Stock Code: 603650 stock abbreviation: Red Avenue New Materials Group Co.Ltd(603650) No.: 2022-004 bond Code: 113621 bond abbreviation: Tongcheng convertible bond
Red Avenue New Materials Group Co.Ltd(603650)
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:
● the expected matters of daily connected transactions in 2022 need to be submitted to the general meeting of shareholders for deliberation.
● impact of daily related party transactions on Listed Companies: the expected daily related party transactions in 2022 are required by the company’s normal production and operation, the pricing of related party transactions is fair, there is no damage to the interests of listed companies, will not have an adverse impact on the company’s financial status and operating results, will not form a great dependence on related parties, and will not affect the independence of listed companies.
1、 Basic information of daily connected transactions
(i) Review procedures for the performance of daily connected transactions
Red Avenue New Materials Group Co.Ltd(603650) (hereinafter referred to as “the company”) held the 35th meeting of the second board of directors and the 22nd Meeting of the second board of supervisors on December 31, 2021, which considered and adopted the proposal on the prediction of daily connected transactions in 2022, The company and all subsidiaries within the consolidation scope (hereinafter referred to as “subsidiaries”) will have daily related party transactions with Zhongce Rubber Group Co., Ltd. (hereinafter referred to as “Zhongce Rubber”) and its subsidiaries and Beijing Beixu Electronic Materials Co., Ltd. (hereinafter referred to as “Beixu Electronics”) and its subsidiaries in 2022, Related directors Zhang Ning and Yuan Minjian have avoided voting, and the other seven non related directors have unanimously deliberated and adopted. The proposal still needs to be submitted to the general meeting of shareholders for deliberation.
The audit committee of the board of directors of the company has expressed the following written opinions on the expected matters of the daily connected transactions: the daily connected transactions in 2022 are expected to be the decision made by the company according to its own actual situation and business development needs, comply with the provisions of relevant laws, regulations and the articles of association, and the transactions follow the principles of fairness, impartiality and fairness, Therefore, we believe that this connected transaction is conducted in strict accordance with relevant legal procedures, in accordance with relevant laws and regulations and the articles of association of the company, and there is no situation that damages the interests of the company or shareholders, especially the interests of non connected shareholders and minority shareholders.
The independent directors reviewed the contents of the proposal in advance and gave the following approval opinions in advance: the submission procedure of the above proposal complies with the provisions of relevant laws and regulations and the articles of Association; The timely deliberation of the above proposals meets the relevant requirements of the company’s standardized operation; The related party transactions involved in the proposal are fair and reasonable, will not affect the independence of the company, and will not damage the interests of the company and shareholders. We unanimously agree to submit the above proposal to the 35th meeting of the second board of directors of the company for deliberation. When the board of directors of the company reviews the above proposals, the related directors shall withdraw from voting according to law.
The independent directors reviewed the proposal and expressed their independent opinions as follows: when the board of directors considered the proposal, the related directors withdrew, the review procedure was legal, and in line with the company law, securities law and other relevant laws and regulations as well as the articles of association. After deliberation, we believe that the daily connected transaction is expected to be required by the company’s daily production and operation activities, follows the market-oriented principles of fairness, openness and impartiality, and the transaction price is determined through consultation with reference to the market price, does not harm the interests of minority shareholders, and is in line with the relevant provisions of the CSRC and Shanghai Stock Exchange. We agree to pass the proposal and submit it to the general meeting of shareholders for deliberation. The board of supervisors deliberated the proposal. The board of supervisors believes that the related party transactions between the company and related parties are necessary for the normal production and operation of the company, follow fair market prices and conditions, reflect the principles of fairness, impartiality and openness, and the decision-making procedures comply with the relevant provisions of the company law and the articles of association, do not affect the independence of the company, and will not damage the interests of the company and minority shareholders, In line with the long-term interests of the company and shareholders.
（2） Forecast and implementation of daily connected transactions in 2021
Unit: 10000 yuan
Related party transactions and related parties in 2021. The amount of the original trade category with a large difference between the actual estimated amount and the actual amount in 2021 (note) is due to
Zhongce Rubber and 1. The current data is from January to November;
To its affiliated subsidiary 32000-3800025167.622, China’s demand for tires was relatively low in 2021, the export was sluggish, and the company’s product sales did not meet expectations.
We sell Beixu electronics and 1. The current data is from January to November;
Its subsidiary 50002760.182 is adjusted according to the procurement needs of downstream customers.
Subtotal 37000-4300027927.80
Note: it refers to the total amount of products sold between the company and Zhongce Rubber, Beixu electronics and their subsidiaries from January 1, 2021 to November 30, 2021.
（3） Estimated amount and category of daily connected transactions in 2022
It is estimated that the amount of related party transactions between the company and related parties Zhongce Rubber, Beixu electronics and their subsidiaries in 2022 is as follows:
Unit: 10000 yuan
The reason why the difference (%) between the estimated amount of related party transactions in 2022 and the actual amount of related parties in the previous category (%) (note) (%) is quite different
Zhongce Rubber and 30000-3500012% – 15% 25167.6212.7% are adjusted according to the needs of downstream customers to purchase their subsidiaries.
Beixu electronics and 650026% 2760.1821.6% from related parties shall be adjusted according to the needs of downstream customers and their subsidiaries.
Subtotal 36500-41500 / 27927.80/
Note: it refers to the total amount of products sold between the company and Zhongce Rubber, Beixu electronics and their subsidiaries from January 1, 2021 to November 30, 2021.
The above data has not been audited, and the above table is only the estimated amount of relevant business departments of the company.
2、 Introduction to related parties and relationships
1. Related party: Zhongce Rubber Group Co., Ltd
Enterprise type: other joint stock limited companies (unlisted)
Registered capital: 787037038 yuan
Registered address: No. 1, No. 1 Street, Qiantang District, Hangzhou, Zhejiang
Business scope: production and sales of tires, tires and rubber products; Wholesale and retail of auto parts, auto accessory oil and auto decoration products; Import and export of goods and technologies (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Legal representative: Shen Jinrong
Main financial data:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 3058678.172656880.67
Net assets 1142325.891090154.57
Operating income: 2291688.982814832.69
Operating cost 1792290.262237369.68
Operating profit 131814.53193179.69
Total profit 132938.33191723.61
Net profit 129466.88188614.55
Net profit attributable to owners of parent company 129466.88188614.55
Affiliated relationship: Zhang Ning, chairman of the company, holds the position of director of Zhongce Rubber. According to the requirements of relevant laws and regulations such as the stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of affiliated transactions of listed companies on Shanghai Stock Exchange, Zhongce Rubber and its subsidiaries are affiliated parties of the company.
2. Related party: Beijing Beixu Electronic Material Co., Ltd
Enterprise type: other limited liability companies
Registered capital: 61.57684 million yuan
Registered address: No. 10, Jiuxianqiao Road, dongzhimenwai, Chaoyang District, Beijing
Business scope: production of TV support glass rod, CTV low melting solder glass, PDP photosensitive barrier glass powder, led ceramic substrate and photoresist (limited to branches); Develop and sell TV support glass rod, CTV low melting solder glass, PDP photosensitive barrier glass powder, led ceramic substrate and photoresist; Import and export of goods and technology. (market entities shall independently choose business items and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Legal representative: Lu Kejun
Main financial data:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
(Unaudited) (audited)
Total assets 24459.8124511.19
Net assets 17358.85
Operating income 19520.4520758.46
Operating cost 12844.6313708.53
Operating profit 3819.752628.29
Total profit 3815.962616.45
Net profit
