Securities code: Shareate Tools Ltd(688257) securities abbreviation: Shareate Tools Ltd(688257) Announcement No.: 2022006 Shareate Tools Ltd(688257)
Announcement on confirmation of related party transactions in 2021 and daily related party transactions expected 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
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: this related party transaction is a daily related party transaction of the company. It is a normal production and operation business. It takes the market price as the pricing basis, follows the principle of equality and voluntariness, and the transaction risk is controllable. It will not form a great dependence on related parties, affect the independence of the company, and damage the interests of the company and shareholders. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The audit committee meeting of Shareate Tools Ltd(688257) (hereinafter referred to as “the company” or ” Shareate Tools Ltd(688257) “) deliberated and adopted the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022, and agreed to submit the proposal to the board of directors of the company for deliberation. On April 19, 2022, the company held the 9th meeting of the 4th board of directors, deliberated and approved the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022, agreed to submit the proposal to the general meeting of shareholders for deliberation, and the connected directors Wu Hehong and Yuan AI have avoided voting. On April 19, 2022, the company held the fifth meeting of the Fourth Board of supervisors. The related supervisors Liu Yong, Ji Weiyuan and Shuai Baichun all avoided voting on the proposal and agreed to submit the proposal to the general meeting of shareholders for deliberation. The review procedures comply with the provisions of relevant laws and regulations.
The audit committee of the board of directors of the company has issued a written audit opinion with explicit consent. The related party transactions of the company in 2021 and the daily related party transactions in 2022 are expected to meet the needs of the company’s operation and development. The related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The price of related party transactions is determined according to the market price, and the pricing is objective and fair. The voting is avoided during deliberation.
The independent directors of the company have expressed their prior approval opinions and independent opinions. Based on the principle of independence in 2021, the directors believe that there will be no impact on the interests of the company’s independent shareholders and related party transactions in 2022, which will not cause damage to the interests of the company’s independent shareholders and the market. The independent directors agreed to submit the proposal on confirming the connected transactions in 2021 and the daily connected transactions expected in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) prediction and implementation of related party transactions in 2021
1. Related party transactions
Unit: 10000 yuan
Reasons for the large difference between the actual estimated amount in 2021 and the actual amount of the related party in 2021
To associated antimony MA (Suzhou) Precision Tool Co., Ltd. 400.00 221.05
People purchase Co., Ltd. and its controlled enterprises
Commodity Andreou family trust 0.21 temporary matters, subtotal of water expenditure 400.00 221.26
To related antimony MA (Suzhou) Precision Tool Co., Ltd. 200.00 203.51
Human Sales Co., Ltd. and its controlled enterprises
Subtotal of products 200.00 203.51
Andreou Family Trust 172.71 183.29
Lease off Andreou family trust & 41.14 41.14
Joint party room Andreou superannuation (JV)
Suzhou Hongrui Management Consulting Co., Ltd. 212.32 212.32
Subtotal 426.17 436.75
Total 102617 861.52
Note: matters related to the lease of the related parties Andreou family trust, Andreou family trust & Andreou superannuation (JV):
(1) The estimated amount in 2021 is estimated in Australian dollars and converted at the end of the year according to the annual average exchange rate. The estimated amount in 2021 is $35837500 and $8537400 respectively, and the actual amount is $38032291 and $8537400 respectively.
(2) Reasons for the difference between the estimated amount and the actual amount: after the first year of the contract was completed on June 30, 2021, a supplementary agreement was signed on the contract, the rent from July 1, 2021 was increased according to the CPI of the current year, and the leased area was increased due to the needs of business development.
2. Related party guarantee
The total guarantee amount at the expected time point in 2021 will not exceed 400 million yuan, the total guarantee amount at the actual time point in 2021 will not exceed 2225654 million yuan, and the guarantee balance at the end of the period will be 2042407 million yuan.
(III) estimated amount and category of daily connected transactions in 2022
1. Daily connected transactions
Unit: 10000 yuan
The estimated amount from the beginning of this year to the beginning of this year accounts for the exposure date of the same kind and accounts for the amount of the related person’s estimated cash business compared with the related person’s actual payment business compared with the actual payment category of the previous year (%) Cumulative generated amount case (%) the original amount cause of the difference between the generated amount and the transaction amount
Xiangguan antimony MA (Suzhou) essence
Lianrenmi tool shares have 400.00 75.47 82.52 221.05 68.43
Purchase limited companies and enterprises controlled by them
Subtotal 400.00 75.47 82.52 221.05 68.43
Xiangguan antimony MA (Suzhou) essence
Lianrenmi tool shares have 500.00 3.85 45.12 203.51 2.26
Sales limited companies and enterprises controlled by them
Subtotal 500.00 3.85 45.12 203.51 2.26
Andreou Family 202.31 28.90 49.29 183.29 29.40
Trust
Lease Andreou family
Associated Trust & Andreou 41.14 5.88 10.17 41.14 6.60
Fang Fang Superannuation
House (JV)
Suzhou Hongrui management 324.08 46.30 81.02 212.32 34.06
Consulting Co., Ltd
Subtotal 567.53 81.08 140.48 436.75 70.06
Total 146753 268.12 861.31
Note: (1) the amount of related party transactions involved in leasing related parties Andreou family trust, Andreou family trust & Andreou superannuation (JV) houses is estimated in Australian dollars and converted at the annual average exchange rate of 2021.
The estimated amount is $374300 and $8598414 in 2024 respectively.
(2) In 2022, the rental cost of the house leased by the company to Suzhou Hongrui Management Consulting Co., Ltd. increased. On the one hand, the rental area of the plant was increased due to the expansion of the production line of the cermet business. On the other hand, the rental unit price was increased according to the surrounding rental market price through negotiation between the two parties.
2. Related party guarantee
The related party Suzhou Hongrui Management Consulting Co., Ltd. agrees to provide free guarantee for the comprehensive credit and loan of the company’s Bank, with a guarantee limit of 250 million yuan (the guarantee balance at any time point shall not exceed 250 million yuan). The guarantee amount from the beginning of this year to the highest time point on the disclosure date was 2042407 million yuan, and the guarantee balance on the disclosure date was 981239 million yuan.
2、 Basic information and relationship of related parties
Explain the related parties involved in daily related party transactions separately, including but not limited to:
(I) basic information of related parties
1. Antima (Suzhou) precision tools Co., Ltd
Enterprise name: antima (Suzhou) precision tools Co., Ltd
Legal representative: Ling Bing
The registered capital is 17.7 million yuan
Date of establishment: October 15, 2007
Unified social credit code 91320594667649625x
Registered address: No. 136, egghouse Road, Weitang Town, Xiangcheng District, Suzhou
Processing, production, sales and import of precision CNC tools, high hardness milling cutters, high hardness drill bits and reamers
Business scope: export business, and provide relevant technical consultation and after-sales service. (projects subject to approval according to law shall be approved by
Business activities can only be carried out after approval by relevant departments)
2. Suzhou Hongrui Management Consulting Co., Ltd
Company name: Suzhou Hongrui Management Consulting Co., Ltd
Legal representative: Wu Hehong
The registered capital is 3.5 million yuan
Date of establishment: August 16, 2004
Unified social credit code 9132059476514417xy
Registered address: No. 6, Weixi Road, Suzhou Industrial Park
Business scope: enterprise management consulting services, self owned house leasing services. (for projects that need to be approved according to law, the relevant department shall approve them
Business activities can only be carried out after approval by relevant departments)
3、Andreou Family Trust
Enterprise name Andreou family trust
Residence 265 Victoria Road, Hovea wa6071
Registered address 265 Victoria
