Securities code: 603982 securities abbreviation: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) Announcement No.: 2021-107
Convertible bond Code: 113629 convertible bond abbreviation: Quanfeng convertible bond
Nanjing Chervon Auto Precision Technology Co.Ltd(603982)
Announcement on the forecast of daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily related party transactions on Listed Companies: Nanjing Chervon Auto Precision Technology Co.Ltd(603982) (hereinafter referred to as “the company” or ” Nanjing Chervon Auto Precision Technology Co.Ltd(603982) “) is expected to cooperate with the company’s related party Nanjing Deshuo Industry Co., Ltd. (hereinafter referred to as “deshuo industry”) in 2022 , a company controlled by Mr. Pan Longquan, the actual controller and chairman of the company, has a related party transaction. The related party transaction is determined based on the daily production and operation needs of the company and will strictly follow the principles of voluntariness, equality and integrity. The above transactions will not damage the interests of the company and other shareholders, especially the minority shareholders, affect the independence of the company and have an impact on the company’s sustainable operation ability.
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
1. The company held the 21st Meeting of the second board of directors on December 29, 2021, which deliberated and passed the proposal on the prediction of the company’s daily connected transactions in 2022. The connected directors Mr. Pan Longquan, Ms. Zhang Tong, Mr. Ke Zuqian and Mr. Hu Yian withdrew from voting, and the non connected directors attending the meeting unanimously agreed to the proposal, which was agreed by 5 votes, withdrawn by 4 votes It was considered and adopted with 0 votes against and 0 abstentions.
2. The independent directors of the company approved the proposal in advance and expressed their independent opinions with explicit consent, holding that the daily connected transactions to be occurred in 2022 are determined based on the needs of the company’s normal production and operation, and the daily connected transactions to be occurred between the company and connected parties will follow the basic principles of good faith, compensation for equal value, fairness, voluntariness, rationality and fairness, Negotiate pricing and trading according to the market price. The decision-making procedure of this transaction is legal and effective, in line with the provisions of relevant laws, regulations and the articles of association, and there is no damage to the interests of the company and minority shareholders. The expected daily related party transactions will not affect the independence of the company, and the company’s main business will not rely on or be controlled by related parties due to such transactions. We agree with the company’s forecast of daily connected transactions in 2022.
（2） Prediction and implementation of daily connected transactions in 2021
Unit: RMB 10000
Estimated amount of related party related party transactions in 2021 actual amount from the beginning of 2021 to November 30, 2021
Lease of property from related parties 220.00193 fifty-eight
Deshuo industry paid 80.0089 million yuan of water fee to related parties 05 collection and payment of electricity charges for related parties 1000.00939 eighty-four
Total 1300.001222.47
Note: the above data are tax inclusive and have not been audited
（3） Estimated amount and category of daily connected transactions in 2022
Unit: RMB 10000
2022 is expected to account for similar industries from the beginning of 2021 to the end of 2021
Amount of related party related party transaction category and proportion of business on November 30, 2021
Daily actual amount
Lease of property from related parties 220.00193 5825.34%
Pay 120.0089.00 yuan of water fee to related parties 596.62%
Deshuo industry collected and paid electricity charges of 1100.00939.00 yuan for related parties 8414.70%
Sales of molds to related parties 100.00–
Total 1540.001222.47-
Note: the above data are tax inclusive and have not been audited
2、 Introduction to related parties and related relationships
(i) Basic information of related parties
1. Name: Nanjing Deshuo Industrial Co., Ltd
2. Type: limited liability company (sole proprietorship of legal person from Hong Kong, Macao and Taiwan)
3. Date of establishment: September 26, 1997
4. Legal representative: Pan Longquan
5. Registered capital: USD 144.073464 million
6. Main business: research, development, testing and manufacturing of precision measuring tools and instruments, garden machinery, forestry machines and tools powered by lithium battery or AC, agricultural machinery and tools, electric tools, hand-held household appliances and related products; Manufacturing and repair of measuring instruments; Selling self-produced products; General cargo transportation; Rental of self owned houses (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general projects: Sales of lubricating oil; sales of petroleum products (excluding dangerous chemicals); sales of special chemical products (excluding dangerous chemicals); import and export of goods (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
7. Major shareholders
Subscribed capital contribution (USD 10000) shareholder name shareholding ratio (%)
(yuan)
1CHERVON HOLDINGS LIMITED100. 0014,407.3464
8. Main financial data of the latest fiscal year
December 31, 2020
Total assets (10000 yuan) 48822976
Net assets (10000 yuan) 127900.43
Project 2020
Net profit (10000 yuan) 850742
The audit was audited by KPMG Huazhen Certified Public Accountants (special general partnership) Nanjing Branch
Note: the above data are consolidated report data
（2） Relationship with listed companies
Deshuo industry is an enterprise actually controlled by Mr. Pan Longquan, the actual controller and chairman of the company, which complies with article 10.1 of the Listing Rules of Shanghai Stock Exchange 3 (3) related relationship as specified.
（3） Analysis on the execution and performance ability of similar related party transactions in the early stage
At present, deshuo industry has normal production and operation and has good performance ability, which can ensure the normal progress of transactions.
3、 Main contents and pricing policies of related party transactions
(i) Due to the historical planning of the local government and other reasons, Nanjing Chervon Auto Precision Technology Co.Ltd(603982) and deshuo industry have only one account name in the water supply and power supply department, but the water and electricity charges of both parties are measured and calculated independently, and the price is determined by the water supply and power supply department.
（2） The company leases the injection molding workshop of deshuo industry for production. The rental price refers to the average rental price level of the local market. The rental property price is based on the market price, which is basically the same as the rental price of the surrounding comparable property market.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions of the company are determined based on the daily production and operation needs of the company. The related party transactions will strictly follow the principles of voluntariness, equality and integrity. The pricing policy and basis of related party transactions are determined in accordance with the general commercial principles of openness, fairness and impartiality, and the transaction price is based on the market fair price. The above transactions will not damage the interests of the company and other shareholders, especially the minority shareholders, affect the independence of the company and have an impact on the company’s sustainable operation ability.
It is hereby announced!
Nanjing Chervon Auto Precision Technology Co.Ltd(603982) board of directors December 30, 2021
