China Merchants Securities Co.Ltd(600999)
About Anhui Korrun Co.Ltd(300577)
Verification opinions on the prediction of daily connected transactions in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as " China Merchants Securities Co.Ltd(600999) " and "sponsor") as Anhui
A sponsor continuously supervised by Anhui Korrun Co.Ltd(300577) Co., Ltd. (hereinafter referred to as " Anhui Korrun Co.Ltd(300577) " or "the company"),
According to the measures for the administration of securities issuance and listing recommendation business and the regulations of Shenzhen Stock Exchange on the listing of gem shares
"Guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange" and other relevant laws and regulations,
Prudently check the expected events of daily related party transactions in Anhui Korrun Co.Ltd(300577) 2022. The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the business development needs of Anhui Korrun Co.Ltd(300577) (hereinafter referred to as "the company" and "the company")
And the actual situation, it is planned to predict that the company and its subsidiaries and related party Shanghai Jiale Co., Ltd. (in 2022)
Hereinafter referred to as "Shanghai Jiale"). The total amount of goods purchased from related parties in 2022 is expected to be less than
If the total amount of goods sold to related parties exceeds RMB 45 million, the total amount of goods sold to related parties does not exceed RMB 20 million
The total amount of labor services provided shall not exceed 3 million yuan.
The company held the 33rd meeting of the third board of directors and the third supervisory meeting on January 25, 2022
The 24th Meeting of the board of directors deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022
Case. Mr. Fan Jinsong, the director of the company, is a related party, and Ms. fan Fengyun, the director and Ms. fan Lijuan, the supervisor are Fan Jin
Mr. Song's sister, the above directors and supervisors avoided voting on this proposal.
The estimated total amount of this day-to-day connected transaction is within the approval limit of the board of directors and does not need to be submitted to the shareholders of the company
Consideration by the general assembly.
(II) category and amount of estimated daily connected transactions
Unit: RMB 10000
Related party transactions and related party transactions as of the disclosure date
Estimated amount of related party's easy pricing amount incurred amount of last year's gold category easy content principle amount (including tax) (2022)
The fair value of the commodity market purchased from the related party Shanghai Jiale Co., Ltd
Price of purchased goods limited company 45000 1613.18
Subtotal - 4500 0 1613.18
Pricing to the related party Shanghai Jiale Co., Ltd. with fair value of 2000 0673.66 in the commodity market
Subtotal - 2000 0 673.66
The fair value of the labor market provided to the related party Shanghai Jiale Co., Ltd. is 300 0 1736.15
Subtotal - 300 0 1736.15
Total 6800 4022.99
Note: "amount incurred in the previous year" is the preliminary statistical data of the company, which has not been audited.
(III) actual occurrence of daily related party transactions in the previous year
Unit: RMB 10000
Related party transactions and related party transactions actually occurred on the disclosure date, the estimated amount of the content of related party transactions (including tax) accounts for the proportion of similar amount to the expected period and claim amount, and the difference is cited
（%） （%）
Raw products (see above)
Goods purchased by (Shanghai) Trading Co., Ltd. 23.71 50 1.41% - 52.58%
company
To the related person Shanghai moxiang.com
Net Technology Co., Ltd. purchases 40.86 300 goods, 2.44% - 86.38%. For details, please refer to cnchao
Shanghai Jiale stock purchased goods 1613.18 2000 96.15% - 19.34% Information Network Co., Ltd. www.cn in
Subtotal 1677.75 2350 100.00% - 28.61% fo com. cn.
Shanghai Jiale shares sold goods 673.66-1300, 71.57% - 48.18% (to affiliated person Co., Ltd. 5 from 2021-05)
Sales Pt Jiale
Indonesia sells 267.58 600 products, 28.43% - 55.40% (2021-11 products, product textile 6)
Subtotal 941.24 1900 100.00% - 50.46%
Provision of labor services to related parties for Shanghai Jiale shares 1736.15-2000 100.00% - 13.19%
Labor supply Co., Ltd
Subtotal 1736.15 2000 100.00% - 13.19%
The difference between the actual situation and the expected situation of the daily connected transactions between the company and related parties is caused by the explanation of the board of directors that the actual situation of the daily connected transactions is greatly different from the expected situation due to the influence of multiple factors such as market fluctuation demand, customer demand change and business development needs.
The related party transactions actually occurred between the company and related parties in 2021 belong to normal business behavior and have no impact on the daily operation and performance of the company.
After verification, the reason for the difference between the actual situation of the company's daily related party transactions in 2021 and the expected situation of the company's independent directors on the daily related party transactions is normal business behavior, which has a significant impact on the statement that the company's daily related party transactions and performance are not significantly different from the expected situation. The daily related party transactions of the company are in line with the actual production experience of the company, the transaction pricing is fair and reasonable, and does not harm the interests of the company and all shareholders, especially the interests of minority shareholders.
Note: Pt Jiale Indonesia textile is a wholly-owned subsidiary of Shanghai Jiale. "Actual amount" refers to the company
2、 Estimated related parties involved in this daily related party transaction
1. Name: Shanghai Jiale Co., Ltd
2. Unified social credit Code: 91310000607235375k
3. Type: joint stock company
4. Legal representative: Wang Haigang
5. Registered capital: RMB 93.15 million
6. Date of establishment: February 18, 1993
7. Address: No. 288, Jinzhang highway, Zhangyan Town, Jinshan District, Shanghai
8. Business scope: licensed items: production of class II medical devices; Import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: production of class I medical devices; Sales of class I medical devices; Daily mask (non-medical) production; Daily mask (non-medical) sales; Sales of class II medical devices; Production of all kinds of fashion, clothing accessories, knitted grey cloth and high-grade fabric dyeing and finishing processing, sales of self-produced products.
9. Main financial data and operating data: as of September 30, 2021 (Unaudited), the total assets of Shanghai Jiale were 1080795990.60 yuan and the net assets were 647488155.47 yuan. From January to September 2021, the main business income of Shanghai Jiale was 698598113.67 yuan and the net profit was -10519490.27 yuan.
10. Related relationship with listed companies and performance ability: Mr. Fan Jinsong, chairman of the company, serves as a director of Shanghai Jiale, so Shanghai Jiale has become an associated legal person of the company. The foregoing circumstances are in line with article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange, and Shanghai Jiale is the affiliated legal person of the company. Shanghai Jiale continues to operate in accordance with the law and has the ability to perform normally in daily transactions.
3、 Main contents of related party transactions
The types of daily related party transactions involved in this estimate mainly include the company's purchase of goods, sales of goods and provision of labor services from related parties. The business transactions between the company and related parties belong to normal business transactions, the procedures are legal, and are treated equally with other business enterprises. According to the principles of objectivity, fairness and impartiality, the transaction price refers to the market price of similar businesses and is determined by both parties through equal negotiation. The pricing is fair and reasonable, and the settlement is based on the actual amount. The company will sign specific written agreements with related parties after obtaining the authorization of the board of directors.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily connected transactions with the above-mentioned connected parties are generated to meet the normal needs of the company's business development and production and operation, and will follow the market principles of equality, mutual benefit and compensation for equal value, and determine the price of connected transactions through fair and reasonable negotiation. It is a normal commercial transaction and does not harm the interests of the company and minority shareholders. The daily related party transactions between the company and the above-mentioned related parties have no impact on the independent operation of the company, and the main business of the company will not rely on the related parties due to such transactions.
5、 Review opinions of the board of supervisors
After review, the board of supervisors believes that the daily related party transactions between the company and the above related parties are in line with the needs of the company's normal production and operation, and the pricing of such related party transactions follows
