Securities code: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) securities abbreviation: Zhejiang Dayuan Pumps Industry Co.Ltd(603757) Announcement No.: 2022020 Zhejiang Dayuan Pumps Industry Co.Ltd(603757)
Announcement on the forecast of 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:
● according to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the company’s expected matters on the daily connected transactions in 2022 need not be submitted to the general meeting of shareholders for deliberation.
● the company expects that the daily related party transactions in 2022 will not damage the interests of the company and non related shareholders, affect the independence of the company, and the company’s main business will not rely on related parties. 1、 Estimated basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 7, 2022, the ninth meeting of the third board of directors of Zhejiang Dayuan Pumps Industry Co.Ltd(603757) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Han Yuanfu, Han Yuanping and Wang Guoliang avoided voting during the deliberation of the proposal, and the other directors unanimously passed it; The total amount of daily related party transactions expected to occur in 2022 does not exceed 5% of the absolute value of the latest audited net assets of the company. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The independent directors of the company approved the related party transaction in advance and agreed to submit the above proposal to the board of directors of the company for deliberation and express independent opinions as follows:
The related party transactions between the company and its subsidiaries and related parties in 2021 are true and effective, follow the principles of equality, voluntariness, equivalence and compensation, and the terms determined in the relevant agreements are fair and reasonable, without damaging the interests of the company and its shareholders; The prediction of daily connected transactions in 2022 meets the needs of the company’s production and operation development, and the determination principle of relevant transaction prices is fair and reasonable, which is in line with the interests of the company and all shareholders. Agree to the matter.
(II) prediction and implementation of daily connected transactions in 2021
Estimated amount in 2021 actual amount in 2021
Related party transaction category related party
(10000 yuan) (10000 yuan)
Purchase of raw materials from related parties
Hanshan Daxing metal 1200386.56 materials purchased fuel from related parties
Dayuan petroleum 500279.48 or power
Yancheng fat tower Trading Co., Ltd
200216.77 company (indirectly controlled by Yu Yujiao)
Selling products to related parties
Commodity Yanghai 30 6.83
Subtotal 230223.60
Total 1930889.64
Note 1: for the full name of related parties, see “II. Introduction to related parties and related relationships” (the same below). Note 2: the difference between the previous estimated amount and the actual amount of the transaction between the company and Hanshan Daxing metal is mainly due to the large change in the actual production demand of the company during the reporting period compared with the estimated value at the beginning of the reporting period.
(III) forecast of daily connected transactions in 2022
The reason why the difference between the estimated amount of related party transactions in 2022 from the beginning of this year to the disclosure date and the estimated amount this time and the accumulated annual actual amount of the related parties of the itemized related parties of the above proposal is quite different from the category amount (10000 yuan) and the transaction amount (10000 yuan)
Purchase from related parties
8-1 Hanshan Daxing metal 9609740
Buy raw materials
Purchase from related parties
8-2 buy fuel or dynamic Dayuan oil 400 54.90
power
Yancheng fat tower Trading Co., Ltd
8-3 Co., Ltd. (Yu Yujiao 270 65.13)
Selling to related parties (indirect control)
Selling products and suppliers
8-4 pinyanghai 20 0.4
Subtotal 290 65.53
Total 165000 217.83
2、 Introduction to related parties and related relationships
(I) introduction to related parties
1. Hanshan Daxing metal
Its full name is Hanshan Daxing metal products Co., Ltd., with a registered capital of 10 million yuan; Address: Xinzhiyuan East Road, Hanshan Industrial Park, Anhui Province (Lintou Town, Hanshan county); Business scope: manufacturing and sales of aluminum die castings; Mold manufacturing and sales.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
Hanshan Daxing metal is one of the actual controllers of the company, and won is an enterprise in which closely related family members participate in shares and implement significant influence. In accordance with the relevant provisions of the stock listing rules, the company is an affiliated legal person of the company.
2. Dayuan petroleum
Its full name is Wenling Dayuan Petroleum Sales Co., Ltd. Registered capital: 1.96 million yuan; Enterprise domicile: Tianhuang village, Zeguo Town, Wenling City; Business scope: retail of gasoline, kerosene and diesel (limited to Dayuan gas station of Wenling Dayuan Petroleum Sales Co., Ltd.). Wholesale and retail of non hazardous chemical lubricating oil and non hazardous chemical fuel oil.
Dayuan petroleum is another enterprise controlled by the same actual controller as the company. In accordance with the relevant provisions of the stock listing rules, the company is an affiliated legal person of the company.
3. Yu Yujiao and Yancheng fat tower Trading Co., Ltd
Yu Yujiao is a close family member of won Zai, one of the actual controllers of the company. In accordance with the relevant provisions of the stock listing rules, it is an affiliated natural person of the company.
Yancheng fat tower Trading Co., Ltd.: registered capital: 1 million yuan; Address: Room 101, building A2, fengyuanyuan, east of Xihu Road, Binhai County, Yancheng City; Business scope: wholesale, retail, Internet retail and maintenance of pumps, electrical equipment, household appliances, daily necessities and hardware products (except electric tricycles). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Yancheng fat tower Trading Co., Ltd. is an enterprise indirectly controlled by Yu Yujiao. According to the relevant provisions of the stock listing rules, it is recognized as the affiliated legal person of the company.
4. Yang Hai
Yang Hai is a close family member of Yang Dezheng, a former senior manager of the company. As of the disclosure date of this announcement, Yang Dezheng has left the company’s senior management for less than 12 months. In accordance with the relevant provisions of the stock listing rules, it is an affiliated natural person of the company.
(II) performance capability analysis
The above related parties have normal production and operation, can strictly abide by the contract in their business contacts with the company, and have strong performance credit and ability.
3、 Pricing principles and basis of daily connected transactions
The pricing principle of the daily related party transactions proposed by the company will be determined fairly and reasonably according to the market conditions. Neither party of the transaction shall use its own advantages or monopoly position to force the other party to accept unreasonable conditions. The pricing of related party transactions of the company is based on national policies and market conditions, and mainly follows the following principles:
(I) if there is national pricing (referring to the pricing by the price department of the government or the pricing method that should be implemented by the state), it shall be priced according to the state;
(II) if there is no national pricing, it shall be priced with reference to the market price;
(III) if there is no market price, the cost plus method (referring to adding reasonable profit to the cost of traded goods or services) shall be applied;
(IV) if there is no national price or market price and it is not suitable to use the cost plus method, the agreement pricing method shall be adopted.
4、 Purpose of related party transactions and its impact on Listed Companies
Related parties have the resources and channel advantages required by the company’s production and operation, and it is inevitable to have business dealings with them in the company’s daily operation. Through such related party transactions, they serve the company’s production and operation and realize complementary advantages and rational allocation of resources through professional cooperation.
The related party transactions of the company comply with the provisions of relevant laws, regulations and systems. The transactions are carried out openly and reasonably under the principle of market economy, so as to achieve the purpose of mutual benefit and common development. The related party transactions of the company do not harm the interests of the company and non related shareholders.
The above daily connected transactions are necessary and continuous, and have no impact on the independence of the company. The main business of the company is not hereby announced.
Zhejiang Dayuan Pumps Industry Co.Ltd(603757) board of directors April 8, 2022
