Securities code: 002666 securities abbreviation: Guangdong Delian Group Co.Ltd(002666) Announcement No.: 2022-008
Guangdong Delian Group Co.Ltd(002666)
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 related party transactions
Guangdong Delian Group Co.Ltd(002666) (hereinafter referred to as “the company”) the company held the 8th meeting of the 5th board of directors and the 8th meeting of the 5th board of supervisors on January 21, 2022, and deliberated and adopted the proposal on the prediction of daily connected transactions of the company in 2022. According to the Listing Rules of Shenzhen Stock Exchange (hereinafter referred to as the “Stock Listing Rules”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the articles of association and other relevant provisions, based on the needs of normal daily production and operation, The company and its subsidiaries will have daily related party transactions with Guangdong Shilihe Automobile Industry Group Co., Ltd. (hereinafter referred to as “Shilihe group”) and its subsidiaries. The daily related party transactions of the company and its subsidiaries mainly include the purchase of goods (materials), services, sales of goods (materials), services and other daily business transactions. It is estimated that the total amount of daily related party transactions between the company and its subsidiaries and related parties in 2022 is 162.48 million yuan, and the total amount of similar transactions with related parties in 2021 is 88.5613 million yuan. Shilihe group is a company controlled by Xu Qiaohua, the son of Xu Xianda, one of the actual controllers of the company. According to the provisions of paragraph 1 (IV) and paragraph 2 (I) (IV) of article 6.3.3 of the stock listing rules, Shilihe group is an affiliated legal person of the company.
Xu Xianda, a related director, and Xu tuanhua and Xu Qingfang, who acted in concert, avoided voting during the deliberation of the expected matters of this related party transaction.
This connected transaction needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders Xu Xianda, Xu tuanhua and Xu Qingfang will avoid voting.
(II) category and estimated amount of this connected transaction
Unit: RMB 10000
Related party transactions and related party transactions amount incurred as of the date of disclosure of the estimated amount of the pricing principle of related party content of the category occurred in the previous year
amount of money
Purchase goods from related person Guangdong Shilihe
Purchase commodity automobile industry group (materials), market price 11163.00 249.66 8468.65 (materials) Group Co., Ltd
Selling goods to related persons and their subordinates
Company selling goods (materials), market price 5085.00 33.75 387.48 (materials) service
Total — 16248.00 283.41 8856.13
(III) actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Proportion of the actual amount of related party transactions in the estimated amount of similar business to the estimated amount of disclosure date and other related parties
Income difference
Adopt Guangdong Shilihe from related parties
Purchased goods (materials) auto industry collection 14300 8468.65 — 40.78%
Material Group Co., Ltd. disclosed on April 30, 2021 that it sold goods (materials 565 387.48-31.42%) to related parties and its subsidiaries (2021-021 material)
Total 14865 8856.13 —
The actual purchase amount of the company’s daily related party transactions in 2021 is more than 20% lower than the expected amount, which is mainly caused by the fact that the actual situation and the expected deposit are due to the lower than expected progress of the company’s sales project of such commodities (materials); In the description of significant differences (if any), the actual sales amount of the company’s daily related party transactions in 2021 was more than 20% lower than the expected amount, which was mainly due to the lower than expected progress of the related party’s sales project of such commodities (materials).
In 2021, the actual purchase amount of the company’s daily related party transactions was more than 20% lower than the expected amount, mainly due to the lower than expected progress of the company’s sales project of such commodities (materials);
In 2021, the actual sales amount of the company’s daily related party transactions was more than 20% lower than the expected amount, mainly due to the lower than expected progress of the related party’s sales project of such commodities (materials).
Independent directors’ review of daily related party transactions the independent directors’ review of the actual situation of daily related party transactions of the company in 2021 confirms that the legal actual situation is in compliance with the expected situation, and the description of the difference between the actual situation of daily related party transactions and the expected situation is in line with the description of large difference (if any) market conditions and the actual situation of the company, which will not affect the operation of the company Independence has an adverse impact and does not damage the interests of the company and all shareholders. The actual amount incurred between the company and related parties does not exceed the expected amount, and the daily related party transactions that have occurred are required by the company’s normal business, in line with the actual situation of the company and the market and the provisions of laws and regulations; The transaction price is determined with reference to the market price, which is fair and reasonable and does not harm the interests of the company and minority shareholders.
2、 Related person introduction and relationship
1. Basic information
Company name: Guangdong Shilihe Automobile Industry Group Co., Ltd
Registered capital: RMB 25 million
Legal representative: Xu Qiaohua
Registered address: West of Third Ring Road, Xiaotang, Shishan town, Nanhai District, Foshan City
Unified social credit Code: 914406057270696825
Business scope: general items: manufacturing of special chemical products (excluding hazardous chemicals); Sales of special chemical products (excluding hazardous chemicals); Coating manufacturing (excluding hazardous chemicals); Paint sales (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Lubricating oil processing and manufacturing (excluding hazardous chemicals); Lubricating oil sales; Manufacturing of daily chemical products; Sales of daily chemical products; Leather products manufacturing; Sales of leather products; New car sales; Sales of automobile decoration products; Engaging in investment activities with its own funds; Information consulting services (excluding licensed information consulting services); Conference and exhibition services. (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license) licensed items: hazardous chemicals business (with a valid hazardous chemicals business license and operate according to the licensed items); Import and export of goods; Technology import and export.
The operating income of Shilihe group in the audited fiscal year of 2020 was 1042.82 million yuan, the net profit was 243.01 million yuan, the total assets were 221.26 million yuan and the net assets were 131.87 million yuan.
2. Relationship with the company
According to the provisions of paragraph 1 (IV) and paragraph 2 (I) (IV) of article 6.3.3 of the stock listing rules, Shilihe group, as a company controlled by Xu Qiaohua, the son of Xu Xianda, one of the actual controllers of the company, forms an affiliated relationship with the company.
3. Performance capability analysis
Shilihe group is in normal operation and financial condition, has good performance ability, and can perform in accordance with the agreement in daily transactions.
3、 Main contents of related party transactions
1. Main contents of related party transactions
The company and its subsidiaries purchase automobile after-sales fine chemicals, automobile maintenance parts and after-sales maintenance services from Shilihe group and its subsidiaries. At the same time, the company and its subsidiaries sell automobile after-sales fine chemicals, automobile maintenance parts and after-sales maintenance services to Shilihe group and its subsidiaries. The business transactions between the company and its subsidiaries and the above-mentioned related parties are carried out in accordance with the general market operation rules and treated equally with other business enterprises. Both parties to the transaction are carried out in accordance with the market principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction price follows the principle of fair, reasonable and fair pricing and is determined according to the market price.
2. Signing of related party transaction agreement
Both parties to the transaction shall negotiate and sign an agreement according to the principle of marketization when the transaction occurs.
4、 Purpose of related party transactions and its impact on Listed Companies
1. The daily related party transactions between the company and its subsidiaries and the above related parties are the normal needs of the company’s business development and production and operation. The transactions follow the market principle of equality, mutual benefit and compensation for equal value, which is a normal commercial transaction.
2. The transaction pricing is fair and the terms of collection and payment are reasonable, without damaging the legitimate rights and interests of the listed company and all shareholders.
3. The company and its affiliates remain independent in terms of business, personnel, assets, institutions and finance. The above related party transactions will not affect the independence of the company, and the main businesses of the company and its subsidiaries will not rely on related parties due to such transactions.
5、 Opinions of independent directors
Prior approval:
We agree that the related party transactions that the company expects to have with related parties in 2022 are normal transactions in the company’s daily business activities and are carried out under the premise of the normal development of the company’s business development and production and operation, which is necessary; The transaction price is determined according to the market price. The price is fair and does not violate the principles of openness, fairness and impartiality. The above related party transactions will not have a significant impact on the independence of the company and will not lead to the company’s dependence on related parties. Therefore, we agree to submit the proposal to the 8th meeting of the 5th board of directors of the company for deliberation. Independent opinion:
We believe that the company’s prediction of daily connected transactions in 2022 follows the principles of openness, fairness and impartiality. Related party transactions with related parties are conducted in accordance with the basic principles of good faith, compensation for equal value, fairness, voluntariness, rationality and fairness, and the decision-making procedures are legal and effective. The transaction price does not violate the principles of openness, fairness and work, and does not harm the interests of the company and minority shareholders. The company and its subsidiaries will not rely on or be controlled by related parties due to the above related party transactions. The decision-making procedures of this connected transaction comply with the provisions of the company law, stock listing rules and other relevant laws and regulations and the articles of association, and the voting results are legal and valid. We agree to the related party transaction and submit the matter to the second extraordinary general meeting of shareholders of the company in 2022 for deliberation.
6、 Opinions of the board of supervisors
The board of supervisors held that: the daily operation of related party transactions between the company and Shilihe group and its subordinate enterprises are required by the company to meet the needs of normal production and operation, and the transaction price will be based on market pricing, which does not violate the pricing principles of openness, fairness and impartiality, and complies with the rules of related party transactions. It does not harm the interests of the company and non related shareholders, and related party transactions will not affect the independence of the company.
7、 Documents for future reference
1. Resolutions of the Guangdong Delian Group Co.Ltd(002666) 8th meeting of the 5th board of directors;
2. Resolutions of the Guangdong Delian Group Co.Ltd(002666) 8th meeting of the 5th board of supervisors;
3. Prior approval opinions of Guangdong Delian Group Co.Ltd(002666) independent directors on matters related to the eighth meeting of the Fifth Board of directors of the company;
4. Independent opinions of Guangdong Delian Group Co.Ltd(002666) independent directors on matters related to the eighth meeting of the Fifth Board of directors.
It is hereby announced!
Guangdong Delian Group Co.Ltd(002666) board of directors January 25, 2002
