Securities code: Anhui Ankai Automobile Co.Ltd(000868) securities abbreviation: Anhui Ankai Automobile Co.Ltd(000868) Announcement No.: 2022023
Anhui Ankai Automobile Co.Ltd(000868)
With regard to the announcement of daily connected transactions (I) expected in 2022, the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records and misleading statements
Or major omission.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
On March 18, 2022, Anhui Ankai Automobile Co.Ltd(000868) (hereinafter referred to as "the company") held the 13th meeting of the 8th board of directors, deliberated and adopted the proposal on daily connected transactions (I) expected in 2022 one by one. The related directors performed the withdrawal voting.
The proposal (2) needs to be approved by the general meeting of shareholders. The affiliated shareholder Anhui Investment Group Holding Co., Ltd. will give up the right to vote on the proposal at the general meeting of shareholders.
In 2022, the company and its subsidiaries are expected to sell the company's products or provide labor services to the following related parties by 40 million yuan, and the company and its subsidiaries are expected to purchase goods or receive labor services from the following related parties by 28 million yuan. In 2021, the company and its subsidiaries sold the company's products or provided labor services to the following related parties for 142592 million yuan, and the company and its subsidiaries purchased goods or received labor services from the following related parties for 10 million yuan.
(II) estimated category and amount of daily connected transactions
The details are as follows: unit: 10000 yuan
(1) Proposal on daily related party transactions between the company and Anhui Zhong'an Automobile Finance Leasing Co., Ltd
As of the disclosure date
Category of related party transactions estimated amount of related party transactions of related parties amount of last year
Receiving labor services Anhui Zhong'an Automobile Finance Leasing Co., Ltd. 2800
(2) Proposal on daily related party transactions between the company and Lu'an Huimin Public Transport Co., Ltd
As of the disclosure date
Category of related party transactions estimated amount of related party transactions of related parties amount of last year
Sales of complete vehicles, complete vehicles, accessories and related products of Lu'an Huimin Public Transport Co., Ltd
188.51142592 or providing labor services 4000
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
The proportion of the actual amount of related party transactions in the actual amount and the estimated amount of the actual amount of related parties on the pre disclosure date
Business proportion of easy category and content category (%) amount difference (%) and index
Sales in March 2021
On the 23rd, the tide car and accessories were transported by Lu'an Huimin public transportation Co., Ltd
Ltd. 1425924500 0.80% - 68.31% information network public or provide maintenance
Report No.: Labor Service
2021021
The board of directors of the company is responsible for the daily related party transactions
The reason why the actual occurrence of the company's daily related party transactions in 2021 is quite different from the prediction is due to the impact of the market environment
There is uncertainty in the related business.
The difference indicates that the independent directors of the company have certain differences between the actual and expected related party transactions between the company and related parties in 2021 due to the impact of the market environment,
There is a big difference between the actual situation and the expected situation, which will not have a significant impact on the daily operation of the company. The related party transactions follow the "open, fair and just" market transaction. The explanation of the original difference complies with relevant laws and regulations, and there is no damage to the interests of the company and minority shareholders.
2、 Introduction to related parties and related relationships
1. Anhui Zhongan Automobile Finance Leasing Co., Ltd
Company type: other joint stock limited companies
Address: fund building, No. 266, bustling Avenue, economic and Technological Development Zone, Hefei Economic and Technological Development Zone, Anhui Province
Legal representative: Pan Qi
Registered capital: 1 billion yuan only
Business scope: financial leasing business of automobiles and related products; Other financial leasing business; Commercial factoring business related to the main business; charter business; Purchase of leased property from outside China; Disposal and maintenance of the residual value of the leased property; Leasing transaction consultation. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Unified social information code: 91340000ma2ry23j0j
Affiliated relationship: affiliated enterprises
Main financial data: as of December 31, 2021, Anhui Zhong'an Automobile Finance Leasing Co., Ltd. had total assets of 195814725200 yuan, total liabilities of 90330278231 yuan, net assets of 105484446969 yuan, operating income of 12383099646 yuan and net profit of 4790711782 yuan in 2021. (Unaudited)
2. Lu'an Huimin Public Transport Co., Ltd
Legal representative: ye Jiabin
Registered capital: one hundred seventy-seven million seven hundred and twenty thousand yuan only
Main business: urban public transport; Road passenger transport operation; Operation of road passenger transport stations (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) general items: Sales of mechanical parts and components; Retail of auto parts; Repair and maintenance of motor vehicles; Small and mini bus rental and operation services; Non residential real estate leasing; Motor vehicle charging sales; Advertising; Leasing services (excluding licensed leasing services) (in addition to licensed business, it can independently operate projects not prohibited or restricted by laws and regulations)
Address: Fenlukou Town, Yu'an District, Lu'an City, Anhui Province
Affiliated relationship: affiliated enterprises
Main financial data: as of December 31, 2021, Lu'an Huimin Public Transport Co., Ltd. has total assets of 60597281554 yuan, total liabilities of 42708285378 yuan, net assets of 17888996176 yuan, operating income of 20398868135 yuan and net profit of 158965846 yuan in 2021. (Unaudited) III. price, pricing principle and basis of related party transactions
The price of products sold and purchased by the company from related parties is determined by both parties through negotiation on the basis of market price.
4、 Performance capability analysis
The above-mentioned affiliates are legal entities that exist and continue to operate according to law, with good financial condition and good performance ability.
5、 Other arrangements involving connected transactions
There is no horizontal competition between the company and the above related parties due to the above transactions.
6、 Signing of related party transaction agreement
The daily related party transactions between the company and related parties are signed when they actually occur according to the needs of daily operation. The transaction price of all related party transactions of the company is determined by both parties through negotiation on the basis of market price.
7、 Purpose of related party transactions and its impact on Listed Companies
The company's main business scope is the production and sales of large and medium-sized buses and chassis. Therefore, such related party transactions are necessary transactions in the process of production and operation of the company. The transactions with related parties are conducive to the normal development of production and operation of the company.
The transaction price between the company and related parties is based on the market pricing mechanism, the price is fair and reasonable, and there is no behavior damaging the interests of the company and all shareholders. The increase of the above connected transactions meets the needs of the company's business development and can help to improve the company's profitability, enhance the company's comprehensive competitive strength and promote the healthy development of the company.
8、 Review procedure
1. "Three sessions" voting
After the written approval of the three independent directors of the company, the above related party transaction proposal has been submitted to the 13th meeting of the 8th board of directors and the 11th meeting of the 8th board of supervisors for deliberation and approval one by one. When the board of Directors voted on the above proposal, the sub proposal (1) related directors Mr. Dai Maofang, Mr. Liu Yong, Mr. Li Yongxiang, Mr. Wang Delong, Mr. Jiang Han and Mr. Ma Chao fulfilled their avoidance obligations; Sub proposal (2): Mr. Jiang Han and Mr. Ma Chao, the affiliated directors, fulfilled the obligation of avoidance; Sub proposal (2) will be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders will waive their voting rights on the proposal at the general meeting of shareholders. 2. Opinions of independent directors
The independent directors of the company made the following independent opinions after carefully reviewing and evaluating the daily connected transactions in 2022:
The pricing of these related party transactions is fair and reasonable, and there is no damage to the legitimate interests of the company and other shareholders of the company. It meets the needs of the company's business development, helps to improve the company's profitability, enhance the company's comprehensive competitive strength and promote the healthy development of the company.
3. Opinions of the board of supervisors
The board of supervisors believes that the company's related party transactions are fair and legal, its price, payment method and time limit comply with the practice and the common practice of the market, and there is no behavior damaging the interests of the listed company.
10、 Documents for future reference
1. Anhui Ankai Automobile Co.Ltd(000868) resolutions of the 13th meeting of the 8th board of directors;
2. Anhui Ankai Automobile Co.Ltd(000868) resolutions of the 11th meeting of the 8th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 13th meeting of the eighth board of directors of the company;
4. Independent opinions of independent directors on matters related to the 13th meeting of the eighth board of directors of the company.
It is hereby announced
Anhui Ankai Automobile Co.Ltd(000868) board of directors March 22, 2022
