Securities code: Sailun Group Co.Ltd(601058) securities abbreviation: Sailun Group Co.Ltd(601058) Announcement No.: pro 2022030 Sailun Group Co.Ltd(601058)
Announcement of expected daily related party transactions in 2022
The company and all members of the board of directors guarantee that there are no false records, misleading statements or major omissions in the contents of the announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of the contents. Important content tips:
● whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
● impact of daily related party transactions on Listed Companies: the transaction price is fair and does not harm the interests of the company and non related shareholders. These related party transactions are the daily business activities of the company, which have no adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 31, 2022, the 31st meeting of the 5th board of directors of Sailun Group Co.Ltd(601058) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the expected daily connected transactions in 2022 by 7 votes in favor, 0 votes against and 0 abstentions, and the connected directors Mr. Yuan Zhongxue and Mr. Yuan song avoided voting. The independent directors of the company approved the matter in advance and agreed to submit the matter to the board of directors for deliberation. When the board of directors considered the matter, the independent directors expressed their consent.
The estimated amount of daily connected transactions shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) 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:
Content of related party transactions: estimated amount of related parties in 2021 (10000 yuan) actual trade amount in 2021 (10000 yuan)
Purchase software, spare parts and other controlling shares from affiliated equipment, molds, Mesnac Co.Ltd(002073) (hereinafter referred to as “soft 2350 Guangzhou Seagull Kitchen And Bath Products Co.Ltd(002084) 47 people”) and its holding subsidiaries
Products, synthetic rubber Mesnac Co.Ltd(002073) and its holding subsidiary 4500031417
Subtotal of commodities 28 Shenzhen Universe (Group) Co.Ltd(000023) 9864
Sell agents to 100008542 people of related adhesives and reagent AIDS Mesnac Co.Ltd(002073) and its holding subsidiaries
Products, tire products Cooper Tire & Rubber Company 8 Zte Corporation(000063) 420
Goods or companies controlled by them
Sailun Jinyu international tire Malaysia 1500293
Subtotal 9150072255
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.
(III) amount and category of daily connected transactions in 2022
Category and content of related party transactions: estimated actual amount of related party in 2022 (10000 yuan) and amount of related party in 2021 (10000 yuan)
Equipment, mould, Mesnac Co.Ltd(002073) and its holding subsidiary 13 Shenzhen Zhongheng Huafa Co.Ltd(000020) 8447 software, spare parts and other companies
Purchase of synthetic rubber and other materials Mesnac Co.Ltd(002073) and its holding subsidiaries from related parties
Products and commodity materials company 10800031417
Subtotal 2380 Lets Holdings Group Co.Ltd(002398) 64
Companies that sell rubber and reagent AIDS Mesnac Co.Ltd(002073) and its holding subsidiary Beijing Tongrentang Co.Ltd(600085) 42 products and commercial agents to related parties
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:
Company name registered capital main business domicile
No. (10000 yuan)
Mesnac Co.Ltd(002073) Co., Ltd. 933986 mechanical equipment, molds, computer software and hardware, automatic system design, development, production, sales, installation, municipal high tech Zone
Commissioning, maintenance, etc
Qingdao soft control machine electrical rubber processing special equipment, computer software and hardware development Shandong Qingdao 2 Cheng Co., Ltd. 120000 hair, production, sales, installation, commissioning and Technology City Jiaozhou City
Service, consultation, etc
3 Qingdao Youxiang supply chain 500 wholesale, retail and online sales, Shibei District, Shandong Qingdao Co., Ltd
4 development, production and sales of 20000 synthetic rubber, synthetic resin products and their raw materials of Fushun yikesi New Material Co., Ltd. and raw products and additives of Liaoning Fushun Material Co., Ltd
5 soft control united technology has 6000 special rubber processing equipment, mold development and production, sales, installation and commissioning and technical services of Shandong Zhucheng Co., Ltd
Qingdao Haiwei IOT computer software and hardware, network engineering and monitoring engineering of Shandong Qingdao 6 Technology Co., Ltd. 1000 technology research, technology transfer, technical service, consultation of Technology City high tech Zone, etc
7 Yikai new materials Co., Ltd. 27620 technology research of rubber new materials and mechanical equipment, technology transfer of Shandong Qingdao company, technical services, etc
8. Shibei District of Qingdao Huakong Energy Technology Co., Ltd., R & D, design, manufacturing and installation of 1000 new energy products, and sales of Shandong Qingdao Technology Co., Ltd
Dalian soft control electromechanical Co., Ltd. has 500 rubber machinery, plastic machinery, papermaking machinery and other products
Qingdao soft control measurement and inspection instrument and equipment calibration and technical services, 300 technical research and services of Shandong Qingdao 10 Measurement Technology Co., Ltd. for inspection and testing; Laboratory, product inspection, Shibei District test, etc
Environmental pollution prevention and control equipment, environmental protection and energy saving equipment
11. Technology research and development, technology transfer, technical service and technical consultation of Qingdao soft control Haike 3000 and technology and Biotechnology; Environmental protection and energy conservation set up municipal 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、 Main contents and pricing policies 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-renowned supplier of equipment and software in the rubber tire industry. According to the ranking of global rubber machinery industry enterprises’ sales revenue in 2020 published by European rubber magazine, 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 financial status and operating results of the company, and the main business, income and profits of the company and its holding subsidiaries will not rely on related parties due to such transactions.
6、 Opinions of independent directors
The independent directors’ prior approval opinions on this matter are as follows: the company and its holding subsidiaries expect that the price of daily related party transactions in 2022 is fair, which has no impact on the independence of the company, and no behavior damaging the interests of the company and shareholders is found, which is in line with the articles of association of the company
