Securities code: 002832 securities abbreviation: Biem.L.Fdlkk Garment Co.Ltd(002832) Announcement No.: 2022-006 bond Code: 128113 bond abbreviation: biyin convertible bond
Biem.L.Fdlkk Garment Co.Ltd(002832)
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
Biem.L.Fdlkk Garment Co.Ltd(002832) (hereinafter referred to as "the company") held the 8th meeting of the 4th board of directors on January 13, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. According to business needs, the company and its subsidiaries plan to have daily connected transactions with connected persons in 2022. Mr. Xie Bingzheng, the related director of the proposal, avoided voting, and the independent director expressed his independent opinions on the related party transaction.
According to the relevant provisions of Shenzhen Stock Exchange Stock Listing Rules, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of main board listed companies and the articles of association, this connected transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of estimated daily connected transactions
It is estimated that various daily related party transactions between the company and its subsidiaries and related parties in 2022 are as follows: unit: RMB 10000
Related party transaction related party transaction pricing contract signing fee 1-12, 2021
Principle amount or expected monthly amount of related party content
Amount (Unaudited)
Purchase the raw materials of Guangzhou Yixiang garment from related parties with reference to the market price,
Both parties agree to purchase raw materials, limited company materials and commodities at 8000.00 3889.50
commodity
Sales of Honghe Gejiu Xuecheng clothing to related parties refer to the market price of 1220.00 790.60
Commodity Clothing Co., Ltd. is jointly agreed by both parties
(III) actual occurrence of daily connected transactions in 2021
Unit: RMB 10000
Actual hair actual hair
Related party transactions the proportion of the actual expected amount of related party transactions in the total amount and the disclosure date and the amount of related party transactions in the easy category the index of the expected amount of similar industries
Percentage difference
（%） （%）
Purchase the original from the related person Guangzhou I
Purchase of raw materials, clothing materials, 3889.50 4600.00 5.36 15.45
Materials and commodities Co., Ltd. public goods December 31, 2020
Company Announcement No.:
Honghe 2020-095;
Sales of old Xuecheng service 790.60 1150.00 0.36 31.25 to related persons
Sales commodities clothing accessories April 29, 2021
Limited company Announcement No.:
Honghe Prefecture 2021-031
Sales of clothing to related parties Xindu trade 175.09 200.00 0.08 12.46
Sales commodity easy decoration Co., Ltd
company
Description of the board of directors of the company that there is a large difference between the actual situation of daily connected transactions and the prediction (if applicable) description of the independent directors of the company that there is a large difference between the actual situation of daily connected transactions and the prediction (if applicable) Note: because the annual report of 2021 is not disclosed, The data of similar business in "proportion of actual amount to similar business" is taken from the audited data in 2020.
2、 Introduction to related parties and related relationships
(I) Guangzhou Yixiang Garment Co., Ltd
1. Basic information
Company name: Guangzhou Yixiang Garment Co., Ltd
Legal representative: Feng Zhonggang
Registered capital: 2 million yuan
Unified social credit Code: 91440101ma5am3r21r
Address: No. 309, Xingye Avenue, Nancun Town, Panyu District, Guangzhou (complex building)
Business scope: hat manufacturing; Clothing manufacturing; Manufacture of knitted or crocheted garments; Clothing wholesale; Wholesale of leather and leather products; Preparation and wholesale of sewing daily necessities; Wholesale of shoes; Wholesale of boxes and bags; Wholesale of garment accessories; Woven garment manufacturing; Feather (down) processing; Feather (velvet) products processing
As of December 2021, the total assets and net assets of Guangzhou Yixiang Garment Co., Ltd. were 20.3 million yuan and 4.25 million yuan. From January to December 2021, the operating revenue was 84.04 million yuan and the net profit was 1.61 million yuan (the above data were Unaudited).
2. Relationship with listed companies
Guangzhou Yixiang Garment Co., Ltd. is an enterprise controlled by the relatives of Ms. Feng Lingling, one of the actual controllers of the company, and belongs to the affiliated legal person specified in article 6.3.3 (IV) of the stock listing rules of Shenzhen Stock Exchange. The above transactions constitute related party transactions.
3. Performance capability analysis
Guangzhou Yixiang Garment Co., Ltd. exists according to law and operates normally. It has performed well in the past, cooperated smoothly with the company and its subsidiaries, and has strong performance ability.
4. Upon inquiry, Guangzhou Yixiang Garment Co., Ltd. is not a dishonest executee.
(II) Honghe Gejiu Xuecheng Clothing Co., Ltd
1. Basic information
Company name: Honghe Gejiu Xuecheng Clothing Co., Ltd
Legal representative: Feng Yingxue
Registered capital: 1 million yuan
Unified social credit Code: 91532501ma6q38fj0h
Address: No. 217 and 219, Jinhu East Road, Gejiu City, Honghe Hani and Yi Autonomous Prefecture, Yunnan Province
Business scope: Sales of clothing, shoes and hats, daily necessities, office supplies and household appliances (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments)
As of December 2021, Honghe Gejiu Xuecheng Clothing Co., Ltd. had total assets of 3.9 million yuan and net assets of 1.66 million yuan, operating income of 6.38 million yuan and net profit of 1.66 million yuan from January to December 2021 (the above data are Unaudited). 2. Association description
Honghe Gejiu Xuecheng Clothing Co., Ltd. is an enterprise controlled by the relatives of Ms. Feng Lingling, one of the actual controllers of the company, and belongs to the affiliated legal person specified in article 6.3.3 (IV) of the stock listing rules of Shenzhen Stock Exchange. The above transactions constitute related party transactions.
3. Performance capability analysis
Honghe Gejiu Xuecheng Clothing Co., Ltd. exists in accordance with the law and operates normally. In the past, it performed well, cooperated smoothly with the company and its subsidiaries, and has strong performance ability.
4. Upon inquiry, Honghe Gejiu Xuecheng Clothing Co., Ltd. is not a dishonest executee.
3、 Main contents of related party transactions
(I) pricing policy and basis of related party transactions
On the premise of following the market-oriented pricing principle, the transaction price shall be determined by both parties through negotiation, and the fair transaction price shall be determined based on the principles of fairness, impartiality and openness.
(II) signing of related party transaction agreement
The company, its subsidiaries and related parties will sign an agreement within the expected limit of this daily related party transaction according to the actual needs of production and operation.
4、 Transaction purpose and impact on Listed Companies
The above daily related party transactions between the company and its subsidiaries and related parties are conducive to the development of the company's daily production and operation. The transaction is based on the market price and follows the principles of fairness, impartiality and openness, which will not damage the interests of the company and shareholders. The main business of the company will not rely on related parties due to the above related party transactions and will not affect the independence of the company.
5、 Prior approval and independent opinions of independent directors
1. Prior approval opinion
Before the board of directors of the company considered the matter, the company has sent relevant materials to the independent directors for review. We have carefully checked the relevant situation and believe that the transaction belongs to the daily business of the company. The transaction pricing is fair and reasonable and in line with the interests of the company and shareholders. We agree to submit the related party transaction to the board of directors of the company for review.
2. Independent opinion
We believe that the above related party transactions belong to the daily business of the company, the transaction pricing is fair and reasonable, will not affect the independence of the company, and there is no situation that damages the interests of the company and its shareholders, especially minority shareholders. When the board of directors of the company considered the proposal, the related directors have avoided voting as required, the review procedures are legal and compliant, and agreed to the related party transaction.
6、 Documents for future reference
1. Resolutions of the 8th meeting of the 4th board of directors;
2. Prior approval opinions and independent opinions of independent directors.
Biem.L.Fdlkk Garment Co.Ltd(002832) board of directors
January 15, 2022
