Securities code: Guangzhou Jiacheng International Logistics Co.Ltd(603535) securities abbreviation: Guangzhou Jiacheng International Logistics Co.Ltd(603535) Announcement No.: 2022011 Guangzhou Jiacheng International Logistics Co.Ltd(603535) about
Confirm the daily related party transactions in 2021 and the estimated 2022
Announcement of daily connected transactions
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:
● it is not necessary to submit the predicted matters of daily connected transactions in 2022 to the general meeting of shareholders for deliberation.
● daily related party transactions belong to normal production and operation transactions, which will not affect the independence of the company, and the company will not rely on related parties for such transactions. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Review procedures for confirming the performance of daily connected transactions in 2021
On March 9, 2022, Guangzhou Jiacheng International Logistics Co.Ltd(603535) (hereinafter referred to as “the company” or ” Guangzhou Jiacheng International Logistics Co.Ltd(603535) “) convened the 28th meeting of the Fourth Board of directors to consider and adopt the proposal on confirming the daily connected transactions in 2021. The connected directors Duan rongwen, Huang Yanting, Huang Ping and Huang Yanyun avoided voting. The proposal on related party transactions of the 21st Annual Meeting of the board of supervisors was reviewed and adopted on February 2021.
2. Review procedures for the expected performance of daily connected transactions in 2022
The independent directors issued their prior approval opinions on the expected daily connected transactions in 2022 and agreed to submit the proposal on the expected daily connected transactions in 2022 to the 28th meeting of the Fourth Board of directors of the company for deliberation.
The 28th meeting of the 4th board of directors of the company deliberated and passed the proposal on the expected daily connected transactions in 2022, and the connected directors Duan rongwen, Huang Yanting, Huang Ping and Huang Yanyun avoided voting. The independent directors expressed their independent opinions on the above proposal.
The 21st Meeting of the 4th board of supervisors of the company deliberated and adopted the proposal on the expected daily connected transactions in 2022.
3. According to the provisions of the proposal on the daily trading of listed companies of Shanghai Stock Exchange in 2021 and the proposal on the implementation of the rules of association of affiliated companies of Shanghai Stock Exchange in 2022, the proposal on the daily trading of listed companies is expected to be within the scope of deliberation of the board of directors of Shanghai Stock Exchange in 2021 and 2022, There is no need to submit it to the general meeting of shareholders for deliberation.
(II) prediction and implementation of daily connected transactions in 2021
Unit: RMB 10000
Category of related party transactions: reasons for large amount of actual difference between related parties in 2021 and 2021
Accepted by related party Guangzhou Port Company Limited(601228) day international 100.00 0.17-
Supply of labor flow Co., Ltd
Guangzhou Port Company Limited(601228) days international 50.00 —
Flow Co., Ltd
Provide Guangzhou Longqi daily necessities to related parties
Labor Service Co., Ltd. 25 Shenzhen Sed Industry Co.Ltd(000032) 2408-
Subtotal 255000322408-
Total 265000322425-
(III) estimated amount and category of daily connected transactions in 2022
Unit: RMB 10000
Accounting for the proportion of the current estimated amount of related party transactions of the same kind compared with the actual amount of the previous year
Acceptance of Association Guangzhou Port Company Limited(601228) days International
Logistics Co., Ltd. 100.00 0.21% 0.17 – labor services provided by
To related parties Guangzhou Port Company Limited(601228) days international 50.00 0.06%-
Provision of labor Logistics Co., Ltd
Total 150.00 0.27% 0.17 – II. Introduction of related parties and related relationships
(I) Guangzhou Port Company Limited(601228) days International Logistics Co., Ltd
1. Basic information of related parties
Legal representative: he Haining
Registered capital: RMB 1000000000
Company nature: other limited liability companies
Registered address: 803 and 805, Haigang building, No. 9, Longxue Avenue South, Nansha District, Guangzhou
Main business: China cargo transportation agency; International freight forwarder; China container cargo transportation agent; Land international cargo transportation agency; Loading, unloading and handling; International cargo transportation agency by sea; Car Rental; Supply chain management services; Transportation equipment leasing services; Container leasing services; Information technology consulting services; Auxiliary activities of railway transportation; Road cargo transportation (excluding dangerous goods).
2. Relationship with listed companies
Guangzhou Port Company Limited(601228) Tian International Logistics Co., Ltd. is a joint venture of the company, and Guangzhou Jiacheng International Logistics Co.Ltd(603535) and Guangzhou Port Company Limited(601228) Logistics Co., Ltd. hold 50% of their equity respectively.
3、 Main contents and pricing policies of related party transactions
The main content of daily related party transactions is the provision and acceptance of labor services. Its pricing follows the principle of fairness and rationality, and transactions are conducted according to the market price or the agreed price with reference to the market price.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and its holding subsidiaries and the above related parties can make full use of the resources and advantages owned by the related parties, give play to the synergy and promote the development of the main businesses of both parties. The pricing of the above related party transactions follows the principle of fairness and reasonableness, and there is no situation that is unfair or damages the interests of the company and all shareholders, especially the minority shareholders. Both parties to the transaction will not infringe or transfer interests. Daily related party transactions belong to normal production and operation transactions, which will not affect the independence of the company, and the company will not rely on related parties due to such transactions.
5、 Relevant opinions of independent directors
1. Prior approval opinions of independent directors
The company expects that all daily connected transactions in 2022 are the company’s daily business, and the transaction price is fair, without damaging the interests of the company and all shareholders, especially small and medium-sized shareholders. Relevant business development meets the actual business development needs of the company and is conducive to the long-term development of the company. We unanimously agreed to submit the proposal to the board of directors for deliberation.
2. Opinions of independent directors
The daily related party transactions in 2022, which are expected to be submitted to the board of directors for deliberation, are required by the company’s normal production and operation. The pricing of related party transactions complies with the market principle. When the board of directors deliberates and votes on the proposal, the related directors avoid voting, and the voting procedures of related party transactions comply with the provisions of relevant laws and regulations such as the company justice and the articles of association, There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. To sum up, we agree on the daily related party transactions in 2022.
6、 Filing documents
1. Resolutions of the 28th meeting of the 4th board of directors;
2. The fourth meeting of the 21st board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors; 4. Independent opinions of independent directors on matters related to the 28th meeting of the Fourth Board of directors.
It is hereby announced.
Guangzhou Jiacheng International Logistics Co.Ltd(603535) board of directors March 10, 2022
