Original title: Guangzhou DayilongPackaging Machinery Co., Ltd. Third quarter report 2021
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Securities code: 002209 securities abbreviation: Dayilong announcement code: 2021-045
2021
Third quarter report
The Company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
Tips for important content:
1. The board of directors, the board of supervisors and directors, supervisors and senior managers guarantee that the quarterly report is true, accurate and complete, that there are no false records, misleading statements or major omissions, and bear individual and joint and several legal liabilities.
two。 The person in charge of the company, the person in charge of accounting work and the person in charge of the accounting organization (accounting officer) declare that the financial information in the quarterly report is true, accurate and complete.
3. Is the third quarter report audited?
-is it a tick?
I. Major financial data
(I) key accounting data and financial indicators
Does the company need to retroactively adjust or restate the accounting data of previous years
-is it a tick?
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Note: "reporting period" refers to the 3-month period from the beginning of the current quarter to the end of the current quarter, the same below.
(2) items and amounts of non-recurrent profit and loss
Tick applicable-not applicable
Unit: yuan
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Details of other profit and loss items that meet the definition of non-recurring profit and loss:
-the applicable square is not applicable.
The company does not have other specific circumstances of profit and loss items that meet the definition of non-recurring profit and loss.
A fact sheet defining the non-recurring profit and loss items enumerated in the explanatory announcement No. 1 / 11 of the Company Information Disclosure of publicly issued Securities as recurrent profit and loss items
-the applicable square is not applicable.
There is no situation in which the non-recurring profit and loss items listed in the explanatory announcement No. 1 / 11 of the Company Information Disclosure of publicly issued Securities are defined as recurrent profit and loss items.
(3) the situation and reasons for the changes in major accounting data and financial indicators
Tick applicable-not applicable
(1) changes in the items of the company's balance sheet as of the end of the reporting period:
Unit: yuan
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(2) the changes in the items of the company's income statement from the beginning of the year to the end of the reporting period:
Unit: yuan
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(3) changes in the company's cash flow statement from the beginning of the year to the end of the reporting period:
Unit: yuan
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II. Shareholder information
(1) the total number of shareholders of ordinary shares and the number of preferred shareholders whose voting rights have been restored and the shareholdings of the top 10 shareholders
Unit: shares
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(2) the total number of shareholders of the company's preferred shares and the shareholdings of the top 10 preferred shareholders
-the applicable square is not applicable.
III. Other important matters
Tick applicable-not applicable
(1) major litigation and arbitration matters
1. Major arbitration matters
In January 2016, A-one Products & BottlersLtd. (a company established and surviving under the laws of the United Republic of Tanzania, hereinafter referred to as "A-one"), with the company and Hong Kong Huayun Industrial Co., Ltd. (hereinafter referred to as "Hong Kong Huayun") as the co-respondent, filed an application for arbitration with the China International Economic and Trade Arbitration Commission (hereinafter referred to as "CIETAC"). The company is required to pay about $18.1609 million in losses and compensation. China International Economic and Trade Arbitration Commission (CIETAC) [(2017) China International Economic and Trade Arbitration Commission No. 0676] (hereinafter referred to as the "arbitration award"), the award is as follows: the company reimburses A-one US $41200 for equipment costs, and A-one pays the company about US $948100 and interest and other related expenses. The company has filed an application for recognition and enforcement of this award with the High Court of the United Republic of Tanzania (hereinafter referred to as the High Court of Tanzania) within the legal time limit.
On May 22, 2019, the company received a written award issued by the High Court of Tanzania [case No.: commercial (2017) No. 342], which recognized the validity of the Arbitration Award made by the Trade and Trade Commission and agreed to enforce it. At present, no further progress has been made in the enforcement of the arbitration.
2. Major litigation matters
On July 28, 2017, the company received litigation materials such as "subpoena" and "indictment" forwarded by a Tanzanian lawyer. A-one took the company and Hong Kong Huayun as defendants and filed a lawsuit in the High Court of Tanzania. A-one sued the High Court of Tanzania for spare parts orders signed with the company between 2012 and 2015 (involving a total amount of approximately US $87800), some of the parts were delayed and some of the parts were not delivered, seeking compensation of US $4.8454 million for economic losses, as well as related interest, legal costs and other financial compensation (hereinafter referred to as the "commercial case").
Because some of the contents of the commercial case are related to the arbitration case filed by A-one in Beijing in January 2016, based on the fact that the arbitration case has been decided by the Trade Central Committee, the company is based on the analysis of the local lawyer acting in Tanzania and, according to the suggestion of the lawyer, to submit jurisdiction objections, amendment procedures and other relevant proceedings to the High Court of Tanzania and the Court of Appeal in turn. At present, the objection to jurisdiction is at the stage of appeal and the amendment procedure has been rejected.
On October 9, 2019, the company received a judgment on a commercial case sent by a lawyer from Tanzania, ordering the company and Hong Kong Huayun to pay US $4845362.509 in losses, related interest and litigation costs to A-one.
On October 17, 2019, the company commissioned a local lawyer in Tanzania to apply to the High Court of Tanzania for setting aside the judgment as follows: (1) to request the court to set aside the judgment by default on September 27, 2019; (2) to request that the costs of this lawsuit be borne by A-one; and (3) to request the court to grant other relief measures as it deems appropriate and just.
On August 28, 2020, the company received a written judgment from the High Court of Tanzania on the procedure for the company to apply for setting aside the judgment in commercial cases. The judgment of the High Court of Tanzania rejected the company's application for setting aside the judgment on October 17, 2019.
On September 10, 2020, the company commissioned a local lawyer in Tanzania to appeal to the Tanzanian Court of Appeal against the decision to reject the decision to set aside the decision.
On October 9, 2020, the company received a lawyer's transmission of the application submitted by A-one to the High Court of Tanzania on the enforcement of the judgment in the commercial case and the opening notice of the High Court of Tanzania on the matter, with the company and Hong Kong Huayun as the joint executees, the total principal and related interest of the application for enforcement of the judgment in the commercial case amounted to US $10.2399 million. A-one also provided the property clue that the company and Hong Kong Huayun obtained the judgment of the Tanzanian High Court [case No. (2017) No. 342] on May 22,2019. On October 21, 2020, the company commissioned a local lawyer in Tanzania to submit an application against the A-one enforcement application to the Tanzanian High Court, which is still under consideration.
(2) on August 21, 2020, the company held the eleventh meeting of the sixth session of the board of directors and examined and adopted the motion on applying for credit to banks and accepting related party guarantees. The board of directors agreed that the company should report to Bank of China Ltd.Guangzhou Baiyun Branch of Co., Ltd. Guangzhou Baiyun Branch applies for RMB 138 million credit and provides ownership certificate number: Guangdong (2019) Guangzhou real estate no. 06200312, Guangdong (2019) Guangzhou real estate no. 06200300, Guangdong (2016) Guangzhou real estate no. 06201698 as collateral. Mr. Zhang Songming, the chairman of the company, provides a full guarantee of joint and several liability for the credit. By the end of the reporting period, the credit has been completed.
(3) the 13th meeting of the sixth Board of Directors and the first interim shareholders' meeting in 2020 were held on November 27, 2020 and December 17, 2020, respectively. the motion on applying for credit and accepting guarantee from related parties to Guangzhou Tianyu Branch of Shanghai Pudong Development Bank was examined and adopted. The board of directors agrees that the company should apply for an open credit line of 80 million yuan to Guangzhou Tianyu Branch of Shanghai Pudong Development Bank for a period of one year, and agrees to provide the company's accounts receivable as a pledge guarantee for the credit. Mr. Zhang Songming, the chairman of the company, provided a guarantee of joint and several liability for the credit. It is agreed that the company should apply for a non-open credit line of RMB 110 million to the Guangzhou Tianyu Branch of Shanghai Pudong Development Bank, which will be used for the company's operating turnover, and the company's chairman, Mr. Zhang Songming, will provide a full deposit as a pledge guarantee. By the end of the reporting period, the credit is in the process of being implemented.
(4) on November 27, 2020 and December 17, 2020, the company held the 13th meeting of the sixth Board of Directors and the first interim shareholders' meeting in 2020, respectively, and examined and approved the "on Industrial and Commercial Bank of China of China"Motion of Guangzhou Economic and technological Development Zone Branch of Joint Stock Co., Ltd. to apply for credit and accept guarantee from related parties. The board of directors agrees that the company should apply for credit financing from the branch of Guangzhou Economic and technological Development Zone of China Industrial and Commercial Bank of China Co., Ltd., with a maximum equivalent of RMB 265 million; it is agreed that Mr. Zhang Songming, the chairman of the company, should provide full joint and several liability guarantee for the above-mentioned credit financing. It is agreed that the real estate mortgage of No. 23 Yunpu Road, Huangpu District, Guangzhou City, which is located in Guangzhou Huangpu District, will be used as a mortgage to the branch of Guangzhou Economic and technological Development Zone of China Industrial and Commercial Bank of China Co., Ltd., the total amount of guarantee shall be no more than RMB 66 million yuan. It is agreed that the financing guarantee shall be provided by Mr. Zhang Songming, the chairman of the company, in the financial products or large certificates of deposit handled by the branch of Guangzhou Economic and technological Development Zone of China Industrial and Commercial Bank of China Co., Ltd., and the financing guaranteed shall be no more than RMB 200 million yuan. By the end of the reporting period, the credit is in the process of being implemented.
(5) on May 22, 2018, the company held the 27th meeting of the fifth session of the board of directors and examined and passed the "Bill on Foreign Investment of wholly-owned subsidiaries", which is jointly funded by Dayilong Machinery Industry, a wholly-owned subsidiary of the company, and Sure Capital Limited (hereinafter referred to as "SURE Group"), to invest in the establishment of Dayilong in India, in which Dayilong Machinery Industry holds a 60% stake in Dayilong, India. The SURE Group holds a 40 per cent stake in Daylon, India. In view of the epidemic situation and policy environment of COVID-19 in India, for the smooth progress and development of India's Dayilong investment project and related business, the company held the second meeting of the seventh board of directors on January 20, 2021. The motion on the change of the proportion of foreign investment of wholly-owned subsidiaries was examined and passed, changing the equity structure of India's Dayilong to 45% of India's Dayilong Machinery Industry. SURE Group holds 55 per cent of Dayilong in India, and the transformation of India's Dayilong control stake into SURE Group will make it better able to face India's policy and business environment and facilitate subsequent applications for local bank loans. At present, India's Dayilong is going through the formalities of equity change.
(6) on February 4, 2021, the company received a government subsidy of 2.4276 million yuan. The government subsidy is issued by Guangzhou Municipal Finance Bureau in accordance with the relevant regulations and documents of the Information and Communications Administration Bureau of the Ministry of Industry and Information Technology, which is in the form of cash and related to the daily business activities of the company, and is not sustainable.
(7) on February 25, 2021, the company held the third meeting of the Seventh session of the Board of Directors and examined and adopted the "Bill on provision for impairment of assets", which totaled 26.9594 million yuan.
(8) on March 31, 2021, the company received a government subsidy of 3.5 million yuan. The subsidy fund is based on the "Industrial Robots for Light Industry Industry" by the Science, Technology and Information Bureau of Guangzhou Development Zone.The relevant regulations and documents of the "Manufacturing and Application" project are allocated, and the government subsidy is in the form of cash, which is related to the day-to-day business activities of the company and is not sustainable.
(9) on April 15, 2021, the company held the fourth meeting of the Seventh session of the Board of Directors and examined and adopted the "Bill on the change of Accounting Policy". The board of directors believes that this change in accounting policy is a reasonable change made by the company in accordance with the relevant notices issued by the Ministry of Finance, and that the changed accounting policy can more objectively and truly reflect the company's financial situation and operating results. It will not have a significant impact on the company's financial position, operating results and cash flow. The change of the company's accounting policy is in line with the relevant laws and regulations and the provisions of the Accounting Standards for Enterprises, and the review procedure is in line with the relevant provisions of the relevant laws and regulations and the articles of Association of the Company.
(10) on April 15, 2021, the company held the fourth meeting of the Seventh session of the Board of Directors and examined and adopted the "Bill on taking out liability Insurance for the Company's Directors, Supervisors and Senior managers". In order to further improve the company's risk management system, promote the company's directors, supervisors and senior managers to fully perform their duties, reduce the operational risks of the company, and then protect the interests of the majority of investors. According to the relevant laws and regulations such as the guidelines for the Governance of listed companies and the guidance on the Establishment of Independent Director system in listed companies, the company intends to purchase professional liability insurance for all directors, supervisors and senior managers, the total premium shall not exceed 190000 yuan per year, and the insurance period is one year. On May 13, 2021, the company held the annual general meeting of shareholders in 2020 to examine and approve the above proposal.
(11) on May 6th, 2021, the company received a "High-tech Enterprise Certificate" jointly issued by the Department of Science and Technology of Guangdong Province, the Department of Finance of Guangdong Province and the Guangdong Taxation Bureau of the State Administration of Taxation, the certificate number: GR202044012240, the date of issue: December 9, 2020, and the period of validity: three years. The company's identification of this high-tech enterprise is re-recognized after the expiration of the original high-tech enterprise certificate. According to the measures for the Administration of the recognition of High-tech Enterprises and the Enterprise income tax Law of the people's Republic of China, companies can continue to enjoy the state's preferential tax policies on high-tech enterprises for three years (2020, 2021, 2022) from the year in which they are recognized by high-tech enterprises, that is, to pay enterprise income tax at a rate of 15%.
(12) on April 15, 2021, the company held the fourth meeting of the Seventh session of the Board of Directors and examined and adopted the "Bill on amending the articles of Association". According to the "notice of the Office of Guangdong Provincial Market Supervision and Administration on forwarding and improving the level of Informatization and uniformly standardizing the Registration of Market entities"[Guangdong Municipal Supervisory Office issued (2020) 1316], "Securities Law" and other relevant laws and regulations, combined with the actual situation of the company, changed the company's main project category from general equipment manufacturing to special equipment manufacturing, and received the "Business license" renewed by Guangzhou Market Supervision Administration on June 9.
(13) on June 15, 2021, the company received a "case-filing notice" issued by Huangpu District Branch of Guangzhou Public Security Bureau: "Guangzhou Dayilong Packaging Machinery Co., Ltd. was embezzled by position, and our bureau believes that it meets the conditions for filing the case." the case has been put on file for investigation. In the process of combing and integrating the sales process and channels, the above job embezzlement case found that an employee of the company was suspected of using his position to encroach on part of the company's sales resources, which may adversely affect the interests of the company. Verified by the company, only the employee is involved in this job embezzlement, and the incident is only an isolated incident, and the relevant job embezzlement has not affected the company's business operation, and the company's board of directors has set up a special team to cooperate with the police to carry out relevant work. At present, the above matters are in the stage of investigation.
(14) on August 25, 2020, the company held the eighth meeting of the Seventh session of the Board of Directors, deliberated the "motion on mentioning the provision for asset impairment", "the motion on related transactions with Shenzhen Rentong Intelligent Technology Co., Ltd." and "the motion on applying to banks for credit and accepting related party guarantees". The deliberation results of the above motions are as follows:
1. The board of directors agreed that the company should set aside 732800 yuan for asset impairment in the first half of 2021, and return 8.5233 million yuan for asset impairment.
2. The board of directors agrees that the company should purchase electrical products from the related party Shenzhen Rentong Intelligent Technology Co., Ltd. for daily production and operation, and the amount of related transactions shall not exceed 2 million yuan.
3. The board of directors agrees that the company should apply for a credit of RMB 167 million to Guangzhou Baiyun Branch of Bank of China Ltd. Co., Ltd., and Mr. Zhang Songming, the chairman of the board of directors, shall provide a full guarantee of joint and several liability for the credit. By the end of the reporting period, the credit is in the process of being implemented.
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Fourth, quarterly financial statements
(1) Financial statements
1. Consolidated balance sheet
Organization: Guangzhou Dayilong Packaging Machinery Co., Ltd.
September 30, 2021
Unit: yuan
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Legal representative: Zhang Songming in charge of accounting: Wu Xiaoman, head of accounting office: Lin Hong
2. Profit statement from the beginning of the merger to the end of the reporting period
Unit: yuan
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In the case of a business merger under the same control in the current period, the net profit realized by the merged party before the merger is 0.00 yuan, and the net profit realized by the merged party in the previous period is 0.00 yuan.
Legal representative: Zhang Songming in charge of accounting: Wu Xiaoman, head of accounting office: Lin Hong
3. Consolidated statement of cash flows from the beginning of the year to the end of the reporting period
Unit: yuan
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(2) statement on the adjustment of the financial statements
1. The first implementation of the new lease standard adjustment since 2021, the first implementation of the relevant projects in the financial statements at the beginning of the year.
Tick applicable-not applicable
Does the balance sheet account need to be adjusted at the beginning of the year?
Tick Yes-No
Consolidated balance sheet
Unit: yuan
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Adjustment description: the Ministry of Finance issued the revised Accounting Standards for Enterprises No. 21-Leasing (Finance and Accounting [2018] No. 35) in 2018, and the company will implement the above new leasing standards on January 01, 2021. According to the convergence regulations, the company does not need to retroactively adjust the prior-period comparative financial statement data, and the cumulative impact of the implementation of the new standards adjusts the amount of retained earnings and other related items in the financial statements at the beginning of 2021.
2. The retrospective adjustment of the new lease standard for the first time since 2021 is explained by the comparative data in the earlier period.
-the applicable square is not applicable.
(3) Audit report
Is the third quarter report audited?
-is it a tick?
The company's third quarter report is unaudited.
V. interpretation
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Guangzhou Dayilong Packaging Machinery Co., Ltd.
Board of directors
October 27, 2021
Securities code: 002209 securities abbreviation: Dayilong announcement code: 2021-043
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Announcement of the resolution of the tenth meeting of the seventh session of the board of directors
The Company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
The office of the secretary of the board of directors of Guangzhou Dayilong Packaging Machinery Co., Ltd. (hereinafter referred to as "the company") issued a notice by personal service on October 15, 2021, deciding to convene the tenth meeting of the Seventh session of the Board of Directors. The meeting will be held by means of a communication vote on October 26, 2021. Seven directors shall participate in the review and vote, and seven directors shall actually participate in the review and vote. The convening and convening procedures of this meeting are in line with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company.
I. deliberation of the meeting
1. Deliberate and adopt the third quarter report of the Company 2021
The full text of the third quarter 2021 report can be found in the Company's third quarter report 2021 (Bulletin No.: 2021-045) published in the Securities Times and www.cninfo.com.cn on October 27, 2021.
The result of the vote was 7 for, 0 against and 0 abstaining.
2. Deliberate and pass the motion on adjusting the amount of related transactions with Shenzhen Rentong Intelligent Technology Co., Ltd.
For details, please refer to the announcement on adjusting the related transaction quota with Shenzhen Rentong Intelligent Technology Co., Ltd. (notice No.: 2021-046) published in the Securities Times and Juchao Information Network (www.cninfo.com.cn) on October 27th, 2021. The independent directors of the company expressed prior approval opinions and independent opinions on the related transactions, for more information, see "prior approval opinions of independent directors on matters related to the tenth meeting of the seventh session of the board of directors" and "independent opinions of independent directors on matters related to the tenth meeting of the seventh session of the board of directors". Mr. Zhang Songming, a related director, avoided voting.
The result of the vote: 6 votes for, 0 votes against, 0 abstention.
2. Documents for reference
1. Resolution of the Tenth meeting of the Seventh session of the Board of Directors
2. Prior approval of Independent Directors on matters related to the Tenth meeting of the Seventh session of the Board of Directors
3. "Independent opinions of Independent Directors on matters related to the Tenth meeting of the Seventh session of the Board of Directors"
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Board of directors
October 27, 2021
Securities code: 002209 securities abbreviation: Dayilong announcement code: 2021-044
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Announcement of the resolution of the 14th meeting of the Fifth session of the Board of Supervisors
The Company and all members of the board of supervisors guarantee that the content of the information disclosure is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
The notice of the 14th meeting of the Fifth session of the Supervisory Committee of Guangzhou Dayilong Packaging Machinery Co., Ltd. (hereinafter referred to as "the Company") was issued by personal service on October 15, 2021, and the meeting was held by communication and vote on October 26, 2021. There are three supervisors of the company and three supervisors who participated in the voting of this meeting. The convening and convening procedures of this meeting comply with the provisions of relevant laws, administrative regulations, departmental rules, normative documents and the articles of association of the company, the meeting is legal and effective, and the resolutions formed at this meeting are legal and effective.
I. deliberation of the meeting
The meeting examined and adopted the third quarter report of the company 2021. After examination, the board of supervisors considers that the full-text procedure of the board of directors in compiling and reviewing the company's third quarter report 2021 is in line with laws, administrative regulations and the regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange, and that the full text of the third quarter report 2021 truly, accurately and completely reflects the actual situation of the Company, there are no false records, misleading statements or material omissions.
The result of the vote: 3 votes for, 0 votes against, 0 abstention.
2. Documents for reference
Resolution of the 14th meeting of the Fifth Board of Supervisors
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Board of supervisors
October 27, 2021
Securities code: 002209 securities abbreviation: Dayilong announcement code: 2021-042
Guangzhou Dayilong Packaging Machinery Co., Ltd.
About the provision for the third quarter of 2021
Announcement of provision for impairment of assets
The Company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
I. an overview of the provision for impairment of assets
1. The reasons for the provision for impairment of assets this time.
In order to truly reflect the company's financial position and operating results, in accordance with the Accounting Standards for Enterprises and the company's accounting policies, accounting estimates and other relevant regulations, the company has conducted impairment tests on all kinds of assets within the scope of the consolidated statements as of September 30, 2021, and make corresponding provision for impairment of assets with signs of impairment.
2. The asset scope, total amount and other related information of the provision for impairment of assets.
According to the preliminary estimate of the company, the provision for impairment of various assets totaled 8.1157 million yuan in the third quarter of 2021. The provision for impairment of assets is the accounting data of the company and has not been audited. The scope of the provision for impairment of assets includes contract assets, accounts receivable and other receivables, the details of which are as follows:
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Note: the reporting period of the provision for impairment of assets is from July 1, 2021 to September 30, 2021.
3. The review procedure of the provision for impairment of assets
The provisions for asset impairment are carried out in accordance with the Accounting Standards for Enterprises, the guidelines for the standardized Operation of listed companies on the Shenzhen Stock Exchange and the relevant systems of the company, and do not need to be submitted to the company's board of directors and shareholders' meeting for deliberation.
II. Specific explanation of the provision for impairment of assets this time
1. Provision for bad debts of contract assets
For contractual assets, whether or not it contains a significant financing component, the Company always measures its loss provision at an amount equivalent to the expected credit loss over the entire lifetime, and the increase or reversal of the resulting loss provision, as an impairment loss or gain, it is recorded in the profits and losses of the current period.
The Company calculates the expected credit loss of the contract assets on the balance sheet date, and if the expected credit loss is greater than the carrying amount of the current impairment provision for the contract assets, the difference is recognized as an impairment loss; the expected credit loss is re-measured on each balance sheet date, and the reversal amount of the resulting loss provision is recognized as an impairment gain. After the impairment test of the customer's accounts receivable according to the expected credit loss, the provision for the impairment of contract assets is 1.2534 million yuan.
2. Provision for bad debts of accounts receivable
On the balance sheet date, the company's characteristics of individual credit risks are obviously different, and there is objective evidence that it has impaired accounts receivable, and the company conducts impairment tests one by one according to the expected credit losses. according to the difference that the present value of its future cash flow is lower than its book value, the impairment loss is recognized and the provision for bad debts is made. In addition to individual accounts receivable for credit risk assessment, they are divided into different combinations based on their credit risk characteristics. For the accounts receivable divided into combinations, with reference to the experience of historical credit losses, combined with the current situation and the forecast of the future economic situation, the company compiles a comparison table between the age of accounts receivable and the expected credit loss rate of the whole duration, and calculates the expected credit loss. After the company carries on the impairment test to the customer accounts receivable according to the expected credit loss, the provision for bad debts of accounts receivable is 6.7379 million yuan.
3. Provision for bad debts of other receivables
On the balance sheet date, the company's characteristics of individual credit risks are obviously different, and there is objective evidence that it has other receivables that have been impaired, and the company conducts impairment tests one by one according to the expected credit losses. according to the difference that the present value of its future cash flow is lower than its book value, the impairment loss is recognized and the provision for bad debts is made. When individual other receivables are unable to evaluate the expected credit loss at a reasonable cost, the company divides the other receivables into several combinations according to the credit risk characteristics. For other receivables divided into portfolios, the company calculates the expected credit loss based on the default risk exposure and the expected credit loss rate within the next 12 months or throughout the duration. After the impairment test of other receivables according to the expected credit loss, the company sets aside 124400 yuan for bad debts of other receivables.
III. Explanation of the reasonableness of the provision for impairment of assets
The provision for impairment of assets is in line with the Accounting Standards for Enterprises and the relevant accounting policies of the company, reflecting the principle of accounting prudence and in line with the actual situation of the company. This provision for asset impairment can more fairly reflect the company's financial position, asset value and operating results as of September 30, 2021, making the company's accounting information more reasonable.
IV. The impact of the provision for impairment of assets on the company
The provision for asset impairment in the third quarter of 2021 totaled 8.1157 million yuan, which is expected to reduce the net profit attributable to shareholders of listed companies by 8.1157 million yuan in the third quarter of 2021, and correspondingly reduce the equity of shareholders of listed companies by 8.1157 million yuan in the third quarter of 2021. The company's provision for impairment of assets has not been audited by the accounting firm.
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Board of directors
October 27, 2021
Securities code: 002209 securities abbreviation: Dayilong announcement code: 2021-046
Guangzhou Dayilong Packaging Machinery Co., Ltd.
About the Adjustment and Shenzhen RenTong Intelligent Science and Technology
Announcement of the quota of related party transactions of a limited company
The Company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete, and that there are no false records, misleading statements or material omissions.
I. Overview of related transactions
Guangzhou Dayilong Packaging Machinery Co., Ltd. (hereinafter referred to as "the company") held the eighth meeting of the Seventh session of the Board of Directors on August 25, 2021, and examined and passed the motion on related transactions with Shenzhen Rentong Intelligent Technology Co., Ltd. The company will purchase electrical products from Shenzhen Rentong Intelligent Technology Co., Ltd. (hereinafter referred to as "Rentong Intelligence") for daily production and operation, with the amount of related party transactions not exceeding 2 million yuan. For details, see the "announcement on related transactions with Shenzhen Rentong Intelligent Technology Co., Ltd." (notice No.: 2021-037) published in the Securities Times and Juchao Information Network (www.cninfo.com.cn) on August 27th, 2021.
Since September 2021, in order to deal with the global shortage of electrical components and ensure the delivery cycle, the company has rapidly established a supply guarantee mechanism and actively expanded the scope of the supply chain. After a comprehensive evaluation, the company believes that the products supplied by RenTong Intelligence can meet the current needs of some of the company's electrical components, and can make stock arrangements in advance according to the company's order expectations, so the company's purchase volume from RenTong Intelligence is expected to increase. It is estimated that the amount of related transactions will be increased by 16 million yuan, of which as of December 31, 2021, it is expected to increase the amount of related transactions by 8 million yuan. It is estimated that the amount of related party transactions that will take place from January 1, 2022 to April 30, 2022 is 8 million yuan.
Mr. Zhang Songming, the chairman of the company, owns 75.13% of the equity of Tong Intelligence, which is controlled by the company's controlling shareholder. according to the relevant provisions of the Stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a related party transaction. This transaction does not constitute a major asset reorganization as stipulated in the measures for the Administration of Major Asset reorganization of listed companies and does not need to be approved by the relevant departments. The amount of this transaction is within the approval authority of the company's board of directors and does not need to be approved by the shareholders' general meeting.
II. Basic information of related parties
1. The basic situation of human intelligence
Company name: Shenzhen Rentong Intelligent Technology Co., Ltd.
Type: limited liability company
Legal representative: Luo Wenhai
Registered capital: RMB 21.38 million
Unified Social Credit Code: 91440300306128912U
Residence: office area, second floor, Xinghe Leader, Nankeng Community, Bantian Street, Longgang District, Shenzhen City
Business scope: technical development of electronic software and hardware, electrical control system; purchase and sale of electronic software and hardware, mechanical equipment, instrumentation, electrical control system; domestic trade; import and export business.
Major shareholders: Zhang Songming holds 75.13%; Zeng Ziping holds 12.87%.
2. The main financial data of RenTong Intelligence in the most recent fiscal year and at the end of the most recent accounting period (unaudited) are as follows:
Unit: yuan
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3. Description of the relationship
Mr. Zhang Songming, the chairman of the company, holds 75.13% of the equity of Tong Intelligence, which is an enterprise controlled by the controlling shareholder of the company and belongs to the affiliated legal person stipulated in Article 10.1.3 of the rules for listed shares on the Shenzhen Stock Exchange. The above transactions constitute related party transactions.
4. Analysis of performance ability
Up to now, Rentong Intelligence continues to operate in accordance with the law, and its production and operation is normal, which does not belong to the person who breaks its promise.
III. Pricing policy and pricing basis of the transaction
The pricing of related party transactions of company and Rentong intelligence follows the principle of fairness and impartiality, the transaction amount is determined by fair price and conditions, and the transaction pricing policy and pricing basis are determined with reference to the market price. there is no harm to the interests of the company and shareholders.
IV. The main contents of the transaction agreement
1. The subject matter of the transaction and the transaction amount: the subject matter of the transaction is the electrical product, and the amount of the related transaction shall not exceed 16 million yuan.
2. Settlement and payment: the company will send "purchase order" to Rentong Intelligence according to the actual production needs, and Rentong Intelligence will deliver the goods according to the "purchase order" determined by both parties. After the goods are checked and accepted, both parties shall check the accounts, and after the bill is checked correctly, a special VAT invoice will be issued by Rentong intelligently, and the company will make monthly payment based on the invoice.
3. the conditions for the entry into force of the contract shall enter into force after being signed and sealed by the authorized representatives of both parties.
4. settlement of contract disputes: disputes arising from or related to this contract shall be settled by both parties through friendly consultation; if the dispute cannot be settled through negotiation, either party may bring a suit in the people's court of the place where the contract was signed.
5. Cooperation time: from the date of signing of the contract to April 30, 2022.
V. other arrangements involving related transactions
This related party transaction does not involve other arrangements.
VI. The purpose of the transaction and its impact on listed companies
Rentong Intelligence is mainly engaged in the technical development of electronic software and hardware and electrical control systems, as well as the purchase and sale of electronic software and hardware, mechanical equipment, instruments and electrical control systems. As the products provided by the company to customers need to purchase electrical products for production, the company intends to intelligently purchase some electrical products from Rentong to meet the needs of customers and their own production.
The purchase of electrical products is due to the fact that the company itself does not produce such products, the required products must be purchased from outside. The pricing of this transaction follows the principles of fairness, impartiality, fairness and marketization, and the pricing is reasonable and does not harm the interests of the company and its shareholders. The amount of related party transactions and its proportion in similar transactions is relatively small, will not form a dependence on related parties, and will not have a significant impact on the current and future financial position and operating results.
VII. The total amount of various related party transactions that have occurred with the related party from the beginning of the year to the date of disclosure.
From the beginning of the year to the date of disclosure, the total amount of all kinds of related transactions between the company and Rentong Intelligence totaled 2.3304 million yuan.
VIII. Prior approval and independent opinions of independent directors
1. Prior approval
The independent directors communicated in advance on the related party transaction and carefully reviewed the proposal on adjusting the amount of related transaction with Shenzhen Rentong Intelligent Technology Co., Ltd., which was to be submitted to the 10th meeting of the Seventh Board of Directors of the company. after discussion, it is considered that the company's intelligent procurement of electrical products from Rentong is the need of the company's normal production and operation, and the transaction pricing follows the principles of fairness, impartiality, fairness and marketization. This related party transaction does not harm the interests of the company and minority shareholders. The independent directors unanimously agreed to submit this motion to the board of directors of the company for consideration.
2. Independent opinions
(1) the related party transaction has been approved in advance by the independent directors before it is submitted to the board of directors of the company for consideration.
(2) the related party transaction has been examined and approved by the tenth meeting of the seventh session of the board of directors of the company. When the board of directors considered the related party transaction, Mr. Zhang Songming, the related director, avoided voting.
(3) the related party transaction follows the principles of fairness, impartiality, fairness and marketization, and meets the needs of the company's normal production and operation. The voting procedure and transaction procedure of the related party transaction are in line with the relevant provisions of laws and regulations and the articles of association of the company.
(4) in this related party transaction, there is no situation in which the company transfers the intelligent benefits to RenTong, it will not affect the independence of the company, and there is no case of harming the interests of the company and minority shareholders.
Therefore, the independent directors unanimously agreed with the company's "motion on adjusting the amount of related transactions with Shenzhen Rentong Intelligent Technology Co., Ltd.".
IX. Documents for reference
1. Resolution of the Tenth meeting of the Seventh session of the Board of Directors
2. Prior approval of Independent Directors on matters related to the Tenth meeting of the Seventh session of the Board of Directors
3. "Independent opinions of Independent Directors on matters related to the Tenth meeting of the Seventh session of the Board of Directors"
Guangzhou Dayilong Packaging Machinery Co., Ltd.
Board of directors
October 27, 2021