Securities code: Xuchang Ketop Testing Research Institute Co.Ltd(003008) securities abbreviation: Xuchang Ketop Testing Research Institute Co.Ltd(003008) Announcement No.: 2022019 Xuchang Ketop Testing Research Institute Co.Ltd(003008)
Announcement on the forecast of daily connected transactions 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, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In order to strengthen the management of connected transactions and improve the efficiency of decision-making, according to the Listing Rules of Shenzhen Stock Exchange and relevant laws and regulations, Xuchang Ketop Testing Research Institute Co.Ltd(003008) (hereinafter referred to as "the company" and " Xuchang Ketop Testing Research Institute Co.Ltd(003008) ") and Xuchang Cape Electric Research Institute Co., Ltd. (hereinafter referred to as "Electric Research Institute") and its subordinate units (Journal of power system protection and control) The associated enterprise Xuchang Junyi Hotel Co., Ltd. (hereinafter referred to as "Junyi Hotel") has estimated the daily related party transactions involved in the purchase of goods and services, sales of goods and so on.
The company held the 11th meeting of the second board of directors on April 8, 2022, deliberated and passed the proposal on the estimation of related party transactions in Xuchang Ketop Testing Research Institute Co.Ltd(003008) 2022. Among them, Zhang Xiling, a related director of the company, has avoided voting on the relevant sub proposal as required, which was adopted by the other four non related directors by a unanimous vote. The expected matters of this daily connected transaction have been recognized and agreed by the independent directors in advance.
The actual amount of daily related party transactions between the company and Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel in 2021 is 3.9774 million yuan (including tax), and the estimated amount of daily related party transactions with Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel in 2022 is no more than 5.093 million yuan (including tax).
The above transactions are daily connected transactions, which do not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies, and do not constitute a reorganization and listing, and do not need to be approved by other relevant departments. In accordance with the stock listing rules of Shenzhen Stock Exchange and the articles of association, this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of daily related party transactions expected in 2022
The following is the forecast of the company's daily connected transactions in 2022:
Unit: 10000 yuan
Contract signing as of last year
Amount of related party transactions within related party transactions of related parties or amount incurred on the expected date
Amount calculated according to the principle of easy category pricing (including tax)
(tax included)
Electrical research calibration, park reference market
The price of management and printing from affiliated institutes and their subordinates is 144.00 29.36 115.32
Labor procurement unit design and other personnel
Commodities and catering and accommodation of Junyi Hotel refer to market 210.00 59.83 179.80
Labor service price
Subtotal 354.00 89.19 295.12
Electrical research, house leasing
Sales to affiliated hospitals and their subordinate information systems refer to market 125.30 20.69 76.38
Price of water and electricity sold by the seller's unit
Products, suppliers, etc
Pinjunyi Hotel water and electricity reference market 30.00 8.03 26.24
Price
Subtotal 155.30 28.73 102.62
(III) actual occurrence of daily related party transactions in the previous year
The company has performed relevant review on the daily connected transactions in 2021 in accordance with the articles of association and other provisions
The approval procedure shall be submitted to the approved Association of Electrical Research Institute and its subordinate units and associated enterprise Junyi hotel in 2021
The estimated total amount of Yi is 5.6925 million yuan (including tax), and the actual total amount of related party transactions is 3.9774 million yuan (including tax)
Tax), there is a difference between the actual amount and the estimated amount, and the difference does not meet the deliberation standard of the board of directors, which is in conformity with
Comply with the requirements of relevant regulations. The details are as follows:
Unit: 10000 yuan
The disclosure date of the actual amount actually incurred in the related transaction of the related party transaction and the amount of the related person of the easy category (including the proportion of the amount in the similar and expected amount index)
(tax included) business proportion variance
For details of electrical research and calibration and park management, the company disclosed to the affiliated Institute and its management, document and printing design 115.32 195.65 56.21% - 41.06% in April 2021, purchasing affiliated units and other labor services on the 12th
Commodities and catering and accommodation of Junyi Hotel 179.80 245.00 57.61% - 26.61% cninfo labor service (www.cn. Inf
Subtotal 295.12 440.65 57.05% - 33.03% o.com cn.）
Notice on 2021 sales Institute and its subordinate electric 76.38, 88.60, 74.43% - 13.79% of annual daily closed products and estimated commodities of affiliated unit joint transaction from affiliated electric research house leasing and water 26.24, 40.00, 25.57% - 34.40% of Junyi Hotel water electric
Subtotal 102.62 128.60 100.00% - 20.20% Announcement No.:
2021021
1. Under the influence of covid-19 pneumonia epidemic in 2021, floods and other factors, the meeting and related services originally planned to be purchased from Xuchang Cape Electric Research Institute Co., Ltd. and its subordinate units, and the catering and accommodation services purchased from Xuchang Junyi Hotel Co., Ltd. have been affected by the daily connection of the board of directors of the company, As a result, the actual amount of the company's purchase of goods and services from related parties in 2021 was 33.03% lower than expected.
Description of significant differences in the calculation 2. Affected by covid-19 pneumonia epidemic, flood disaster and other factors in 2021, the business volume of text printing design of Xuchang Cape Electric Research Institute Co., Ltd. and its subordinate units decreased, and the business volume of Xuchang Junyi Hotel Co., Ltd. decreased. In addition, Xuchang Junyi Hotel Co., Ltd. changed to independent supply of hot water in 2021 Hot water will not be purchased from Xuchang Ketop Testing Research Institute Co.Ltd(003008) any more, resulting in a 20.20% decrease in the actual amount of products and commodities sold by the company to related parties in 2021.
The independent directors of the company have verified the daily transactions. The independent directors believe that the explanation of the board of directors of the company on the actual occurrence and occurrence of the daily connected transactions in 2021 is consistent with the actual situation of the company. If there is a large difference in the prediction of the connected transactions, it follows the principle of "fairness, impartiality and fairness" and the decision-making procedure is legal, The transaction pricing is fair and reasonable, and there is no damage to the interests of the company and other shareholders, especially the interests of minority shareholders.
2、 Related person introduction and relationship
(I) basic information
1. Company name: Xuchang Cape Electric Research Institute Co., Ltd
Legal representative: Zhang Xiling
Registered capital: 15 million yuan
Address: No. 17, Shangde Road, Xuchang City
Main business: standard research, formulation, revision, standard technology evaluation and technical services in the field of power equipment and intelligent appliances; Calibration of test and detection equipment and instruments; R & D, production, sales, maintenance and technical services of calibration instruments and equipment; Conference and exhibition services; Equipment leasing; estate management.
2. Company name: Journal of power system protection and control
Legal representative: Han Wanlin
Registered capital: 10 million yuan
Address: No. 1706, Xuji Avenue, Xuchang City
Main business: editing, publishing and distribution of power system protection and control magazine; Design, produce, publish and act as an agent for all kinds of advertisements; Computer graphic, video and multimedia design and production; Design and manufacture of signs and namesectors; Website design and construction; Photography services; Celebration planning; Conference services; Exhibition services; Indoor and outdoor decoration design and construction; Sales of computers, accessories and consumables; Sales of office supplies; Printing of other printed materials (excluding Publications); Technical retrieval services.
The following table is shown in the Journal of integrated protection and control:
Unit: 10000 yuan
December 31, 2021 January December 2021
Total assets net assets operating income net profit
26145842593648119835128780 [note]
Note: as of December 31, 2021, electric research institute holds 22.50% of the shares of the company, and its net profit in 2021 mainly comes from the investment income brought by holding the shares of the company.
3. Company name: Xuchang Junyi Hotel Co., Ltd
Legal representative: Ding Xiaolei
Registered capital: 10 million yuan
Address: intersection of Weiwu Avenue and Shangde Road, Xuchang City
Main business: accommodation; Food and Beverages; Foot therapy; Health massage; Fitness services; Sales of daily necessities, clothing, shoes and hats, and office supplies; Retail of prepackaged food and cigarettes; Car Rental; Cleaning service; Parking service; Conference and exhibition services; House leasing; Sales of handicrafts (excluding cultural relics).
The main financial data of Junyi hotel in 2021 are shown in the table below:
Unit: 10000 yuan
December 31, 2021
