Securities code: Anhui Transport Consulting & Design Institute Co.Ltd(603357) securities abbreviation: Anhui Transport Consulting & Design Institute Co.Ltd(603357) Announcement No.: 2022013 Anhui Transport Consulting & Design Institute Co.Ltd(603357)
Announcement on estimated 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 proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022 needs to be submitted to the general meeting of shareholders for deliberation.
Anhui Transport Consulting & Design Institute Co.Ltd(603357) (hereinafter referred to as “the company”) and related party transactions are necessary and inevitable for normal production and operation, have positive significance for the development of the company, and will not damage the interests of listed companies or minority shareholders.
Daily related party transactions will not lead to the company’s dependence on related parties, nor will it affect the independence of listed companies.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. On March 25, 2022, the 27th meeting of the third board of directors of the company considered and adopted the proposal on confirming the daily connected transactions in 2021 and the expected daily connected transactions in 2022, which was adopted with 7 affirmative votes, 0 negative votes and 0 abstention. The above proposals need to be submitted to the general meeting of shareholders for approval. The controlling shareholder of the company, Anhui Transportation Holding Group Co., Ltd., will avoid voting on the relevant proposals at the general meeting of shareholders.
2. Prior approval opinions of independent directors of the company:
Related party transactions will not have a significant impact on the company’s sustainable operation ability, profit and loss and asset status, and the company’s main business will not rely on related parties and affect the company’s independence. It does not damage the legitimate rights and interests of the company and other non affiliated shareholders, especially the interests of minority shareholders. The company expects that the daily related party transactions in 2022 follow the principles of openness, fairness and impartiality, and the transaction pricing is fair, in line with the provisions of laws, regulations and normative documents. The above matters will not have a significant impact on the company’s sustainable operation ability, profit and loss and asset status, and will not damage the legitimate rights and interests of the company and other non affiliated shareholders, especially the interests of minority shareholders. In conclusion, we agree that the company will submit the proposals related to the above matters to the 27th meeting of the third board of directors for deliberation.
3. Independent opinions expressed by independent directors of the company:
The daily related party transactions of the company in 2021 are normal business activities and necessary for the production and operation of the company. The related party transactions are based on the principle of fairness, the transaction conditions are fair and reasonable, do not damage the interests of the company and minority shareholders, and have no negative impact on the current and future financial status and operating results of the company. The company’s main business will not form dependence on related parties and will not affect the independence of the company. It does not harm the interests of the company and other shareholders and is in line with the interests of full-time shareholders. The voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, the articles of association and the management system of related party transactions of the company.
The company expects that the daily related party transactions in 2022 belong to normal business activities and are required by the company’s production and operation. The related party transactions are based on the principle of fairness, the transaction conditions are fair and reasonable, do not damage the interests of the company and minority shareholders, and have no negative impact on the company’s future financial status and operating results. The voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, the articles of association and the management system of related party transactions of the company.
4. Audit opinions of the audit committee of the board of directors of the company: the daily related party transactions in 2021 and the daily related party transactions in 2022 confirmed by the company comply with relevant laws and regulations, follow the principles of fairness, impartiality and openness, are conducive to the development of relevant main businesses of the company, the transaction conditions are fair and reasonable, have no impact on the independence of listed companies, and have not found any acts and situations that infringe the interests of minority shareholders. Unanimously agree on the above daily related party transactions of the company.
(II) prediction and implementation of the previous daily connected transactions
In 2021, the newly signed contract amount of various services between the company and related parties was 13538245 million yuan, a decrease of 2058113 million yuan compared with the estimated related party contract amount of 15596358 million yuan, mainly due to the fact that some projects have not been implemented yet and some projects originally expected to be implemented by related parties have been implemented by local governments., See the table below for details
No. related party transaction category the reason for the large difference between the estimated amount of related parties in 2021 and the actual amount of the contract signed (%) between the estimated amount in 2021 and the actual amount of the contract signed this year
It is mainly due to the fact that 7.71% of the projects of Anhui communications Holding Group Co., Ltd. 50961 Daan Gene Co.Ltd(002030) 121, which were originally expected to be implemented by the related party, and some technologies Management service items are changed to those implemented by its subsidiaries or local governments.
2 provide engineering technology to related parties 53.9 0.02% of Lujiang Expressway 59 of Anhui Transportation Holding Group
Technology and management service Highway Management Co., Ltd
3 provide engineering technology to related parties Anhui Anhui Expressway Company Limited(600012) highway Co., Ltd. 738664.22 0.25%
Technical and Management Services Division
4 provide engineering technology to related parties Anhui Traffic Control Engineering Group Co., Ltd. 10 0.00%
Technical and management services
5. Provide 121.03 0.05% of engineering technology Xuanguang Expressway Co., Ltd. to related parties
Technical and management services
6 provide engineering technology to related parties Anhui Xuming Expressway Management Co., Ltd. 130203.76 0.08%
Technology and management service companies
7. Provide related parties with 100345.96 0.13% of the investment of Huining Xuanhang Expressway in Ji’an
Technology and management service companies
8. Provide engineering technology to related parties. The management of fubeng Expressway in Anhui Province has 195 35.17 0.01%
Technology and management services limited liability company
No. related party transaction category the reason for the large difference between the estimated amount of related parties in 2021 and the actual amount of the contract signed (%) between the estimated amount in 2021 and the actual amount of the contract signed this year
9. Provide engineering technology to related parties. The economic efficiency of Anhui Yida expressway service area is 80.29.4 0.01%
Technology and Management Service Camp Management Co., Ltd
10 provide engineering technology to related parties Anhui Allianz Expressway Co., Ltd. 20 58.49 0.02%
Technical and management services
11 provide engineering technology to related parties Anhui Yuehuang Expressway Co., Ltd. 200103 0.04%
Technology and management service companies
12 provide engineering technology to related parties Anhui Anqing Yangtze River Highway Bridge Co., Ltd. 21 127.62 0.05%
Technical and management service companies
13. Provide engineering technology to related parties Anhui machao Expressway Co., Ltd. 13.79 0.01%
Technical and management services
14. Provide engineering technology to related parties Anhui Yangji Expressway Co., Ltd. 78.44 0.03%
Technical and management services
15 provide engineering technology to related parties Anhui Expressway Network Operation Co., Ltd. 500.00%
Technology and management service companies
16 provide engineering technology to related parties Anhui high speed media Co., Ltd. 200 96.18 0.04%
Technical and management services
No. related party transaction category the reason for the large difference between the estimated amount of related parties in 2021 and the actual amount of the contract signed (%) between the estimated amount in 2021 and the actual amount of the contract signed this year
17. Provide engineering technology to related parties Anhui Expressway Jiangnan Media Co., Ltd. 96.18 0.04%
Technical and management services
18 provide engineering technology to related parties Anhui Expressway Qingfeng Media Co., Ltd. 96.18 0.04%
Technical and management services
19. Provide 13.68 0.01% of engineering technology and safety huiwangqian Expressway Co., Ltd. to related parties
Technical and management services
20 provide engineering technology to related parties Anhui traffic control information industry Co., Ltd. 50.00%
Technical and management services
21 provide engineering technology to related parties Anhui traffic control Industrial Construction Co., Ltd. 124.6 0.05%
Technical and Management Services Division
22 provide engineering technology to related parties Anhui Gaoyuan Logistics Co., Ltd. 95.69 0.04%
Technical and management services
23. Provide engineering technology to related parties Anhui hezong Expressway Co., Ltd. 87.62 0.03%
Technical and management services
The engineering technology provided to related parties was originally expected to be provided by Anhui Traffic Control Technology Co., Ltd Management services Anhui traffic control construction management Co., Ltd. changed the project implemented by 359376 1.36% share Group Co., Ltd. to the implementation of the related party.
No. related party transaction category: estimated proportion of related parties in similar business in 2021; estimated amount and actual amount of this year
