Securities code: 002183 securities abbreviation: Eternal Asia Supply Chain Management Ltd(002183) Announcement No.: 2022-017 Eternal Asia Supply Chain Management Ltd(002183)
Announcement on the prediction of daily related party transactions between the company and its subsidiaries and Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. 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
Due to the needs of business development, the company and its subsidiaries intend to have daily business transactions with the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as “Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) “) in 2022. It is estimated that the total amount of connected transactions will not exceed RMB 700 million. The specific business mode and transaction amount shall be subject to the contract.
1. At the 60th meeting of the 6th board of directors held on February 23, 2022, the company finally deliberated and adopted the proposal on the estimation of daily connected transaction quota of the company and its subsidiaries and affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022 by 6 votes in favor, 0 votes against and 0 abstentions.
2. The independent directors of the company expressed their prior approval opinions and independent opinions on the daily related party transactions. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will waive their voting rights on the proposal at the general meeting of shareholders.
3. The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(II) estimated category and amount of daily connected transactions
As of disclosure
Related party transactions related party transactions related party transactions occurred last year, and the estimated amount of related parties has occurred on the date of occurrence
Category content pricing principle amount
amount of money
purchase
The price of purchased goods and household appliances from Shandong Jiaoyun (China Mobile) Co., Ltd., a related party, with reference to the market of 500 million yuan 76291 15490.43 Eternal Asia Supply Chain Management Ltd(002183) news and 10000 yuan
Etc.)
sale
Shandong Jiaoyun (China Mobile) to related parties (reference Market: RMB 200 million)
Selling commodity Eternal Asia Supply Chain Management Ltd(002183) news and home appliance price
Etc.)
(III) actual occurrence of daily related party transactions in the previous year
Actual occurrence
Index of the difference between the actual amount of related transactions and the expected disclosure date and the amount of other people’s easy content and the amount of similar industries
Business proportion (%)
（％）
On January 19, 2021, About the company’s Shandong procurement department and its subsidiaries’ delivery to related parties (China Mobile 15490.43 and Shandong Jiaoyun Yiren purchase Yiya communication, home million yuan 2 billion yuan less than 10% – 92.25% of Yatong supply chain management goods are powered on, etc.) Announcement on the forecast of daily related party transactions in 2021 （2021-017）
The annual daily related party transactions between the company and related companies are expected to be
The preliminary judgment made by the board of directors on the actual daily connected transactions based on the actual needs and business development of the company is quite different from the prediction, so it is difficult to achieve accurate prediction, so it is different from the actual situation
There are some differences in the description of differences. In 2021, the company and related companies
The actual total amount of the company’s daily connected transactions is lower than the estimated total amount
amount of money.
The company follows the principle of avoiding as much as possible in combination with the actual operation situation
Avoid unnecessary related party transactions and reduce the risk of related party transactions
Principle, so as to protect the interests of the company and minority shareholders.
Of daily related party transactions between the company and related companies in 2021
The actual amount is lower than the expected amount, which is mainly due to the company’s expectation
The daily amount of connected transactions is the amount that the company and the counterparty can
The maximum amount of business that can occur. The actual amount is based on
If the independent directors determine the actual needs, contract amount and execution progress of both parties for daily connected transactions, there is great uncertainty between the occurrence and prediction. In 2021, the company and its affiliated companies did not
The actual amount of audited related party transactions did not exceed the expected amount
The quota is in line with the actual production and operation of the company. Various delivery
Easy to follow the principles of fairness and impartiality, at a fair price and
The conditions are determined, and there is no special damage to the company and all shareholders
It is the situation of the interests of minority shareholders.
Note: the above data are the accounting data of the company’s financial department and have not been audited.
2、 Related person introduction and relationship
1. Basic information of related parties
Company name: Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd
Unified social credit Code: 91370125ma3q5lcr8j
Legal representative: Ma xuchuan
Registered capital: 100 million yuan
Date of establishment: July 8, 2019
Registered address: room 323, office building of headquarters economic center, No. 17, Huanghe street, Jibei Development Zone, Jiyang District, Jinan City, Shandong Province
Business scope: supply chain management services; Enterprise management consulting; Railway cargo transportation, road cargo transportation, water cargo transportation and air cargo transportation; Loading, unloading and handling; Warehousing services (excluding dangerous goods); Cargo transportation agency; China trade agency service; Property services; Document and archives storage, custody, digitization, consultation, evaluation, appraisal and sorting; Intelligent archives warehouse system integration; Computer software and hardware development; Design, production, agency and release of advertisements; Installation and maintenance of household appliances, household products, furniture, fitness equipment and kitchen and bathroom products; Wholesale, retail and online sales: jewelry, cosmetics, automobiles, agricultural and sideline products, mechanical equipment, computers, computer software and hardware and auxiliary equipment, communication equipment, electronic products, game consoles and accessories, food, food additives, dairy products, wine, chemical fertilizer, feed additives, iron ore, nickel ore, knitwear and textiles, clothing, shoes, hats, bags, leather goods Daily necessities, household appliances, digital products, family planning supplies, sanitary supplies, office supplies, sporting goods, toys, auto parts, motorcycle parts, clocks and watches, musical instruments, glasses, furniture, handicrafts (excluding ivory and its products), hardware products, plastic products, rubber products, chemical products (excluding dangerous chemicals), fire fighting equipment, building materials Medical devices, mineral products, metal materials, non-ferrous metals, mechanical and electrical products, petroleum coke, clean coal, coke, carbon and carbon products, asphalt (excluding hazardous chemicals), steel, wood, paper products, fuel oil, gold and silver products, general labor protection articles, feed and textile raw materials; Leasing of mechanical equipment, computers and cars; Import and export business and other projects that are not prohibited and do not require business license in accordance with laws, regulations, decisions of the State Council and other provisions. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Latest financial data
As of December 31, 2021, Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) had total assets of RMB 157.3648 million, net assets of RMB 108.1794 million, main business income of RMB 241.7906 million and net profit of RMB 8.4509 million.
3. Relationship with listed companies
Mr. Chen Weimin, vice chairman of the company, serves as the director of Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) is an affiliated company of the company.
4. Performance capability analysis
The affiliated legal person was established in July 2019 by the company, Shandong Transportation Group Co., Ltd., Jiyang state owned investment holding group Co., Ltd. and Jinan Kunyi supply chain management partnership (limited partnership). Its main financial indicators and operation are good. At the same time, considering the shareholders of the affiliated company, it has strong performance ability.
3、 Main contents of related party transactions
1. Main contents of related party transactions
In 2022, the company plans to entrust the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) to purchase goods, and the estimated transaction amount will not exceed 500 million yuan; In 2022, the company plans to sell goods to the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) with an estimated transaction amount of no more than 200 million yuan; In 2022, the total amount of daily related party transactions between the company and its subsidiaries and the related company shall not exceed RMB 700 million. The details shall be subject to the contract.
When the company and its subsidiaries have daily connected transactions with Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) , they negotiate and determine the transaction price at a fair and reasonable market price on the premise of complying with the provisions of relevant laws, regulations and normative documents, and sign relevant contracts according to the principles of fairness and fairness.
2. Signing of related party transaction agreement
Within the scope of daily related party transactions approved by the board of directors and the general meeting of shareholders of the company, the company and related companies sign corresponding cooperation contracts on different businesses respectively.
4、 Purpose of related party transactions and its impact on Listed Companies
Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) is a supply chain business service platform company jointly established by the company, Shandong Transportation Group Co., Ltd. and Jiyang state owned investment holding group Co., Ltd. under the guidance of the national policy of actively promoting the innovation and application of supply chain. It provides a series of supply chain services by using the rich local industrial resources and combining the company’s supply chain advantages, Promote industrial transformation and upgrading. Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) has established close and stable cooperative relations with many local production-oriented enterprises to ensure high quality and high price of goods and help downstream customers of the company optimize the procurement process. Reduce the overall procurement cost, realize the procurement mode of direct procurement + supply chain, increase the stickiness of downstream customers to the company, and increase the service sector and business volume of the company.
This related party transaction is in line with the operation and development of the company. Both parties to the transaction follow the principles of equality, voluntariness, mutual benefit, fairness and fairness. The transaction price is determined by both parties through negotiation, and the related party transaction price is timely adjusted according to the changes of market price. There is no damage to the rights and interests of listed companies and shareholders. This related party transaction will not affect the independence of the company, nor will it form dependence on related parties due to the transaction.
5、 Voting of the board of supervisors
On February 23, 2022, the company held the 44th meeting of the sixth board of supervisors, deliberated and adopted the
