the necessary deliberation procedures, Comply with the requirements of the company law, the Listing Rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 – transactions and connected transactions, the articles of association and other relevant provisions.
2. The daily related party transactions in 2021 and the estimated daily related party transactions in 2022 are required for the daily business activities of the company and related parties. The pricing principle of related party transactions is fair and reasonable, which does not damage the interests of the company and its minority shareholders and affect the independence of the company.
Therefore, the sponsor has no objection to the company’s daily related party transactions in 2021 and the expected daily related party transactions in 2022.
Sponsor representative: Jiao Yang, Chen Yichao Haitong Securities Company Limited(600837) February 14, 2022
