Guosen Securities Co.Ltd(002736)
About Gui Zhou Tyre Co.Ltd(000589)
Verification opinions on expected daily related party transactions in 2022
Guosen Securities Co.Ltd(002736) (hereinafter referred to as "sponsor") as a sponsor of non-public offering of shares by Gui Zhou Tyre Co.Ltd(000589) Co., Ltd. (hereinafter referred to as " Gui Zhou Tyre Co.Ltd(000589) " or "company") in 2020, in accordance with the measures for the administration of securities issuance and listing sponsor business In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and the guidelines for self-regulation and supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the daily related party transactions expected in Gui Zhou Tyre Co.Ltd(000589) 2022 have been carefully and prudently verified, The verification opinions are as follows:
1、 Basic information of daily connected transactions expected in 2022
(I) overview of daily connected transactions
1. Due to the needs of the company's daily production and operation, it is expected that in 2022, there will be disputes with the related parties Gui Zhou Tyre Co.Ltd(000589) factory (hereinafter referred to as "tire factory"), Guizhou Qianjin rubber inner tube company (hereinafter referred to as "inner tube company") and Guiyang Xianfeng Logistics Co., Ltd. (hereinafter referred to as "Xianfeng logistics"), including the purchase of inner tube cushion belt supporting tires The total amount of related party transactions including the sale of rubber compounds and waste materials and the acceptance of freight, passenger transport and logistics services is 149576000 yuan. The actual total amount of similar related party transactions in 2021 was 1404958 million yuan. 2. On March 4, 2022, the company held the 31st meeting of the seventh board of directors, which deliberated and approved the above related party transactions.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transactions estimated amount of related party transactions as of January 2022 amount incurred in the previous year category pricing principle (tax included) month amount incurred (tax included)
The price of inner tube cushion belt purchased from the related party inner tube purchasing company shall be determined according to the agreement on purchasing supporting commodities in the market 650000 446.11610203
Sales of rubber compounds to related party inner tube companies refer to the cost of 360000 269.43345723 selling semi-finished products and agreement pricing
Comparison and selection of waste materials and tire factory sales corner waste pricing 300.00 27.03 761.11
The tire factory accepts the transportation of goods and accepts the pricing of related parties and handling service agreement according to the market 200000 146.40160221
The labor services provided shall be subject to pad finishing
Tire factory service, purchase plastic, compare and select, price 150000, 93.94, 130399 bags, cushion cloth and other auxiliary materials
Related party transactions related party transactions related party transactions estimated amount of related party transactions as of January 2022 amount incurred in the previous year category pricing principle (tax included) month amount incurred (tax included)
Auxiliary material
The tire factory accepts passenger transport services and prices according to the market 350.00 25.19 235.59 agreement
The tire factory accepts the aftermarket pricing of dormitory management and other services 207.60 11.42 175.12
Xianfeng logistics accepts the service of goods transportation comparison and pricing 500.00 14.08 412.30
Total 14957601033601404958
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual estimated amount of related party transactions actual amount of related party transactions (tax included) of category related parties on the disclosure date difference between the amount of similar transactions and the proportion of expected period and claim business
Purchase inner tube cushion belt 610203650000 32.67% - 6.12% from related person inner tube purchasing company
Purchase supporting goods
Sales of rubber compounds and 345723380000 100% - 9.02% to affiliated inner tube companies
Sale of semi-finished products and steam
Waste materials tire factory sells waste tires 761.11130000 100% - 41.45%
And corner waste
Accept goods transportation. Tire factory and handling service in 2021160221260000 5.88% - 38.38% April 27
Accept sporadic construction Day Disclosure and machining services, of 2021 tire factory purchases plastic bags and 130399185000 1.24% - 29.51% annual daily labor transactions provided by related parties such as bedding. The public tire factory accepts passenger transport services 235.59 400100% - 41.1% 0% report
After the tire factory accepts catering, 175.12 226.8 100% - 22.79%
Diligent service
Xianfeng logistics accepts goods transportation 412.30 500 1.51% - 17.54%
service
Total 14049581717680 -- 18.21%
In 2021, the actual amount of waste tires and corner wastes sold by the company to related party tire factories was 7.611 million yuan, 41.45% lower than the expected amount.
Main reasons: the company's refund rate has decreased and the waste carcass has decreased. At the same time, the company is building a reclaimed rubber project to reduce the sales of waste carcass.
In 2021, the company received sporadic construction and machining services from related parties' tire factories, and the actual amount of purchasing plastic bags and pads was 130399 million yuan, 29.51% lower than the expected amount. Main reasons: after the reorganization of the tire factory, the construction service business will be reduced and the construction service will no longer be provided to the company in 2022.
In 2021, the actual amount of handling, passenger transport, catering and other services provided by the company's affiliated tire factory was 160221 million yuan, 2.3559 million yuan and 1.7512 million yuan respectively, lower than 38.38%, 41.10% and 22.79% of the estimated amount. The main reason is that the company's Jinguan plant was closed in June 2021, resulting in the reduction of corresponding services.
For the above daily related party transactions with a difference of more than 20% between the actual amount and the estimated amount, The independent directors of the company issued special verification opinions as follows: "the daily related party transactions of the company in 2021 meet the actual production and operation conditions and development needs of the company. The related party transactions of the company are priced according to the market principles, follow the principles of objectivity, fairness and fairness, and do not damage the interests of the company and other minority shareholders."
2、 Basic information of related parties
(I) Gui Zhou Tyre Co.Ltd(000589) plant
1. Basic information:
Unified social credit Code: 915201 Hongda High-Tech Holding Co.Ltd(002144) 591918
Type: ownership by the whole people
Legal representative: Hou Yihe
Registered capital: 60 million yuan
Main business: Production: rubber products, plastic products, tire inner tube, tire cushion belt, recycled rubber, activated rubber powder; Sales: tires, rubber products, plastic products, tire inner tubes, tire pads, recycled rubber, activated rubber powder, wooden pallets, daily necessities, hardware and electricity, cigarettes and wine; Food and Beverages; estate management; Cleaning service; Greening management services; Parking service; Transportation services; Rental of self owned houses and facade; Cargo handling; Warehousing services (excluding storage of hazardous chemicals); Ordinary road freight transportation; Recycling and sales of recycled materials; Building construction; House decoration works; Machining, installation and maintenance services.
Address: Jiuchang erguanba Industrial Park, Xiuwen County Industrial Park, Guiyang City, Guizhou Province
Major shareholders: Guiyang industrial and Commercial Investment Group Co., Ltd. (hereinafter referred to as "Guiyang industrial and commercial investment group") → (100%) Guiyang industrial and commercial assets management Co., Ltd. → (100%) tire factory
Actual controller: state owned assets supervision and Administration Commission of Guiyang Municipal People's Government
Financial status and operating results in 2021 (Unaudited): at the end of 2021, the total assets were 4272195154 yuan and the net assets were 2283729527 yuan; In 2021, the operating income was 4112191331 yuan and the net profit was 49149186 yuan.
2. Association relationship with the company: the tire factory is a secondary subsidiary of Guiyang industrial investment group, the controlling shareholder of the company, and meets the association relationship specified in article 6.3.3 affiliated legal person (II) of the stock listing rules of Shenzhen Stock Exchange.
After verification, as of the date of issuance of this verification opinion, the tire factory is not the person subject to dishonesty.
(II) Guizhou Qianjin rubber inner tube Co., Ltd
1. Basic information:
Unified social credit Code: 91520103214594801f
Type: other limited liability companies
Legal representative: Hou Yihe
Registered capital: 3.83 million yuan
Main business: tire inner tube, tire cushion belt. Other rubber products.
Address: Jinguan village, Yunyan District, Guiyang City, Guizhou Province
Major shareholders: Guiyang industrial investment group → (100%) Guiyang industrial and commercial assets management Co., Ltd. → (100%) tire factory → (51.96%) inner tube company.
Actual controller: state owned assets supervision and Administration Commission of Guiyang Municipal People's Government
Financial status and operating results in 2021 (Unaudited): at the end of 2021, the total assets were 2997515890 yuan and the net assets were 697109604 yuan; In 2021, the operating income was 5510104147 yuan and the net profit was 100085453 yuan.
2. Association relationship with the company: the inner tube company is a three-level holding subsidiary of Guiyang industrial and commercial group, the controlling shareholder of the company, and meets the association relationship specified in article 6.3.3 affiliated legal person (II) of the stock listing rules of Shenzhen Stock Exchange.
After verification, as of the date of issuance of this verification opinion, the inner tube company is not the person subject to dishonesty.
(III) Guiyang Xianfeng Logistics Co., Ltd
1. Basic information: Unified Social Credit Code: 91520114580671221j
Type: limited liability company
Legal representative: Peng Mingjun
Registered capital: 10 million yuan
Main business: road transportation of general goods; Road cargo transportation (excluding dangerous goods); General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Packaging services; Loading, unloading and handling; Sales of metal materials; Sales of building materials; Wire and cable business; Sales of mechanical equipment; Metal ore sales; Sales of non-metallic minerals and products; Sales of cement products; Sales of agricultural and sideline products; Sales of daily necessities; Information consulting services (excluding licensed information consulting services).
Address: wengyan village, Xiaomeng Industrial Park, Guiyang Economic and Technological Development Zone, Guizhou Province
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