Securities code: 688210 securities abbreviation: Tonglian precision Announcement No.: 2022021 Shenzhen oceanwide Tonglian Precision Manufacturing Co., Ltd
Announcement on the estimated amount 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. (hereinafter referred to as “the company”) has reviewed and approved the estimated amount of daily connected transactions in 2022 at the 14th meeting of the first board of directors and the 8th meeting of the first board of supervisors. The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The estimated connected transactions are the daily connected transactions of the company, which are based on the normal business of the company and based on the market price. They do not affect the independence of the company, do not damage the interests of the company and shareholders, and the company will not rely on connected persons due to such connected transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 27, 2022, the company held the 14th meeting of the first board of directors and the 8th meeting of the first board of supervisors, deliberated and adopted the proposal on the estimation of the amount of daily connected transactions in 2022, and agreed that the total estimated amount of daily connected transactions of the company and its subsidiaries in 2022 was RMB 1200000000. The directors and supervisors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations. The independent directors of the company expressed their independent opinions on the above proposal.
The fifth meeting of the audit committee of the first session of the board of directors of the company deliberated and passed the proposal on the estimation of the amount of daily connected transactions in 2022. The audit committee of the board of directors held that the prediction of daily connected transactions of the company and its subsidiaries in 2022 was carried out in accordance with the principles of openness, fairness and impartiality, which was required for normal production and operation, met the needs of the company’s daily business development, and the price of connected transactions was reasonable and fair Procedure compliance, no
It may damage the interests of the company and other shareholders, especially minority shareholders.
According to the Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board and Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd
Articles of association of Shenzhen oceanwide United Precision Manufacturing Co., Ltd. (hereinafter referred to as “articles of association”)
According to the management system of related party transactions of zaozao Co., Ltd. and other relevant regulations, the daily amount of related party transactions is expected to be
The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
Unit: Yuan
Accounting for the proportion of similar businesses from the beginning of the current year to the current estimated gold customs joint transaction, the actual business volume of the previous year and the current estimated amount of related parties of the previous year, the cumulative amount of related parties and the amount of inter event events (%) Reason for large difference in amount (%) of transaction cases
Sales of Yuyu precision mould to Dongguan Dianren
Products, business tools and Plastics Department 400000000 1.1319026549201575220 0.57
Pinji Co., Ltd
department
To Dongguan City
According to the business planning of 800000000 5.90133589663279597589 2.06 of the commodity and connector plastic department, Yuyu precision mould Co., Ltd. is pre planned by related technology Co., Ltd. to provide procurement services to its additional people
Labor services
Total 12000 Ping An Bank Co.Ltd(000001) 52616212481172809
Note: the above amount is the amount excluding tax, and the denominator of the proportion in similar businesses is the corresponding data in 2021.
(III) prediction and implementation of previous daily connected transactions
Unit: Yuan
Estimated amount the estimated amount and the related amount are handed over to the previous year (the previous time) and the previous year (the previous time) The reason for the large difference between the estimated amount and the actual amount and the actual amount of the related party of the category of cash and trade (%)
To Dongguan Dianyu
Sales of precision mold plastic 4000 China Vanke Co.Ltd(000002) 01575220198424780 49.61
Products, Shangjiao Technology Co., Ltd
Product company
Purchase of Dongguan Dianyu from related parties
Goods and precision mold plastic 6000 China Vanke Co.Ltd(000002) 79597589320402411 53.40 downstream customers need to be provided by the company requested by the related Rubber Technology Co., Ltd
Expand the labor service to related Shenzhen
People buy smart shares at 300 China Vanke Co.Ltd(000002) 07522129247788 30.83
Equipment Co., Ltd
Total 10300 Shenzhen Fountain Corporation(000005) 01925021528074979
Note: the above amount is tax exclusive.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Dongguan Dianyu Precision Mould Plastic Technology Co., Ltd
Unified social credit code 91441900084520264d
Company type: limited liability company (sole proprietorship of natural person)
Legal representative: Hou Yong
The registered capital is 5 million yuan
Date of establishment: December 4, 2013
Address: Room 101, building 2, No. 45, qilinling Road, Tangxia Town, Dongguan City, Guangdong Province
Main office location: Room 101, building 2, No. 45, qilinling Road, Tangxia Town, Dongguan City, Guangdong Province
Main business R & D, production and marketing: plastic products; Sales: molds, hardware products, general mechanical equipment and accessories, electronic products and accessories; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder / actual controller Hou eryong holds 100% shares
As of December 31, 2021, the total assets of the recent fiscal year were 1379407802 yuan, and the net assets were 833708025 yuan. The financial data (Unaudited) were yuan; In 2021, the operating income was 1782564215 yuan and the net profit was 295567737 yuan.
(II) relationship with the company
Hou eryong, the actual controller of Dongguan Dianyu Precision Mould Plastic Technology Co., Ltd., is the holding subsidiary of the company
The company is a minority shareholder of Shenzhen oceanwide Tonglian precision mould Co., Ltd.
(III) performance capability analysis
The above-mentioned companies exist in accordance with the law, operate normally, have good financial conditions, have good performance ability and payment ability, and the execution of the previous similar related party transactions is good. The company and its subsidiaries will sign relevant contracts or orders with relevant parties for the above transactions and implement them in strict accordance with the agreement, with legal guarantee for performance.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The expected daily related party transactions are mainly the sales of products and commodities to related parties, the purchase of commodities from related parties and the acceptance of labor services provided by related parties. Relevant transactions shall be conducted in accordance with the principles of voluntariness, equality and mutual benefit. The price of related party transactions with the above-mentioned related parties shall be determined through consultation with reference to the market price in accordance with the principle of fairness and reasonableness. The pricing of related party transactions shall follow the principles of fairness, fairness, equivalence and compensation, and shall not damage the interests of the company and other shareholders.
(II) signing of related party transaction agreement
For the above daily related party transactions, the company will sign specific transaction agreements with related parties or conduct relevant transactions in the form of orders according to the actual needs within the above expected scope.
4、 Purpose and impact of daily connected transactions on the company
(I) necessity of related party transactions
The above daily related party transactions are carried out by the company and its subsidiaries based on the needs of normal business activities of business development and production and operation. They are normal businesses, in line with the interests of the company and all shareholders, and have certain necessity.
(II) fairness and rationality of related party transaction pricing
The transactions between the company and its subsidiaries and related parties are conducted in accordance with normal market transaction conditions and comply with business practices. The above transactions follow the principles of openness, fairness and impartiality. Both parties to the transaction will take the market fair price of similar products or services as the pricing basis, and will not deviate from the price or charging standard of an independent third party in principle. If there is no market price for reference, Then both parties agree to determine the specific transaction price by means of cost plus reasonable profit.
Therefore, the transaction pricing method between the company and its subsidiaries and related parties is fair and reasonable, there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders, will not affect the operation and independence of the company, and the company will not rely on related parties due to the above related transactions.
(III) continuity of related party transactions
The company and its subsidiaries maintain a relatively stable cooperative relationship with the above related parties. Under the stable development of the company’s business, the related party transactions with the above related parties will continue to exist.
5、 Opinions of independent directors
After verification, the independent directors believe that the daily related party transactions expected to occur in 2022 of the company and its subsidiaries are required by the company’s business activities. The related party transactions follow the principles of openness, fairness and impartiality. The transaction price is based on the market fair price and determined by both parties through negotiation. The relevant review procedures are legal and effective, in line with the company law, the articles of association and other relevant provisions, and there is no damage to the interests of the company and shareholders.
To sum up, the independent directors agreed to the proposal on the estimation of daily connected transaction quota in 2022.
6、 Verification opinions of the recommendation institution
After verification, the sponsor Sinolink Securities Co.Ltd(600109) believes that the expected matters of the company and its subsidiaries’ daily connected transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, the independent directors have expressed their independent opinions with explicit consent, comply with the provisions of relevant laws and regulations, and have fulfilled the necessary legal procedures. The expected events of the company’s daily related party transactions in 2022 are reasonable and necessary, meet the needs of the company’s daily operation, and the pricing principle of related party transactions is fair, which will not affect the independence of the company, damage the interests of the company and shareholders, especially small and medium-sized shareholders, and will not form a great dependence on related parties.
The recommendation institution has no objection to the expected events of the company’s daily connected transactions in 2022.
7、 Online announcement attachment
(I) independent opinions of independent directors of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. on relevant matters of the 14th meeting of the first board of directors
(II) Sinolink Securities Co.Ltd(600109) verification opinions on the prediction of daily connected transactions of Shenzhen oceanwide UnionPay Precision Manufacturing Co., Ltd. in 2022
It is hereby announced.
Shenzhen Oceanwide Union
