Anxin Securities Co., Ltd
About Rayhoo Motor Dies Co.Ltd(002997)
Verification opinions on daily connected transactions in 2022
As a sponsor for initial public offering and listing of Rayhoo Motor Dies Co.Ltd(002997) (hereinafter referred to as Rayhoo Motor Dies Co.Ltd(002997) ) and the company, Anxin Securities Co., Ltd. (hereinafter referred to as “Anxin securities” and “sponsor”) shall, in accordance with the administrative measures for securities issuance and listing recommendation business and the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – recommendation business The guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the stock listing rules of Shenzhen Stock Exchange and other relevant provisions have carefully verified the expected events of daily connected transactions in Rayhoo Motor Dies Co.Ltd(002997) 2022. The details are as follows:
1、 Basic information of daily connected transactions
(i) Overview of daily connected transactions
According to the company’s business development and production and operation needs, The company expects to cooperate with related parties Anhui Sichuan Chengfei Integration Technology Corp.Ltd(002190) Ruihu automobile mould Co., Ltd. (hereinafter referred to as “Chengfei Ruihu”), Ruijing (Anhui) supply chain Technology Co., Ltd. (hereinafter referred to as “Ruijing technology”), Wuhu Aiman equipment Engineering Co., Ltd. (hereinafter referred to as “Aiman equipment”), Chery Automobile Co., Ltd. and its holding subsidiary (hereinafter referred to as “Chery Automobile”) ）. Chery commercial vehicle (Anhui) Co., Ltd. and its holding subsidiary (hereinafter referred to as “Chery commercial vehicle”), Chery New Energy Vehicle Co., Ltd. and its holding subsidiary (hereinafter referred to as “Chery new energy”) had daily operating related party transactions in 2022. It is expected that the total annual cumulative transaction amount will not exceed RMB 368 million (excluding tax).
The company held the 25th meeting of the second board of directors in 2021 on December 29, 2021. The meeting considered and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Chai Zhen, Wu Chunsheng and Li Lizhong avoided voting. The independent directors have approved the daily operating connected transactions in advance and expressed their agreed independent opinions.
This day-to-day operational related party transaction shall be submitted to the general meeting of shareholders of the company for deliberation. Related shareholder Wuhu Chery Technology Co., Ltd. will avoid voting.
（2） Forecast of daily related party transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions amount incurred on the pricing principle calculation date of related party transactions of easy-to-do related parties in the previous year is expected to be disclosed in 2022
Fair price of Chengfei Rayhoo Motor Dies Co.Ltd(002997) and sporadic processing market: 6400.00-2908.65
Fair 3600.00-person purchase price from related Ruijing technology Siasun Robot&Automation Co.Ltd(300024) and surrounding markets
Fair price of raw material Iman equipment customized parts (steel structure) market: 1300.00
Subtotal — 11300.00-2908.65
Chery automobile mould, inspection tool and welding market fair price of 18800.00-3746.22 to associated assembly automation production line
People sell Chery’s commercial molds and inspection tools at the fair market price of 6400.00-634.85 products and commercial vehicles
Pinchery Xinneng welding automation production market fair source line price of 300.00-1059.01
Subtotal — 25500.00-5440.08
Total — 36800.00-8348.73
Note: the amount incurred in the previous year is the actual amount from January to November 2021.
（3） Actual occurrence of daily connected transactions from January to November 2021
Unit: 10000 yuan
Actual occurrence from January to November
Transaction related parties the proportion of the actual annual amount of related party transactions in the amount of similar transactions and the amount of business generated by the expected disclosure date and category content difference index
（%）（%）
Cheng Feirui mould and zero 2908.66900.0032 36-57.85 on December 529, 2020, Huxing Processing Co., Ltd
Cheryk raw materials and accessories -300.00–100.00 information network Announcement No.: 2020-029 lianrenjinjuke computer 73.79-32.15100 00 new related party procurement technology
Raw material wuhuqi
Material Rui information computer 27.74-12.09100 00-
Technology has
Limited company
Subtotal 3010.17200.00—
eight
Receiving labor services from Guan Chengfei Rui – 50.00 — 100.00, April, 021
Lianrenhu on the 27th, cninfo.com Announcement No.: 2021-026
Subtotal — 50.00—
Mold and inspection: Chery Auto Tools and welding in April 2021 from 3746.25000.004 82-25.0827 cninfo.com Announcement No.: 2021-026
Chengfeirui automatic welding -2400.00–100.00
Huhua production line
Chery River mould and inspection -400.00–100.00
Nanju
Chery commercial mould and inspection 634.852600.000 82-75.58
Vehicle tools December 2020
To close the mold and inspect the new tools and welding equipment of Chery on the 29th, the CNKI capital associated person announced on the 1059.0 news network that the energy dynamic production was 11500.001 No. 36-29.40: 2020-029 sales line
Mould and inspection
Chery scientific tools and welding equipment from -500.00-100.00
Technology driven production
Line
Dao (Wu)
Lake) auto welding 21.68-0.07100 00 product production line
Limited company
Subtotal 5461.712400.0 — 60
Total 8471.919650.0 — 40
In 2021, the actual total amount of daily related party transactions between the company and the above related parties did not exceed the expected total amount. The difference between the actual amount and the estimated amount of the company’s procurement of chengfeirui is mainly affected by the change of project delivery time point; The difference in the amount of labor services actually received with the board of directors of chengfeirui company for daily related party transactions is mainly due to the cancellation of relevant intended cooperation; There is a big difference between the actual amount and the expected amount of Ruihu’s sales, which is mainly due to the explanation of the pre difference of relevant products, and the sales is planned to be completed in December; The actual amount of sales of Chery commercial vehicles and Chery Henan differs greatly from the expected amount, which is mainly adjusted by the production and investment plans of related parties. The company’s sales amount of Chery vehicles and its related parties is lower than the expected amount.
After verification, the board of directors of the company’s statement on the actual occurrence of daily connected transactions in 2021 and the difference between the daily connected transactions and the prediction made by the independent directors of the company are consistent with the actual situation of the company, the actual occurrence of connected transactions and the prediction have a large difference, follow the principle of “fairness, impartiality and fairness”, and the transactions comply with the original difference in the market, The transaction pricing is fair and reasonable, and no damage is found to the interests of the company and other shareholders, especially the interests of minority shareholders.
Verification opinions of the sponsor: in 2021, the company and the
