China Securities Co.Ltd(601066)
About Zhejiang Yinlun Machinery Co.Ltd(002126)
Expected verification opinions on daily connected transactions in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as " China Securities Co.Ltd(601066) securities" or "recommendation institution") as a recommendation institution for Zhejiang Yinlun Machinery Co.Ltd(002126) (hereinafter referred to as " Zhejiang Yinlun Machinery Co.Ltd(002126) " or "company") to publicly issue convertible corporate bonds, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, and other relevant provisions, the relevant matters expected for daily connected transactions in Zhejiang Yinlun Machinery Co.Ltd(002126) 2022 were carefully verified, The details are as follows:
1、 Basic information of daily connected transactions
1. Overview of related party transactions
Based on the principle of mutual benefit, in 2022, the company, its holding subsidiary and its affiliated company Tiantai yinlun industry and Trade Development Co., Ltd. (hereinafter referred to as "yinlun industry and trade") and its subsidiaries (Zhejiang Wanhe Auto Parts Co., Ltd. (hereinafter referred to as "Wanhe auto parts"), Virginia yinlun (Weifang) exhaust control technology Co., Ltd. (hereinafter referred to as "Virginia yinlun") Zhejiang Natural Outdoor Goods Inc(605080) (hereinafter referred to as "Zhejiang nature") is expected to have daily related party transactions of about 139334 million yuan, and the actual amount of daily related party transactions between the company and related parties in 2021 is 357245 million yuan.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and connected transactions, the estimated amount of daily connected transactions in 2022 is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2. Estimated category and amount of daily related party transactions
The categories and amounts of daily related party transactions between the company and related companies in 2022 are as follows:
Unit: 10000 yuan
Related party transactions related party transactions pricing contract signing amount of related party transactions as of the disclosure date, the principle amount or estimated amount of related party content issued in the previous year
Selling fogia yinlun water electric to related parties according to the market price of 96.00, 26.36 and 97.46
Subtotal, fuel sales and operating expenses
Force 96.00 26.36 97.46
According to the market price 103.00 14.13 69.77
Selling Zhejiang Natural Outdoor Goods Inc(605080) selling equipment to related parties according to the market price of 8.00 0.00 5.91
Products sold, goods sold by shangwanhe auto parts are subject to the market price of 1.00 0.00 0.20
Subtotal of products
112.00 14.13 75.88
Faurecia silver wheel technical service is based on the market price of 12.00 2.63 47.25
Provide the related party with the labor service of Foggia yinlun according to the market price of 180.00 0.00 0.00 Zhejiang Natural Outdoor Goods Inc(605080) technical service according to the market price of 10000 and auto parts technical service according to the market price of 1.00 0.26 0.00 subtotal 194.00 2.89 47.25
Accept the distribution agreement of related party Virginia silver wheel and entrust it to sell on behalf according to the market price of 300.00 105.84266071
Sell its products, subtotal 300.00 105.84266071 goods
The rental of yinlun industrial and trade house of the related party is based on the market price of 49.71 12.43 62.43 million buildings and the rental of auto parts house is based on the market price of 271.00 67.70 270.60 subtotal 320.71 80.13 333.03
The house of Virginia silver wheel is rented out to related parties according to the market price of 155.63, 38.71 and 130.77
Subtotal of rental housing construction
Object 155.63 38.71 130.77
Collect Wanhe auto parts water and electricity from related parties according to the market price of 215.00 53.98 208.10
Subtotal, fuel and fuel purchases
Force 215.00 53.98 208.10
Total 139334 322.04355320
3. Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions related party transactions related party transactions fixed actual issuance expected occurrence actual occurrence disclosure date category related party content price principle difference between the amount generated and the expected period and claim amount
According to the market price of 97.46 90.00 8.29% 202125
Subtotal of fuel sales 97.46 90.00 8.29%
And power
Parts sold by Virginia silver wheel are based on the market price of 69.77 130.00 - 46.33% 202125
Yinlun industry and trade
Sales of goods to related parties (including their subsidiaries) are based on the market price of 0.08 0.00-
Sales (products, Division)
Commodity Zhejiang Natural Outdoor Goods Inc(605080) sales equipment according to the market price of 5.91 10.00 - 40.90% 2021250000 and auto parts sales tooling according to the market price of 0.20 15.00 - 98.67% 202125
Yinkang biological sells goods according to the market price of 0.27 0.00-
Subtotal 76.23 155.00 - 50.82%
Purchase fuel from the related party Wanhe auto parts, water and electricity according to the market price of 208.10 204.00 2.01% 202125
And power subtotal 208.10 204.00 2.01%
Faurecia silver wheel technical service is based on the market price of 47.25-80.00-40.93% 202125
Provide labor services to the related party Foggia yinlun according to the market price of 0.00 170.00 - 100.00% 202125 Zhejiang Natural Outdoor Goods Inc(605080) labor services according to the market price of 18.90 14.00 35.00% 202125 subtotal 66.15 264.00 - 74.94%
Accept the associated Faurecia silver wheel distribution agreement according to the market price
The entrusted agent 266071574182 - 53.66% 202125 is the subtotal of its sales
Products and commodities 266071574182 - 53.66%
Rent the related yinlun industrial and trade house, and rent it according to the market price of 62.43 66.67 - 6.36% 202125
The rental of jianwanhe auto parts house is based on the market price of 270.60 282.08 - 4.07% 202125
Subtotal of buildings 333.03 348.75 - 4.51%
Rent the house to the related party Virginia yinlun according to the market price of 130.77 115.03 13.68% 202125
Subtotal of rental housing 130.77 115.03 13.68%
building
Total 357245691860 - 48.36%
In 2021, the actual amount of the company's daily related party transactions decreased by 48.36% compared with the expected amount, mainly due to the decrease in the amount of the daily related party transactions with the board of directors of Faurecia.
Affected by the national emission regulations, the actual situation of national five-year transaction and the installed capacity of pre products decreased significantly in 2021, and the transaction amount according to the distribution agreement between the two sides decreased significantly. At the same time, due to the impact of the epidemic situation, the board of directors of Virginia silver wheel was not held in 2021, and the payment of relevant labor service fees was not carried out (if applicable). It is expected that the payment will be carried out after being reviewed by the board of directors of Virginia silver wheel.
The independent directors of the company verified that the actual amount of daily related party transactions in 2021 was significantly different from the expected amount, mainly due to the actual situation of Folian transactions and the related party transactions of geeya yinlun. The actual decrease was mainly affected by the epidemic and the market, which was in line with the statement that there was a great difference between the objective situation and the prediction, and there was no damage to the interests of the listed company. Description (if applicable)
2、 Related person introduction and relationship
1. Basic information of affiliated companies
(1) Tiantai yinlun industry and Trade Development Co., Ltd
Registered capital: 30 million yuan
Registered address: No. 134, Chicheng Road, Tiantai County, Zhejiang Province
