Sinolink Securities Co.Ltd(600109)
About Sailun Group Co.Ltd(601058)
Verification opinions on daily connected transactions
In accordance with the requirements of relevant laws, regulations and normative documents such as the securities law, the measures for the administration of recommendation business for securities issuance and listing (hereinafter referred to as the “recommendation measures”), the stock listing rules of Shanghai Stock Exchange (hereinafter referred to as the “Listing Rules”), the measures for the administration of information disclosure of listed companies (hereinafter referred to as the “Information Disclosure Measures”), etc, As the continuous supervision organization of Sailun Group Co.Ltd(601058) (hereinafter referred to as ” Sailun Group Co.Ltd(601058) ” or “the company”) for the non-public offering of shares in 2020, Sinolink Securities Co.Ltd(600109) (hereinafter referred to as ” Sinolink Securities Co.Ltd(600109) ” or “the sponsor”) conducted a careful and careful verification of the company’s estimated daily connected transactions in 2022. The details of verification are as follows:
1、 Basic information of daily connected transactions
(I) prediction and implementation of daily connected transactions in 2021
In 2021, the prediction and implementation of daily related party transactions between the company and its holding subsidiaries and relevant related parties are as follows:
Unit: 10000 yuan
Content of related party transactions related parties 2021
Estimated amount and actual amount of trade category
To related equipment, molds, Mesnac Co.Ltd(002073) (hereinafter referred to as “soft control”)
Software, spare parts and other shares “) and its holding subsidiary 2350 Guangzhou Seagull Kitchen And Bath Products Co.Ltd(002084) 47 people
Products, synthetic rubber Mesnac Co.Ltd(002073) and its holding subsidiary 4500031417
Subtotal of commodities 28 Shenzhen Universe (Group) Co.Ltd(000023) 9864
Adhesive and reagent aid Mesnac Co.Ltd(002073) and its holding subsidiaries
Agent, etc. 100008542
A company that sells Cooper Tire & Rubber Company or its 8 Zte Corporation(000063) 420 products and tire products
Commodity race round Jinyu international tire Malaysia 1500293
Subtotal 7291500
Total 371500312119
According to the company’s development strategy and business needs, the company invested in the construction of Weifang factory, Vietnam phase III and Cambodia factory in 2021, and daily related party transactions are expected. During the actual implementation, the company adjusted and reduced the amount of related party purchase according to the changes of external environment and the actual situation of internal operation.
In the third quarter of 2021, the epidemic prevention and control in Vietnam was upgraded, resulting in the production capacity of actr plant in Vietnam was lower than expected, so the actual sales amount to relevant related parties was lower than the original expected amount.
(II) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
Category and content of related party transactions expected amount and actual amount of related parties in 2022 and 2021
Equipment, mould, software, Mesnac Co.Ltd(002073) and its holding subsidiaries
13 Shenzhen Zhongheng Huafa Co.Ltd(000020) 8447 spare parts are purchased from related parties
Products, commodities, synthetic rubber and other materials Mesnac Co.Ltd(002073) and its holding subsidiary 10800031417
Subtotal 2380 Lets Holdings Group Co.Ltd(002398) 64
Sales of adhesives, reagents and additives to related parties Mesnac Co.Ltd(002073) and its holding subsidiaries
Products and commodities Beijing Tongrentang Co.Ltd(600085) 42
Total 2440 Nantong Jianghai Capacitor Co.Ltd(002484) 06
2、 Introduction and relationship of related parties
(I) basic information of related parties involved in related party transactions:
Serial number company name registered capital main business domicile
(10000 yuan)
Mechanical equipment, molds, computer software and hardware, from 1 Mesnac Co.Ltd(002073) 93398.6674 automation system design, development, production, sales and high tech Zone, Qingdao, Shandong Province
Installation, commissioning, maintenance, etc
Qingdao soft control electromechanical engineering rubber processing special equipment, computer software and hardware of Shandong Qingdao 2 Co., Ltd. 120000 development, production, sales, installation, commissioning and Jiaozhou
Technical service, consultation, etc
Qingdao Youxiang supply chain has wholesale, retail and online sales, and 500 Shibei District of Shandong Qingdao 3 Co., Ltd
Fushun IKOs new material synthetic rubber, synthetic resin products and their raw materials and
4. Development, production and sales of 20000 derivative products and additives of the company, Fushun City, Liaoning Province, etc
Development of special rubber processing equipment and molds of soft control United Technology Co., Ltd., 6000 production, sales, installation and commissioning and technical services of Zhucheng 5 company in Shandong Province
Qingdao Haiwei IOT technology computer software and hardware, network engineering and monitoring engineering technology research, technology transfer, technical service and high tech Zone of Shandong Qingdao 6 Co., Ltd
Technical consultation, etc
Shandong Huangyi new technology and materials research Co., Ltd
8 R & D, design and manufacturing of 1000 new energy products of Qingdao Huakong Energy Technology Co., Ltd. in Qingdao, Shandong Province
Ltd. in Shibei District
Dalian soft control electromechanical Co., Ltd. produces 500 products of 9 company in Zhuanghe City, Liaoning Province, such as rubber machinery, plastic machinery and paper machinery
Calibration and technical services of Qingdao soft control measuring and testing instruments and equipment, and technical research and services of inspection and testing 300 of Shandong Qingdao 10 Technology Co., Ltd; Laboratory, product inspection, Shibei District
Inspection and testing, etc
Environmental pollution prevention and control equipment, environmental protection and energy saving equipment and
Technology R & D, technology transfer, technical service and technical consultation of Qingdao soft control Haike technology and Biotechnology Co., Ltd; Environmental protection and energy saving high tech Zone
Equipment, environmental pollution prevention and control equipment, etc
(II) relationship with listed companies
Mr. Yuan Zhongxue, the chairman of the company, is the actual controller of Mesnac Co.Ltd(002073) and, according to paragraph (III) of article 6.3.3 of the Listing Rules of Shanghai Stock Exchange, legal persons or other organizations other than the company, holding subsidiaries and other entities controlled by Mr. Yuan Zhongxue, who is directly or indirectly controlled by Mr. Yuan Zhongxue or serves as directors and senior managers, constitute the related parties of the company, Therefore, the transactions between the company and Mesnac Co.Ltd(002073) and its holding subsidiaries constitute related party transactions.
3、 Pricing policy of related party transactions
The transactions between the company (including holding subsidiaries) and related parties are mainly the purchase of equipment, molds, software, spare parts, rubber, etc. in the process of daily production and operation, as well as the sale of rubber, reagent additives, etc.
The daily related party transactions between the company (including holding subsidiaries) and related parties are to negotiate the transaction price in accordance with the principles of openness, fairness and fair and reasonable price without violating relevant laws, regulations and provisions, and the transaction price will be determined by both parties with reference to the market price, without damaging the interests of the company and shareholders. 4、 Performance capacity of related parties
The above-mentioned related parties have good credit status and strong performance ability. The performance of previous transactions with the company (including holding subsidiaries) is good. According to experience and reasonable judgment, they also have good performance ability in the future. 5、 Transaction purpose and impact on Listed Companies
(I) transaction necessity
Mesnac Co.Ltd(002073) is committed to industrial information technology and digital equipment manufacturing. Based on the rubber industry, it extends the industrial chain and continues to maintain its leading position in the same industry in China. It is also a world-famous ranking of equipment sales revenue in the rubber tire industry, Mesnac Co.Ltd(002073) ranks first in the world. According to the company’s development strategy and business needs, the company will continue to promote the construction of phase III project in Vietnam and invest in the construction of Cambodian all steel radial tire and other projects in 2022. Considering the industry status and product cost performance of Mesnac Co.Ltd(002073) and other factors, it is expected to purchase some equipment, molds, software, spare parts and other products from Mesnac Co.Ltd(002073) or its holding subsidiaries in 2022.
In addition to the relevant equipment required for tire production, Mesnac Co.Ltd(002073) ‘s holding subsidiary also produces synthetic rubber and new rubber materials through the world’s first chemical mixing method. The liquid gold tire produced by the company using these new materials breaks the “devil’s triangle” law of the tire industry, which can not only reduce rolling resistance and improve wet skid resistance, but also greatly improve the wear resistance of the tire, Relevant indicators have been certified by authoritative institutions at home and abroad and verified by real vehicle testing. In order to further improve the competitiveness of the company, the company and its holding subsidiaries are expected to continue to purchase synthetic rubber and other materials from Mesnac Co.Ltd(002073) holding subsidiaries. At the same time, due to the continuous improvement of its ability to produce new rubber materials, the purchase amount is expected to increase year-on-year in 2022. In addition, in order to further reduce its production costs, the company is expected to sell some rubber materials, reagent additives and other materials to it at a fair price.
(II) impact on Listed Companies
The related party transactions between the company and its holding subsidiaries and the above related parties follow the principle of fairness and rationality. The transactions of both parties are agreed through contracts or orders. The transaction price is fair and does not damage the interests of the company and non related shareholders. These related party transactions are the daily business activities of the company and its holding subsidiaries, which will not have an adverse impact on the company’s financial status and operating results, and the main business, income and profit of the company and its holding subsidiaries will not be affected by such transactions
