Securities code: 002984 securities abbreviation: Qingdao Sentury Tire Co.Ltd(002984) Announcement No.: 2022-025
Bond Code: 127050 bond abbreviation: Qilin convertible bond
Qingdao Sentury Tire Co.Ltd(002984)
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, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Qingdao Sentury Tire Co.Ltd(002984) (hereinafter referred to as “the company”) held the third meeting of the third board of directors and the third meeting of the third board of supervisors on February 14, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, In accordance with the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange listed companies self regulatory guidelines No. 7 – transactions and related party transactions, the articles of association and other relevant provisions, based on the needs of daily production and operation, In 2022, the company and its holding subsidiaries will have daily related party transactions with related parties Qingdao power post automobile maintenance Co., Ltd. (hereinafter referred to as “power post”) and Qingdao haitailin International Trade Co., Ltd. (hereinafter referred to as “haitailin”), which involve purchasing raw materials and receiving services from related parties.
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 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.
(II) category and amount of daily related party transactions expected in 2022
Unit: 10000 yuan
Estimated pricing amount of related party transactions actual payment in 2021
Related party transaction category related party content principle amount
Purchase haitailin rubber from related parties according to the market price of 40000 16459.98
Determination of raw materials
Automobile power station
Accept the power provided by related persons, post station maintenance and repair, and provide service to customers 50 26.36
The labor services provided shall be subject to uniform price confirmation
set
Total 40050 16486.34
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Related party transactions actual amount of related party transactions actual amount of related party transactions
Disclosure date and index of content amount and estimated amount of category related parties in similar businesses and estimated amount
Proportion (%) difference (%)
For details, the company disclosed to related parties on February 2, 2021 that it purchased raw materials on cninfo.com (www.cn. Info. Com. CN.) Announcement on the forecast of daily related party transactions in 2021 of haitailin rubber 16459.98 20000 5.85 – 17.70 Announcement No.: 2021-008
For details, the company disclosed on February 2, 2021 that the maintenance of power post cars provided by cninfo.com (www.cn. Info. Com. CN.) Announcement on the forecast of daily related party transactions in 2021 of service station maintenance service 26.36 50 19.59 – 47.28 Announcement No.: 2021-008
The board of directors of the company strictly follows the market transaction principle of “openness, fairness and impartiality” for the daily connected transactions of the company. The actual total amount of daily connected transactions does not exceed the expected total amount, including the daily connection with the power station (if applicable)
The transaction conforms to the actual needs of the company in 2021, and there is no situation that damages the interests of the company and minority shareholders.
The daily related party transactions of the independent directors of the company in 2021 are in line with the actual production and operation situation and development needs of the company. If the transaction situation is quite different from the expected, the pricing is fair, fair and just, and the actual amount of related party transactions is less than the expected amount of the whole year, so there is no loss (if applicable)
Harm the interests of the company and minority shareholders.
(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) relationship with listed companies
Serial number name of related person relationship between related person and company
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 is in line with the provisions of article 6.3.3 of the stock listing rules of Shenzhen Stock Exchange (revised in 2022), which is the related 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 principle 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、 Purpose and impact of related party transactions on the company
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、 Opinions of independent directors and intermediaries
(I) prior approval opinions of independent directors
The company’s estimate of the amount of daily related party transactions in 2022 is based on the needs of the company’s business development and production and operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders, and there is no business dependence on related parties due to related party transactions, We unanimously agreed to submit the matter to the third meeting of the third board of directors of the company for deliberation.
(II) independent opinions expressed by independent directors
The daily related party transactions of the company strictly follow the market transaction principle of “openness, fairness and impartiality”. The daily related party transactions in 2021 meet the actual production and operation conditions and development needs of the company. The transaction pricing is fair, fair and impartial, and the actual amount of related party transactions is less than the expected amount of the whole year, which does not harm the interests of the company and minority shareholders. The company’s estimate of the amount of daily related party transactions in 2022 is based on the needs of the company’s business development and production and operation, and the transaction pricing follows the principles of objectivity, fairness and fairness. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, and there is no business dependence on related parties due to related party transactions. When the board of directors of the company considers the above connected transactions, the connected directors withdraw from voting. The decision-making procedures of the above connected transactions comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective. We agree to the proposal on the prediction of daily connected transactions in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) opinions of the recommendation institution
