Securities code: 002765 securities abbreviation: Landai Technology Group Corp.Ltd(002765) Announcement No.: 2022-006
Landai Technology Group Corp.Ltd(002765)
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
According to the business development and production and operation needs of Landai Technology Group Corp.Ltd(002765) (hereinafter referred to as “the company”), the company and its subsidiaries intend to have daily related party transactions with Chongqing Dairong Transmission Machinery Co., Ltd. (hereinafter referred to as “Dairong transmission”), a related party of the company’s joint-stock company, in 2022. It is estimated that the total amount of daily related party transactions will not exceed RMB 41558800 (including tax, the same below), Mainly for the company and its subsidiaries to receive processing services from related parties, purchase goods from them, sell goods to related parties and lease plants to related parties. The actual amount of daily related party transactions between the company and related parties in 2021 was RMB 21.8176 million.
(II) review procedures for the performance of daily connected transactions
On January 18, 2022, the 20th meeting of the Fourth Board of directors of the company deliberated and approved the proposal on the prediction of daily connected transactions of the company in 2022, and agreed that the amount of daily connected transactions between the company and its subsidiaries and the related party Dairong transmission in 2022 is expected to not exceed RMB 41558800. When considering and voting on the above related party transactions, Mr. Zhu Tangfu, a related director who also serves as the executive director of the related party, and Mr. Zhu Junhan, a subsidiary director, avoided voting on the proposal, and the other non related Directors voted for the proposal. The independent directors of the company have issued independent opinions approved and agreed in advance on the above daily connected transactions.
According to the stock listing rules of Shenzhen Stock Exchange, the articles of association, the measures for the administration of related party transactions and other relevant provisions, the estimated amount of the above related party transactions needs to be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
(III) category and amount of daily connected transactions in 2022
Unit: RMB 10000
Related party transactions related party transactions related party transactions 2022 as of the disclosure date last year
Category content pricing principle estimated amount incurred amount
Accept the market price principle of gears, shafts and other steam from related parties 30.00 0.00 5.35
Provide labor vehicle parts
The market price of leased plant from related parties is 95.88 0.00 87.42
Leased plant
Phase of leased plant
The market price principle of auxiliary water, electricity and sewage of the leased plant is 80.00 0.00 49.33
Auxiliary expenses such as Dairong processing
Transmission cost
Steel, Siasun Robot&Automation Co.Ltd(300024)
The principle of selling production line and testing market price to related parties is 1650.00 0.00 729.76
Sales line, tooling and fixture
Other products
The market price principle of purchasing gear, shaft and other steam from related parties is 2300.00 0.00 1309.90
Purchase of commercial vehicle parts
Total 4155.88 0.00 2181.76
(IV) actual occurrence of daily connected transactions in the previous year
Unit: RMB 10000
Related party transactions related party transactions actual amount expected actual amount actual amount disclosure date
Proportion of category party content amount in similar business and estimated amount and index
Proportion (%) difference (%)
Acceptance of auto parts from related parties 5.35 100.00 0.31% – 94.65% January 30, 2021 Providing labor services on August 31, 2021, 87.42, 87.42, 87.93% and 0.00% of the leased plants to related parties were posted on the website of cninfo leased plants respectively Announcement on advance payment of water and electricity charges for daily connected transactions of Dairong’s leased plant in 2021 (Announcement No. Siasun Robot&Automation Co.Ltd(300024) production No.: 2021-004) Announcement on purchase of auto parts from related parties for the newly added 2021 daily materials and other regular related party transactions of 729.76 800.00 6.66% – 8.78% of closed product lines and steel raw materials (Announcement No.: commodity purchase 1309.90 1600.00 3.85% – 18.13% 2021-082).
Total 2181.76 2667.42 — 18.21%
The actual amount of daily related party transactions in 2021 is different from the expected amount. The board of directors of the main companies made real reasons for daily related party transactions: during the reporting period, the company timely adjusted the outsourcing of some businesses according to the actual operation, Moreover, the annual daily related party transactions between the company and related parties are estimated based on the description of corporate differences (if applicable) and the preliminary judgment of the company’s operation, which is difficult to achieve accurate prediction. Therefore, there is a certain difference between the actual amount of related party transactions in 2021 and the estimated amount.
The independent directors of the company are quite similar to the actual situation and expectation of daily connected transactions. Description of differences (if applicable)
2、 Introduction to related parties and related relationships
Name of related party: Chongqing Dairong Transmission Machinery Co., Ltd
(I) basic information of related parties
Dairong transmission was established on February 8, 2014 with a registered capital of RMB 10 million; Legal representative: Zhu Tangfu; The domicile is No. 100 Jianshan Road, Biquan street, Bishan District, Chongqing; The business scope is auto parts, machining, production and sales.
As of December 31, 2021, the total assets of Dairong transmission are 20.6532 million yuan, the net assets are 13.6485 million yuan, and the asset liability ratio is 33.92%; In 2021, the operating revenue was 21.5584 million yuan, the total profit was -2.4547 million yuan, and the net profit was -2.5107 million yuan (the above financial data were not audited).
(II) relationship with the company
Dairong transmission is a joint-stock company of the company, and the company holds 34% of its equity; Mr. Zhu Tangfu, the chairman of the company, serves as the executive director of Dairong transmission. According to the stock listing rules of Shenzhen Stock Exchange, the articles of association, the measures for the administration of connected transactions and other relevant provisions, Dairong transmission is the connected legal person of the company, and this transaction constitutes a connected transaction.
(III) performance capability analysis
Dairong transmission is a company existing according to law and operating normally. At present, the company has good operation and financial status, good credit and good performance in the past. The daily related party transactions between the company and Dairong transmission will not cause bad debt risk to other receivables of the company, and there is no obstacle to performance ability.
3、 Main contents of related party transactions
1. Main contents of related party transactions
The above related party transactions between the company and its subsidiaries and the related party Dairong transmission belong to normal business transactions. The pricing principle and basis shall follow the principles of openness, fairness and impartiality and be determined according to the market price; In terms of payment arrangement, all payments shall be settled after the goods pass the acceptance or relevant services occur and the tax invoice issued by the other party is received; The settlement method shall be based on the settlement method negotiated by both parties.
2. Signing of related party transaction agreement
The company and its subsidiaries will sign relevant agreements with related parties according to the actual needs of production and operation in 2022. 4、 Purpose and impact of related party transactions on the company
The daily related party transactions between the company and its subsidiaries and related parties are the actual needs of the company’s business development and production and operation, and belong to normal commercial transactions; The above daily related party transactions are intended to give full play to the advantages of the company’s industrial chain and reduce production costs; Dairong transmission is a joint-stock company of the company. The above daily related party transactions are conducive to promoting its business development, improving the return on investment of the company and realizing mutual benefit and win-win between the company and Dairong transmission; The above daily related party transactions shall follow the principles of fairness, impartiality and openness, the transaction price shall be based on the market price, the pricing shall be fair and the settlement method shall be reasonable; The above daily related party transactions are continuous and frequent transactions between the company and related parties, and the amount of related party transactions accounts for a small proportion of the company’s related business, which will not affect the independence of the company, and there is no case of transferring benefits to related parties or damaging the interests of the company and shareholders.
5、 Prior approval and independent opinions of independent directors
(I) prior approval of independent directors
After review, it is considered that the convening procedure of the board meeting is legal and compliant. We received the relevant materials about the company’s board of directors’ plan to review the company’s proposal on daily related party transactions in 2022. After careful review, it is considered that the daily related party transactions proposed by the company and its subsidiaries with related parties in 2022 are necessary for the normal production and operation of the company and the company in which related parties participate, It is a normal commercial transaction, and the transaction price is determined according to the market price. There is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders, no violation of relevant laws, regulations and normative documents, and no impact on the independence of the company. We agree to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the board of directors for deliberation.
(II) opinions of independent directors
The independent directors express their independent opinions on the forecast of the above daily connected transactions as follows:
After verification, we believe that the daily related party transactions between the company and its subsidiaries and the related party Dairong transmission in 2022 are necessary for the normal production and operation of the company and its subsidiaries and belong to normal business activities; The above daily related party transactions shall follow the principles of openness, fairness and impartiality, and the transaction price shall be determined according to the market price, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders; At the same time, the above related party transactions account for a small proportion of the company’s related businesses, and the continuation of related party transactions will not constitute the company’s dependence on related parties. There is a difference between the actual amount of the company’s daily related party transactions and the expected amount in 2021, mainly because the company made outsourcing and other adjustments to some businesses in due time according to the actual operation during the reporting period, and the annual daily related party transactions between the company and related parties are estimated based on the preliminary judgment of the company’s operation, so it is difficult to achieve accurate prediction, Therefore, there is a certain difference between the actual amount and the estimated amount of related party transactions in 2021. When the board of directors of the company deliberated on the daily connected transaction, the connected directors avoided voting, and the deliberation procedures were in line with relevant laws, regulations, normative documents, articles of association and other relevant provisions. Therefore, we agreed to the above daily connected transaction and agreed to submit the matter to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1. Resolutions of the 20th meeting of the 4th board of directors of the company;
2. Resolutions of the 14th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions and independent opinions of independent directors on relevant matters considered at the 20th meeting of the Fourth Board of directors;
4. Other documents required by Shenzhen Stock Exchange.
It is hereby announced!
Landai Technology Group Corp.Ltd(002765) board of directors January 18, 2022
