Securities code: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) securities abbreviation: Guangdong Dcenti Auto-Parts Stock Limited Company(603335) Announcement No.: 2022018 Guangdong Dcenti Auto-Parts Stock Limited Company(603335)
Implementation of daily connected transactions in 2021
And the announcement of 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 and misleading statements in the contents of this announcement
Or major omissions, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Guangdong Dcenti Auto-Parts Stock Limited Company(603335) (hereinafter referred to as "the company"), the proposal on the implementation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 needs to be submitted to the general meeting of shareholders for deliberation. All daily related party transactions of the company are businesses generated from daily business activities. The pricing policy of transaction items follows the principles of voluntariness, equality, fairness and rationality, conforms to the interests of the company and all shareholders, and will not adversely affect the current and future financial status and operating results of the company, and will not adversely affect the sustainable operation ability and independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberations of the board of directors
The company held the 11th meeting of the third board of directors on March 14, 2022, and deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. Affiliated directors Zhao Ruizhen, Luo Jie and Sindy Yi Min Zhao avoided voting. The proposal shall be submitted to the general meeting of shareholders for deliberation, and the related shareholders will avoid voting on the proposal.
2. Deliberation of the board of supervisors
On March 14, 2022, the company held the 7th Meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022.
3. Opinions of independent directors
When the board of directors of the company voted on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022, the connected directors of the company withdrew. The voting procedures of the meeting shall comply with the provisions of relevant laws, regulations and rules, the articles of association and the management system of connected transactions. The related party transactions between the company and related parties are based on the needs of the company's normal production and operation. The pricing of the transactions follows the principles of openness, fairness and impartiality, and is priced with reference to the market price. The transaction price is reasonable and fair; The above-mentioned daily related party transactions did not lead to significant dependence of the company's main business on related parties and did not adversely affect the independence of the company; The contents of relevant related party transaction contracts / agreements comply with business practices and relevant policies, and the decision-making procedures are legal and effective without harming the interests of the company and non related shareholders.
The independent directors agree with the voting results of the board of directors on the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. The proposal needs to be submitted to the 2021 annual general meeting for deliberation and approval, and the related shareholders interested in the proposal will avoid voting on the proposal.
4. Opinion of the board of Auditors
All the related party transactions actually occurred in 2021 of the company have fulfilled the approval procedures in accordance with relevant regulations, and the actual amount does not exceed the expected range in 2021. The two parties to the transaction have reached an agreement through consultation on the basis of equality and voluntariness, followed the principles of equality, voluntariness, equivalence and compensation, and the price of related party transactions is fair without damaging the interests of the company and its shareholders. The related party transactions expected to occur between the company and related parties in 2022 are necessary for the company's operation. The related party transaction price is determined according to the fair and reasonable pricing policy and with reference to the market price. The pricing is fair, there is no insider trading, the decision-making procedure is legal and effective, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, The company's main business does not rely on related parties due to such transactions.
(II) prediction and implementation of the company's daily connected transactions in 2021
The details of the main related party transactions actually generated in the company's daily business activities in 2021 are as follows:
Preface: the reason for the large difference between the estimated amount of 2021 and the actual amount of related parties (10000 yuan) of the category of connected transactions (10000 yuan)
1 leased house Zhao & Luo LLC 125.00 81.87 none
2 rental house jrl LLC 100000 29.25 none
3 accept parking service jrl LLC 30.00 0.00 none
4 sale of wheels Western distributors of ATL ant 2 Ping An Bank Co.Ltd(000001) 10408 none
a Inc.
5 wheel Mart (Thailand) Company 350.00 185.48 none
Limited
6. Accept electroplating processing. Taishan Hongyi Precision Technology Co., Ltd. 220000 0.00 is no longer a related party of the company in this period
Total 570500140068
(III) estimated daily related party transactions of the company in 2022
The related party transactions expected to occur in 2022 are as follows:
Unit: 10000 yuan
From the beginning of this year to this year's estimated amount of related party transactions, the proportion of this estimated amount in the disclosure date of similar industries and the proportion of the amount actually paid in the previous year to the amount of related party transactions in the same category and the amount of business related to the accumulated amount of related party transactions in the previous year Reasons for large difference in amount
Leased house Zhao & Luo LLC 18.00 5.00% 1.50 81.87 9.78% none
Leased house jrl LLC 150.90 20.00% 12.58 29.25 3.49% none
Western
Wheel distributors of 150000 2.00% 0.00110408 1.08% none
Atl ant a Inc.
Wheel
Sold wheel Mart (Thailand) 200.00 0.50% 33.40 185.48 0.18% none
Comp any Limited
2、 Introduction and relationship of related parties
1、Zhao & Luo LLC
Company name: Zhao & Luo LLC
Date of establishment: November 27, 2012
Legal representative: Guoping Luo
Place of registration: California, USA
Business scope or main business: real estate business
Relationship: the enterprise controlled by the actual controller
Main financial indicators of 2021 (Unaudited):
Unit: USD 10000
Total assets net assets operating income net profit
251.00 250.00 18.00 14.00
2. Jrl LLC Company Name: jrl LLC
Date of establishment: November 27, 2012
Legal representative: Guoping Luo registered address: California, USA business scope or main business: real estate business relationship: main financial indicators of the enterprise controlled by the actual controller in 2021 (Unaudited):
Unit: USD 10000
Total assets net assets operating income net profit
1,652.00 1,579.00 177.60 110.40
Company name: Western distributors of Atlanta Inc
Date of establishment: September 13, 1984
Legal representative: Danny L. brand registered address: Georgia, USA registered capital: 75000 USD business scope or main business: wholesale of automobile wheels and tires related relationship: main financial indicators of the company's joint-stock company in 2021 (Unaudited):
Unit: USD 10000
Total assets net assets operating income net profit
588.81 369.68 2,690.50 136.64
4. Wheel Mart (Thailand) Company Limited company name: wheel Mart (Thailand) Company Limited Date of establishment: June 5, 2015 place of registration: Thailand total share capital: THB 70000000
Business scope or main business: wholesale of automobile wheels and tires
Affiliated relationship: joint stock company of the company
Main financial indicators of 2021 (Unaudited):
Unit: RMB 10000
Total assets net assets operating income net profit
2,783.10 1,775.84 4,593.57 36.04
3、 Performance capability analysis
The above-mentioned related parties exist and operate according to law and are able to perform the agreements reached with the company and its subsidiaries.
4、 Main contents and pricing policies of related party transactions
All related party transactions between the company and its subsidiaries and related parties are conducted under the principles of equality, voluntariness, fairness and fairness. The market price is taken as the pricing basis of the transaction, and the fair and reasonable pricing principle is followed, without damaging the interests of the company and all shareholders.
5、 Purpose of related party transactions and its impact on Listed Companies
The daily management transactions of the company in 2021 and expected to occur in 2022 are to meet the needs of normal production and operation of the company and its subsidiaries, make full use of the resource advantages of related parties, realize reasonable resource allocation, maintain the stability of production and operation of the company and improve the operation efficiency of the company.
The company's daily related party transactions follow an open, fair and impartial pricing policy, which is in line with the overall interests of the company and all shareholders and will not affect the independence of the company
