Securities code: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) securities abbreviation: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Announcement No.: 2022012 Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Announcement on daily connected transactions in 2022
The board of directors shall not be jointly and severally liable for any misrepresentation, omission or material misrepresentation of the contents of this announcement, and shall not guarantee the authenticity and completeness of the contents of this announcement. Important content tips:
The expected matters of this daily connected transaction do not need to be submitted to the general meeting of shareholders for deliberation.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) Co., Ltd. (hereinafter referred to as “the company”) expects that the daily related party transactions are necessary for the company’s normal production and operation, with fair pricing, reasonable settlement time and method, no damage to the interests of the company and minority shareholders, no dependence on related parties, no impact on the independence of the company, and no significant impact on the company’s sustainable operation ability, profitability and asset status. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 17, 2022, the company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors, and respectively considered and adopted the proposal on the expected daily connected transactions in 2022. The connected directors Li Guoping and Li Zheng avoided the voting of this proposal, and other non connected directors considered and adopted this proposal. The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors reviewed the above-mentioned proposal in advance, agreed to submit the proposal to the board of directors for deliberation, and issued the following approval opinions in advance: the company’s expected related party transactions with related parties are normal business needs, and all related party transactions are carried out in accordance with fair pricing, without damaging the interests of the company and all shareholders, and will not affect the independence of the company. Therefore, we agree to submit the related party transaction to the board of directors of the company for deliberation.
The independent directors reviewed the proposal and expressed independent opinions as follows: the daily related party transactions between the company and related parties are the normal business of the company, which is conducive to the stable and sustainable development of the company’s business; The price of related party transactions is fair and the transaction method complies with market rules, which will not affect the independence of the company. The deliberation and voting procedures of the above proposals comply with the articles of association and the relevant provisions of Shanghai Stock Exchange; There is no situation that damages the rights and interests of all shareholders of the company, especially the rights and interests of minority shareholders.
The audit committee of the board of directors has issued the following written opinions on the expected matters of the daily connected transactions: the expected amount of the daily connected transactions is reasonably predicted in advance according to the actual transaction situation in the daily production and operation process of the company, follows the market transaction principle of “openness, fairness and impartiality”, meets the requirements of relevant national laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, It will not adversely affect the independence of the company and is in the interests of the company and all shareholders.
(II) prediction and implementation of previous daily connected transactions
Unit: Yuan
Reasons for the large difference between the estimated amount of related party transactions as of December 2021 and the actual amount of related party transactions as of December 31, 2021
Danyang Risheng
Leasing enterprise management 700 Shenzhen Quanxinhao Co.Ltd(000007) 0000000 none
Limited company
Total 700 Shenzhen Quanxinhao Co.Ltd(000007) 0000000-
(III) estimated amount and category of daily connected transactions
Unit: Yuan
Accounting for the same reason for the large difference between the actual amount of the same category in 2021 of the pre classification industry in 2022 and the amount of the inter accounting business of the related party of the real and easy category in the previous year (%) and the amount of the inter accounting business (%)
Danyang Risheng
Leasing enterprise management 70000000 65.9370000000 67.19 none
Limited company
Total 700 Shenzhen Quanxinhao Co.Ltd(000007) 0000000
2、 Introduction and related parties
(I) Danyang Risheng Enterprise Management Co., Ltd. (hereinafter referred to as “Danyang Risheng”)
1. Basic information:
Company name: Danyang Risheng Enterprise Management Co., Ltd
Date of establishment: June 7, 2001
The registered capital is 3 million yuan
Legal representative: Li Guoping
Address: West of sigeng Road, Baihua economic Park, Danyang City
Equity structure Li Guoping and Li Laqin hold 99% and 1% equity of Danyang Risheng respectively.
Enterprise management consulting, business consulting, financial consulting (except agency bookkeeping), real estate business scope leasing. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Holding 3.54% of the company’s shares
2. Relationship:
Danyang Risheng Enterprise Management Co., Ltd. holds 3.54% of the company’s shares, and Mr. Li Guoping, the actual controller of the company, also holds 99% of the equity of Danyang Risheng Enterprise Management Co., Ltd., so Danyang Risheng Enterprise Management Co., Ltd. is a related party of the company. Danyang Risheng Enterprise Management Co., Ltd. belongs to the affiliated relationship specified in article 6.3.3 (III) of the Listing Rules of Shanghai Stock Exchange.
3. Key financial data for 2021 (Unaudited):
Project amount (10000 yuan)
Total assets 973828
Net assets 955280
Main business income 69.31
Net profit -0.03
4. Performance capacity:
The related parties exist in accordance with the law and operate normally. According to the financial status of the related parties, they have sufficient performance ability and can strictly abide by the contract.
3、 Main contents and pricing policies of related party transactions
The transactions between the company and the above-mentioned related parties are conducted in accordance with the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction prices are based on the market fair price, follow the principle of fair and reasonable pricing, and do not harm the interests of the company and all shareholders.
4、 Impact of related party transactions on Listed Companies
The daily related party transactions between the company and the above related parties are necessary for the company’s normal production and business activities. They are an important means for the company to make rational use of resources and reduce operating costs, and have a positive impact on the long-term development of the company. The pricing policies of daily connected transactions strictly follow the general commercial principles of openness, fairness, impartiality and compensation for equal value, which is conducive to the development of relevant businesses of the company and does not damage the rights and interests of the company and shareholders. The occurrence of the above transactions will not have an adverse impact on the company’s continuous operation ability, profitability and asset independence.
5、 Documents for future reference
(I) resolutions of the fourth meeting of the second board of directors;
(II) resolutions of the fourth meeting of the second board of supervisors;
(III) prior approval opinions of independent directors on matters related to the fourth meeting of the second board of directors; (IV) independent opinions of independent directors on matters related to the fourth meeting of the second board of directors.
It is hereby announced.
Jiangsu Tongli Risheng Machinery Co.Ltd(605286) board of directors March 19, 2022
