Securities code: 300978 securities abbreviation: Winbo-Dongjian Automotive Technology Co.Ltd(300978) Announcement No.: 2022-003
Winbo-Dongjian Automotive Technology Co.Ltd(300978)
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, complete and free from falsehood
Records, misleading statements or material omissions.
Winbo-Dongjian Automotive Technology Co.Ltd(300978) (hereinafter referred to as the "company") on January 22, 2022
The 15th meeting of the second board of directors was held with 8 affirmative votes, 0 negative votes, 0 abstention votes and 1 withdrawal vote
The voting results and the 15th meeting of the second board of supervisors were voted with 3 affirmative votes, 0 negative votes and 0 abstention
As a result, the proposal on the prediction of daily connected transactions in 2022 was deliberated and approved, and it is expected that the company will be open in 2022
The total amount of daily related party transactions between the company and the related party Foshan Yingxun Plastic Technology Co., Ltd. shall not exceed
22.15 million yuan. Ma Yongtao, a related director, abstained from voting on the proposal, and all Independent Directors voted on the proposal
It has issued prior approval opinions and clearly agreed independent opinions, and the recommendation institution has issued no objection verification opinions.
This matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. The relevant information is hereby announced
As follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In 2021, the company estimated the amount of related party transactions of 19.51 million yuan according to the needs of daily production and operation,
The total amount of related party transactions actually occurred was 16.7251 million yuan.
(II) estimated category and amount of daily connected transactions
According to the actual implementation of the company's related party transactions in 2021, the company expects to cooperate with related parties in 2022
The total amount of daily related party transactions between companies shall not exceed 22.15 million yuan. The specific estimates are as follows:
Unit: 10000 yuan
Related party transaction related party internal pricing of related party transaction the original 2022 year is estimated to be the amount incurred in the previous year as of the disclosure date, and the category allows the amount to be calculated as the amount incurred
Related procurement: raw materials purchased by Foshan Yingxun plastic and finished products produced by Technology Co., Ltd. at a market price of 2200.00 54.50 1664.77
Related sales: the market price of goods sold by Foshan Yingxun Plastic Co., Ltd. is 15.00 - 0.03
Technology Co., Ltd
Total 2215.00 54.50 1664.80
The expected period of the above transaction is from January 1, 2022 to December 31, 2022, exceeding the above forecast
Related party transactions with total transaction amount and estimated transaction amount will be calculated according to the excess amount and in accordance with relevant laws
The examination and approval procedures shall be performed in accordance with laws and regulations, the articles of association and the company's decision-making system for connected transactions.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount related party transactions related party related party transactions occurred in 2021. The difference in the proportion of the predicted amount in the amount of business of the same and expected amount categories (%) (%)
Changsha Anchi machinery equipment purchasing materials 5.31 50.00 0.01 -89.38 purchasing goods / Manufacturing Co., Ltd
Accepting labor services: Foshan Yingxun plastic section purchasing materials 1664.77 1880.00 1.92 - 11.45 Technology Co., Ltd
Sales of goods / Foshan Yingxun plastic section sales of goods 0.03 15.00 0.00 -99.80 Labor Technology Co., Ltd
Subsidiary Buddha
Mountain hunting cool office rent
Technology Co., Ltd. Guangdong IOT Tianxia industry fund, management 2.40 6.00 100 - 60.00 company as Park Co., Ltd. fee and water and electricity fee
Lessee's related lease
Total 1672.51 1951.00 --
Before the prediction of related party transactions in the planned year, the business department has fully evaluated and calculated the related party transactions based on the actual occurrence of daily related party transactions and the pre plan of the board of directors of the production and marketing company. If there is a large difference in the actual calculation, it indicates that the purchase and sales have been adjusted according to the needs of normal business. The company's related party transactions are expected to differ from the actual situation, which belongs to normal business behavior.
The board of directors of the company reviewed and confirmed that the actual situation of the company's daily connected transactions in 2021 was significantly different from the expected situation, and the procedures were legal and consistent
According to the regulations, the explanation of large differences is in line with the market situation and the actual situation and international situation of the company's independent directors on daily connected transactions. Among them, the daily connected transactions that have occurred are the transactions required for the business if there is a large difference in the normal operation of the company, which are in line with the actual situation of the company and the market and the provisions of laws and regulations; Related party transactions are fair and impartial, and the transaction price is fair, which does not affect the independence of the company, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Note: ① for the expected disclosure index of the above related party transactions, see the "about the company in 2021" disclosed on cninfo.com on April 29, 2021
The announcement on the prediction of daily connected transactions and the announcement on increasing daily connected transactions in 2021 disclosed on cninfo.com on October 29, 2021
Announcement of estimated quota.
② The above data have not been audited. The overall implementation of the company's daily related party transactions in 2021 and the audited data will be reported in 2021
Disclosed in the report.
2、 Related person introduction and relationship
1. Enterprise name: Foshan Yingxun Plastic Technology Co., Ltd
2. Unified social credit Code: 914406060567782846
3. Legal representative: Chen Xinxian
4. Company type: limited liability company (invested or controlled by natural person)
5. Registered capital: 2 million yuan
6. Date of establishment: October 30, 2012
7. Address: No. 1, East Road, Jiaogong business district, Lecong Town, Shunde District, Foshan City
8. Business scope: R & D, manufacturing and sales: plastic products (excluding waste plastics), hardware products, leather products, molds and metal products. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
9. Main financial data of the latest period (Unaudited)
Unit: 10000 yuan
Project December 31, 2021
Total assets 485.51
Net assets 405.14
Project year 2021
Main business income 1719.96
Net profit 97.62
(II) performance capacity
Foshan Yingxun Plastic Technology Co., Ltd. operates normally and has good performance ability and good business integrity.
(III) relationship
Liu Yongcheng, the brother of Liu Shaorong, the spouse of Mr. Ma Yongtao, the controlling shareholder and actual controller of the company, served as the deputy general manager of Foshan Yingxun Plastic Technology Co., Ltd. According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, Foshan Yingxun Plastic Technology Co., Ltd. is an affiliated legal person of the company.
3、 Main contents of related party transactions
(I) pricing policy and basis
The pricing policy and pricing basis of the transactions between the company and the above related parties are: in accordance with the principles of openness, fairness and impartiality, and determined by both parties through negotiation according to the market price, the transaction price is fair, the transaction conditions are equal, and does not deviate from the price of similar products of an independent third party in the market.
(II) related party transaction agreement
The daily related party transaction agreement of the company in 2022 shall be signed by both parties according to the product supply demand and market conditions.
4、 Purpose of transaction and impact of transaction on the company
The above related party transactions are required to ensure the normal operation and production of the company. They are based on the fair market price and follow the principles of fairness, impartiality and openness. There is no situation that damages the interests of the company and its shareholders. The company will not rely on related parties, affect the independence of the company, or lead to horizontal competition between the company and related parties.
5、 Relevant review comments
(I) opinions of the board of directors
The estimated amount of the company's daily related party transactions in 2022 is the actual production and operation needs of the company, which is in line with the interests of the company and all shareholders, and there is no damage to the interests of minority shareholders.
(II) prior approval opinions of independent directors
The company provided us with the relevant materials of the proposal on the prediction of daily connected transactions in 2022 and communicated with us; We believe that these related party transactions of the company meet the needs of the company's normal production and operation, follow the principles of openness, fairness and impartiality, do not harm the interests of the company and shareholders, and comply with the provisions of relevant laws and regulations, normative documents and the articles of association. We agree to submit the above proposal to the board of directors of the company for deliberation.
(III) independent opinions of independent directors
The independent directors believe that the estimated amount of the company's daily connected transactions in 2022 is required by the company's actual operation. The company and its connected persons conduct transactions fairly and reasonably according to the market transaction principle, and the pricing of the connected transactions is fair. There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders, and will not have an adverse impact on the company's sustainable operation ability and independence; When the board of directors of the company deliberated this proposal, the related directors avoided voting, and the deliberation and voting procedures were in line with laws, regulations, normative documents, the articles of association and other relevant provisions. All independent directors agree to this matter.
(IV) opinions of the board of supervisors
The board of supervisors believes that: according to the needs of daily production and operation, the company expects the amount of daily related party transactions with related parties in 2022. The expected daily related party transactions belong to normal business transactions, the procedures are legal, and the transaction price will be jointly determined by both parties in accordance with the market fair pricing principle. There is no situation that damages the rights and interests of minority shareholders and non related shareholders.
