Securities code: 002800 securities abbreviation: Xinjiang Tianshun Supply Chain Co.Ltd(002800) Announcement No.: 2022-004 Xinjiang Tianshun Supply Chain Co.Ltd(002800)
Announcement on signing service agreements and related party transactions
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、 Overview of related party transactions
The subsidiary of Xinjiang Tianshun Supply Chain Co.Ltd(002800) (hereinafter referred to as “the company”), Xinjiang Tianhui Logistics Co., Ltd. (hereinafter referred to as “Xinjiang Tianhui”), the holding subsidiary Xinjiang Huachen supply chain Co., Ltd. (hereinafter referred to as “Xinjiang Huachen”), and the holding subsidiary Xinjiang Tianhui Huizhong supply chain Co., Ltd. (hereinafter referred to as “Tianhui Huizhong”) Xinjiang Tianhui HSBC supply chain Co., Ltd. (hereinafter referred to as “Tianhui HSBC”) plans to sign a logistics service agreement with Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd. (hereinafter referred to as “coal storage and transportation”).
The company holds 55% equity of Xinjiang Tianhui Logistics Co., Ltd; Xinjiang Tianhui holds 100% equity of Xinjiang Huachen; Xinjiang Tianhui holds 100% equity of Tianhui Huizhong; Xinjiang Tianhui holds 100% equity of Tianhui HSBC. Xinjiang Tianshun Investment Group Co., Ltd. (hereinafter referred to as “Tianshun investment”) is the controlling shareholder of the company. Tianshun investment indirectly holds 97.26% equity of Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd. According to relevant regulations such as the Listing Rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction. The company held the 6th interim meeting of the 5th board of directors on January 26, 2022, and deliberated and adopted the proposal on signing service agreement and related party transactions with 5 affirmative votes, 0 negative votes and 0 abstention votes. Mr. Wang Puyu, Ms. Hu Xiaoling, Mr. Wang Jili and Mr. Hu Jianlin, the connected directors of this connected transaction, avoided voting on this proposal. The independent directors of the company expressed their prior approval opinions and independent opinions on the matter. This transaction still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Related party I:
Name: Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd
Address: West of Kushan terminal station, railway station town, Shanshan County, Turpan, Xinjiang
Nature of enterprise: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Shi Wei
Registered capital: RMB 10 million
Unified social credit Code: 916504005564629725
Office address: West of Kushan terminal station, railway station town, Shanshan County, Turpan, Xinjiang
Business scope: transportation agency services, railway cargo transportation, coal and products, carbon black, cement, cotton, mineral products, plumbing equipment, steel billet, steel, stone, titanium dioxide, iron ore, iron concentrate, copper and gold powder, pellet, pig iron, metal materials, electromechanical products, chemical products (except dangerous goods), agricultural and sideline products, building materials Sales of auto parts, plastic products, ceramic products, fertilizer, feed and coke; Services: loading and unloading, warehousing, business information consultation; House leasing, site leasing and mechanical equipment leasing; Weighing service; Food business. Road cargo transportation (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder: Xinjiang Tianshun Investment Group Co., Ltd. indirectly holds 97.26% equity of Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd.
Financial data of the latest fiscal year (Unaudited): as of December 31, 2021, Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd. has total assets of 73.3578 million yuan, net assets of 47.4355 million yuan, operating income of 69.2817 million yuan and net profit of 39.5271 million yuan.
Relationship with the company: Tianshun investment is the controlling shareholder of the company, and Tianshun investment indirectly holds 97.26% equity of Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd. The connected person belongs to the connected relationship specified in article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd. is not a dishonest person.
3、 Main contents, pricing policies and basis of related party transactions
Party A: Xinjiang Tianhui Logistics Co., Ltd
Party B: Xinjiang Huachen supply chain Co., Ltd
Party C: Xinjiang Tianhui Huizhong supply chain Co., Ltd
Party D: Xinjiang Tianhui HSBC supply chain Co., Ltd
Party e: Zhongzhi energy Shanshan Industrial Park coal storage and Transportation Co., Ltd
(Party A, Party B, Party C and Party D are collectively referred to as the entrusting party and party e as the entrusted party.)
Article 1 entrusted matters (the following matters shall be subject to the actual requirements of the entrusting party)
The entrusting party entrusts the entrusted party to organize logistics services for its railway freight transportation, and the entrusted party accepts the entrustment to handle the services within the railway dedicated line and relevant supporting services for it (all the expenses shall be borne by the entrusting party), as follows: 1 Handle the shipping procedures for the entrusting party;
2. Provide railway vehicle inquiry and whole process monitoring services;
3. Provide railway statistical information services;
4. Provide reconciliation and settlement of logistics service expenses;
5. Provide customers with goods storage services within the railway special line of the entrusted party;
6. Provide silo system loading in the entrusted party’s special line (flat box and flat car after coal container and gondola car loading, vehicle inspection and reinforcement, dust suppression and antifreeze);
7. Handle the settlement of railway freight, handling charges and other miscellaneous charges.
Article 2 responsibilities and obligations of the entrusting party
1. The consignor shall inform the consignor of the shipment information in writing five days in advance, mainly including the detailed consignor, consignee (mailing address, telephone number, name), arrival station, name and weight of the goods, and provide the consignor with the nature of the goods, the approval and inspection of relevant departments and other relevant materials. At the same time, the trustee is required to keep business secrets.
2. The entrusting party guarantees that the materials provided to the entrusted party are true and complete. As an integral part of this agreement, the information provided by the entrusting party has the same legal effect as this agreement.
3. If the information or goods provided to the trustee need to be changed, it shall notify the trustee five days before the goods are sent. 4. The goods delivered by the entrusting party must comply with relevant laws of the people’s Republic of China and railway laws, rules and regulations.
5. Pay the service fee and related expenses of the trustee according to the contract.
6. Provide the original of coal mine inspection sheet. According to the test report and production period certificate issued by the Coal Research Institute of the autonomous region.
7. The consignor shall inform the consignor of the goods loading every day. If the goods are not loaded in time, the railway expenses shall be borne by the consignor.
8. When the coal goes to the station, it shall be unloaded in the area designated by the relevant personnel of the entrusted party, and random dumping is strictly prohibited. If such circumstances occur, the losses incurred shall be borne by the entrusting party.
Article 3 responsibilities and obligations of the trustee
1. The entrusted party shall carry out the entrusted service after confirming the arrival of the agreed fee.
2. Within the scope of authorization of the entrusting party, according to the service matters entrusted by the entrusting party and the materials provided by the entrusting party, and in accordance with the provisions of this agreement, complete the service matters in time.
3. Timely submit the cargo transportation information to the relevant departments. After the goods are delivered, the entrusted party will inform the entrusting party of the loading information and business progress, and timely deliver the relevant documents to the entrusting party.
4. Keep confidential all documents, materials and relevant business information provided by the entrusting party.
5. The entrusted party must appoint one or two business personnel to be responsible for the coordination of the entrusted party’s business, ensure daily contact and communication, and solve problems in a timely manner.
6. The entrusted party shall inform the consignor of the loading time and unloading area in time according to the use of the cargo space in the coal storage bunker.
7. The entrusted party shall load reasonably according to the requirements of railway cargo loading and reinforcement, and the loading weight shall be subject to the loading weight and railway ticket billing weight provided by the entrusted party. The entrusted party shall not bear the loss caused by natural loss and measurement error.
Article 4 charging standard and payment method
1. Service fee: according to the negotiation between both parties, the logistics service fee will be charged for silo loading, which will be calculated and charged according to the current market price (including loading and unloading fee and weighbridge fee); The settlement tonnage shall be subject to the billing weight of railway freight ticket.
According to the negotiation between both parties, the coal transported by the entrusting party to the coal storage bunker of the entrusted party shall be kept by the entrusted party for 14 days free from the date of coal loading. If there is no sign of shipment or reshipment after 14 days, the entrusted party shall start to charge the storage fee, which shall be charged at 3 yuan / ton / day from 14 days to 20 days and 6 yuan / ton / day after 20 days. If the accumulated storage fee exceeds the coal value and the entrusting party has not contacted and actively cooperated with the entrusted party, the entrusted party has the right to dispose of the stored coal, and the consequences shall be borne by the entrusting party. In case of vehicle transshipment, relevant fees shall be charged:
(1) The handling fee is charged at 3 yuan / ton (including unloading and loading);
(2) The weighing fee is charged at 2 yuan / ton;
(3) The service fee is charged at 7 yuan / ton (including land use fee of mechanical equipment, water and electricity fee and relevant ancillary operations to ensure coal safety).
2. Payment items: railway freight and miscellaneous charges (including pick-up and delivery fees, etc.). The specific amount of the payment shall be subject to the relevant payment bills. Relevant bills of railway freight and miscellaneous charges collected and paid on behalf shall be transferred to the entrusting party, and a special VAT invoice shall be issued at 6% of the service fee invoice.
3. Payment method: the entrusting party entrusts the entrusted party to collect and pay the railway freight on behalf of the entrusted party. The entrusted party does not charge the security deposit. Before the goods are shipped, it submits the shipping information to the entrusted party, and remits the freight, miscellaneous fees, service fees and other payments of the shipped goods in advance to the entrusted party’s bank account. After the entrusted party confirms that the fees are used in the account, Carry out the entrusted service (if the entrusting party pays the railway freight by itself, it needs to provide 100000 deposit to the entrusted party, and the entrusted party will carry out the entrusted service after confirming the receipt of the fee).
4. Settlement: in order to facilitate the settlement, both parties agree to settle the settlement in batches. The settlement shall be made on the 25th of each month. The trustee shall issue a VAT invoice. If the prepaid fee is insufficient, a late fee of 3 ‰ of the total amount owed shall be charged on a daily basis. After the expenses are settled in the current month, the shipment of the next month shall be determined in advance, and the prepaid expenses shall be made up in time.
Article 5 liability for breach of contract
1. If the information provided by the client to the trustee is untrue or important information is omitted, or the client fails to provide relevant information and goods at the time agreed in the agreement, resulting in losses to the trustee, the client shall be liable for compensation.
2. If the consignor entrains or conceals dangerous goods in ordinary goods, or the consignor has defects in packaging, loading and reinforcement, and the measures taken do not meet the transportation conditions, the consignor has the right to refuse the logistics service, and the consignor shall bear the economic losses caused to the consignor. If the entrusted party takes measures to make the goods meet the transportation conditions, the expenses arising therefrom shall be borne by the entrusting party.
3. If the entrusting party fails to pay the service fee and related expenses to the entrusted party on time and in full as agreed in the agreement, the losses caused shall be borne by the entrusting party, and the entrusted party has the right to stop all loading and unloading business.
Article 6 modification and cancellation of the agreement
1. After the agreement is signed, neither party shall change or terminate it without authorization. If the performance cannot be continued due to special reasons and needs to be changed, the change or cancellation agreement shall be signed in writing with the consent of Party A and Party B.
2. If both parties agree to terminate the agreement, Party A and Party B shall fully cooperate, settle and settle the relevant expenses before handling the termination of the agreement between both parties.
3. In case of market change and national policy change, the expenses under the agreement shall be settled by both parties through negotiation.
Article 7 settlement of disputes
Disputes arising from the performance of this agreement by both parties shall be settled through negotiation. If no agreement can be reached through negotiation, they can appeal to the local court where the contract is signed.
Article 8 other matters
1. If the entrusting party requests to issue an invoice to a third party, the entrusting party shall issue a power of attorney to the entrusted party (providing the name of the invoicing unit, taxpayer tax number, name of the opening bank, bank account number, Invoicing amount and quantity), and the entrusted party shall issue an invoice according to the power of attorney.
2. Both parties shall keep business secrets and shall not disclose them to a third party, otherwise they shall bear relevant legal liabilities.
3. In case of any matters not covered in this agreement, a supplementary agreement shall be signed by both parties through negotiation. Both parties can be exempted from liability under the following circumstances: (1) causes of force majeure; (2) The natural attributes of the goods themselves; (3) Reasonable loss of goods; (4) Other events and factors beyond the control of both parties; (5) This agreement cannot be performed in whole or in part due to the change or adjustment of national policies and laws.
4. In case of market change and national policy change, the expenses under the agreement shall be settled by both parties through negotiation. Without special circumstances, the service fee will not be reduced or exempted due to the actual requirements of the client.
5. Validity period of the contract: the contract starts from January 1, 2022 to December 31, 2022.
6. This agreement is made in seven copies, one for the entrusting party and three for the entrusted party. It will come into force after being signed and sealed by the representatives of both parties and passed by the Xinjiang Tianshun Supply Chain Co.Ltd(002800) general meeting of the controlling shareholder of the entrusting party.
4、 Transaction purpose and its impact on Listed Companies
The related party transactions between Xinjiang Tianhui, Xinjiang Huachen, Tianhui Huizhong, Tianhui HSBC and coal storage and transportation are the needs of the production and operation of subsidiaries and belong to normal commercial transactions. At the same time, the transaction pricing between subsidiaries and related parties is market regulated and fair. The transaction does not damage the interests of listed companies and non related shareholders, The decision-making of the transaction shall be carried out in strict accordance with the relevant systems of the company. The implementation of the above daily connected transactions will not affect the independence of the company, and the company’s business will not rely on or be controlled by connected persons.
5、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
From the beginning of 2022 to the disclosure date, the company’s holding subsidiaries Xinjiang Tianhui, the subsidiary Xinjiang Huachen, the subsidiary Tianhui Huizhong, the subsidiary Tianhui HSBC and the related party’s coal storage and transportation have accumulated the amount of related party transactions in station services of RMB 0 million. In addition to the above related party transactions, the total amount of various related party transactions between the company and the related party Tianshun group is RMB 10000; Accumulated connections between the company and Mr. Wang Puyu, Ms. Hu Xiaoling and their related parties
