China Dive Company Limited(300526)
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.
1、 Basic information of daily connected transactions
China Dive Company Limited(300526) (hereinafter referred to as “the company”) expects the total amount of daily related party transactions with related parties to be 15.37 million yuan in 2021, and the actual amount is 3.23 million yuan. The company expects that the total amount of daily connected transactions with related parties in 2022 will not exceed 3.7 million yuan.
On April 20, 2022, the 34th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The above matters need to be submitted to the general meeting of shareholders for deliberation and approval.
Prior to the deliberation of this proposal, the company reported the details of this connected transaction to the independent directors of the company in advance, and obtained the prior approval of the independent directors. The independent directors expressed their independent opinions: the related party transactions between the company and related parties in 2022 are for the needs of the company’s normal production and operation. The transaction pricing follows the fair and fair market principle, and the transaction amount is expected to be objective and reasonable. When the board of directors deliberated and adopted the proposal, the voting procedures were legal and compliant, there were no violations, no damage to the rights and interests of shareholders and the company, and complied with the regulatory authorities and relevant laws Regulations, articles of association, etc.
2、 Expected daily related party transaction category and specific amount
Unit: Yuan
As of the disclosure date, the contract signing amount of related party transactions related party transactions
Amount of pricing principle or estimated amount of related party’s easy content amount of last year
Zhongtian equipment company sells goods at a market price of 700 China Baoan Group Co.Ltd(000009) 6 Shenzhen Zhenye(Group)Co.Ltd(000006) 4206337 division and equipment
The price of Huizhou Yayan company’s collection and payment market to related parties is 07954847, and the water and electricity fee of the product and commodity department is 0
Subtotal 700 China Baoan Group Co.Ltd(000009) 6 Shenzhen Quanxinhao Co.Ltd(000007) 2161184
Fahrenheit International Commercial Office vehicle market pricing 09280000
Related lease / factoring (Shenzhen lease 0)
Lessee (Shenzhen) Co., Ltd
department
Subtotal 9280000
Zhongtian equipment public housing and equipment market price 300 China Vanke Co.Ltd(000002) 23 China Vanke Co.Ltd(000002) 16543966
Company standby lease 0
Related lease / as Huizhou Yayan public house leasing market pricing 0 02832000
Rental Housing Department
Subtotal 300 China Vanke Co.Ltd(000002) 23 China Vanke Co.Ltd(000002) 19375966
0
3、 Actual occurrence of daily related party transactions in the previous year
Actual occurrence
Related party transactions related party transactions actual amount estimated amount actual amount and estimated disclosure date category content difference in similar business amount and index proportion (%) (%)
Purchase fixed assets from related person Fahrenheit International
Commercial factoring assets of purchased goods 23000000 6.65% 100%
/Labor (Shenzhen) service acceptance form Co., Ltd
Zhongtian equipment sales goods 642063371000000000 2.94% – 94% April 29, 2021 to affiliated companies and equipment
Sales products: Huizhou Yayan collects and pays water and electricity charges of 7954847 Shanghai Pudong Development Bank Co.Ltd(600000) 0 for products and commodities companies, 9.19% 33% in 2021
Subtotal 72161184100 Shanghai Pudong Development Bank Co.Ltd(600000) 0 12.13% – 93% daily correlation
Zhongtian equipment house and equipment trading company is expected to prepare the announcement of 216543966400000000 33.87% – 46% of the lease (announcement series / as Huizhou Yayan house lease 2832 Jiangnan Mould & Plastic Technology Co.Ltd(000700) 0000 0.44% – 60%)
Company No.:
Subtotal of lessor (2021047) 219375966407000000 34.31% – 46%
Affiliated lease of Fahrenheit international office vehicles
/As a commercial factoring lease 9280000 0 5.68% 100%
Lessor (Shenzhen)
limited company
The actual total amount of daily related party transactions in 2021 by the board of directors of the company did not exceed the expected total amount, but the actual amount was less than 80% of the expected total amount due to the reduction of relevant business demand during the reporting period.
explain
The independent directors of the company have verified the daily related party transactions. The actual total amount of the company’s daily related party transactions in 2021 is less than the expected total amount, and there is a large difference of 80% between the actual amount and the expected amount. The above difference is mainly affected by the reduction of relevant business demand, which belongs to normal business behavior, and the description will not have a significant impact on the daily operation and performance of the company, It will not damage the interests of the company and minority shareholders, and will not affect the independence of listed companies.
2、 Introduction and relationship of related parties
Related party I:
1. Company name: Shenzhen Zhongtian diving equipment Co., Ltd
2. Unified social credit Code: 914403 Northeast Electric Development Company Limited(000585) 591067
3. Type: limited liability company (sole proprietorship of natural person)
4. Address: 5a-3, block AB, floor 5, Tianji building, Tian’an Digital City, No. 10, Tairan fifth road, Tian’an community, Shatou street, Futian District, Shenzhen
5. Legal representative: Mei leyong
6. Registered capital: 10 million yuan
7. Date of establishment: December 6, 2012
8. Business scope: general business items include: research and development and sales of diving equipment, ship equipment, marine engineering equipment, fire fighting equipment, life-saving equipment, communication and navigation equipment, sonar detection equipment, automation Siasun Robot&Automation Co.Ltd(300024) equipment and electronic products; Import and export of goods and technology; supply chain management; China trade; Sales of chemical products (except hazardous chemicals) and class I medical devices. (except for the items prohibited by laws, administrative regulations and the decision of the State Council, the restricted items can be operated only after obtaining a license). The licensed items are: the production and maintenance of ship equipment, marine engineering equipment, fire-fighting equipment, life-saving equipment, diving equipment maintenance, communication and navigation equipment, sonar detection equipment, automation Siasun Robot&Automation Co.Ltd(300024) equipment, electronic products, and class I medical devices.
9. Financial status: as of the disclosure date of this announcement, the company has not obtained the latest financial data of Shenzhen Zhongtian diving equipment Co., Ltd.
10. Association with the company: Zhongtian equipment is an enterprise actually controlled by Mr. Zhang Shun, a natural person who indirectly holds more than 5% of the shares of the listed company, and forms an association with the company.
11. Performance capability analysis: the above-mentioned units operate normally. According to the company’s previous business dealings with them, the related parties can perform various agreements reached with the company, and the company believes that they have good performance capability.
Related party II:
1. Enterprise name: Huizhou Yayan Hotel Management Co., Ltd
2. Unified social credit Code: 91441303ma4uumr82w
3. Type: limited liability company (invested or controlled by natural person)
4. Address: Changbu village, Xinwei Town, Huiyang District, Huizhou City
5. Legal representative: Lei Qirong
6. Registered capital: 1 million yuan
7. Date of establishment: September 18, 2016
8. Business scope: beauty services and management consulting; Laundry services for linen and clothes (set up another branch to operate). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Financial status: as of the disclosure date of this announcement, the company has not obtained the latest financial data of Huizhou Yayan Hotel Management Co., Ltd.
10. Association with the company: after May 31, 2020, Huizhou Yayan will no longer be the enterprise actually controlled by Mr. Zhang Shun, the former chairman of the company. However, according to the relevant provisions of Chapter VII of the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020), Huizhou Yayan will still constitute an associated Party of the company within 12 months from June 1, 2020.
11. Performance capability analysis: the above-mentioned units operate normally. According to the company’s previous business dealings with them, the related parties can perform various agreements reached with the company, and the company believes that they have good performance capability.
Third related party:
1. Enterprise name: Fahrenheit international business factoring (Shenzhen) Co., Ltd
2. Unified social credit Code: 91440300ma5djxub2r
3. Type: limited liability company (sole proprietorship of legal person in Taiwan, Hong Kong and Macao)
4. Address: Room 201, building a, No. 1, Qianwan 1st Road, Qianhai Shenzhen Hong Kong cooperation zone, Shenzhen (settled in Shenzhen Qianhai business secretary Co., Ltd.)
5. Legal representative: Chu Huafeng
6. Registered capital: 155 million yuan
7. Date of establishment: August 2016
