Hongxin Securities Co., Ltd
About Yantai China Pet Foods Co.Ltd(002891)
Confirmation of the verification opinions on regular related party transactions in 2021
Hongxin Securities Co., Ltd. (hereinafter referred to as "Hongxin securities" or "the sponsor") as the sponsor of Yantai China Pet Foods Co.Ltd(002891) (hereinafter referred to as " Yantai China Pet Foods Co.Ltd(002891) " or "the company") non-public offering of shares, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business According to the requirements of laws, regulations and normative documents such as Shenzhen Stock Exchange Stock Listing Rules (revised in 2022), Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board, the matters of Yantai China Pet Foods Co.Ltd(002891) ratification of the company's and its subsidiaries' regular connected transactions in 2021 have been verified. The verification results are as follows:
1、 Overview of related party transactions
On January 29, 2021, Yantai China Pet Foods Co.Ltd(002891) the fifth meeting of the third board of directors deliberated and adopted the proposal on predicting the daily connected transactions of the company and its subsidiaries in 2021, It is agreed that the company and its subsidiaries are expected to have regular related party transactions such as the purchase and sale of products with the company's affiliated enterprise aitao pet daily necessities (Cambodia) Co., Ltd. (hereinafter referred to as "aitao pet") in 2021, with an estimated amount of no more than 320 million yuan, including no more than 140 million yuan of related sales and no more than 180 million yuan of related party procurement, The proposal has been deliberated and adopted at the second extraordinary general meeting of shareholders in 2021. For details, please refer to securities times, China Securities News, Shanghai Securities News, securities daily and cninfo.com（ http://www.cn.info.com.cn. ）Announcement on the expected daily connected transactions of the company and its subsidiaries in 2021 (Announcement No.: 2021-015) and announcement on the resolution of the second extraordinary general meeting of shareholders in 2021 (Announcement No.: 2021-023).
Due to the good development of Amoy pet business in 2021, the actual recurring related party transactions between the company and its subsidiaries exceeded the original estimated amount in 2021. The company plans to confirm the excess recurring related party transactions. In 2021, the actual amount of products purchased by the company from Amoy pet was no more than 21 million yuan (including the actual transaction amount that has occurred). Therefore, the amount of regular related party transactions with Amoy pet was no more than 30 million yuan.
On February 10, 2022, the company held the 14th meeting of the third board of directors, and the meeting passed the deliberation
According to the stock listing rules of Shenzhen Stock Exchange (revised in 2022), this connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization specified 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
1. Company name: aitao pet daily necessities (Cambodia) Co., Ltd
2. Date of establishment: March 6, 2019
3. Relationship with listed companies: the company participates in subsidiaries, and the company holds 49% of its shares; Jiang Yishan, director and executive deputy general manager of the company, was appointed as the director of Amoy pet
4. Registered capital: USD 21.8 million
5. Main business: production and sales of pet daily necessities, pet food, luggage, clothing and webbing; Research and development of pet daily necessities, pet food, luggage, clothing and webbing; Irradiation sterilization service; Import and export of goods, technology and irradiation processing.
6. Main financial indicators
Unit: USD 10000
Project December 31, 2021
Total assets 3419.60
Owner's equity 2718.69
Project year 2021
Operating income 3201.29
Net profit 541.66
Note: the above data has not been audited.
7. Analysis of performance ability: Amoy pet is a legal entity that exists and continues to operate according to law. It is in good financial condition and has the corresponding performance ability.
3、 Main contents and pricing policies of related party transactions
The above related party transactions are the transactions required for the company's normal business, which are conducive to the development and implementation of the company's daily business and the sustainable and stable operation of the company. The pricing policy and basis of such related party transactions are determined in accordance with the general commercial principles of openness, fairness and impartiality. The transaction price is based on the principle of market fair price. It is a complete market behavior, which does not affect the independence of the company and the sustainable operation ability of the company. The main business or income and profit sources of the company do not completely depend on such related party transactions. The above transactions do not have a significant impact on the company's assets and profits and losses, and do not damage the interests of the company and other shareholders, especially minority shareholders.
4、 Impact of the above matters on Listed Companies
The related party transactions between the company and its subsidiaries and related parties are conducive to broaden the sales channels of the company, so as to improve the economic benefits and comprehensive competitiveness of the company and its subsidiaries. The above-mentioned related party transactions are conducted on the basis of fairness and mutual benefit, and do not damage the interests of the company and its subsidiaries, have no significant impact on the current financial status and operating results of the company and its subsidiaries, and do not affect the independence of the company. The pricing of the related party transactions is fair and reasonable, and there is no situation that damages the interests of the listed company.
5、 Expected amount and category of daily related party transactions confirmed and increased this time unit: 10000 yuan
From 2021 to December 2021, it is estimated that the name of the new related party in 2021, the expected amount of the transaction content, and the actual amount of daily related party transactions in the year of increase on December 31, 2021
Amoy pet purchase goods 18000.00 20149.22 3000.00
6、 Decision making procedures and opinions of independent directors
(I) deliberation by the board of directors
On February 10, 2022, the 14th meeting of the third board of directors of the company deliberated and adopted the proposal on ratification of recurring related party transactions of the company and its subsidiaries in 2021. The business transactions between the company, its subsidiaries and related parties comply with the principles of fair and just market, treat them equally with other business enterprises, and there is no transfer of interests.
The company's regular related party transactions are all continuous and regular related party transactions between the company and related parties. There is no damage to the interests of the company and shareholders, and there is no adverse impact on the company's current and future financial status and operating results. Related directors abstain from voting.
The excess part of daily related party transactions ratified this time is within the scope of approval of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) deliberation by the board of supervisors
On February 10, 2022, the 12th meeting of the third board of supervisors of the company deliberated and adopted the proposal on ratification of recurring related party transactions of the company and its subsidiaries in 2021. After review, the board of supervisors believes that the related party transactions of the company and its subsidiaries are the needs of the company's daily production and operation, and both parties to the transaction follow the principle of "equality, voluntariness, fairness, openness and fairness", without harming the interests of the company, its subsidiaries and other non related party shareholders. The examination and approval procedures for connected transactions are legal and effective, and comply with the provisions of relevant laws, administrative regulations, departmental rules and the articles of association.
(III) prior approval opinions and independent opinions of independent directors
1. Prior approval opinion of independent directors: after careful consideration of the proposal on ratification of recurring related party transactions of the company and its subsidiaries in 2021, the independent directors believe that the company's supplementary confirmation of related party transactions is necessary for the company's business activities and does not have a significant impact on the company's financial status and operating results. The price of related party transactions is determined according to the market price, and there is no damage to the interests of the company and all shareholders. The independent directors unanimously agreed on the matter and submitted it to the board of directors for deliberation.
2. Opinions of independent directors: the company confirms that the related party transactions with related parties are normal business behaviors in the production and operation of the company, the transactions between the two parties follow the principles of objectivity, fairness and fairness, and the transaction price is determined according to the market price, which does not harm the interests of the company and other non related party shareholders. When the board of directors deliberated on this related party transaction, the voting procedure was legal and effective, and complied with the provisions of relevant laws, regulations and the articles of association. In conclusion, the independent directors unanimously agreed to this matter.
7、 Opinions of the sponsor
The sponsor believes that the above-mentioned related party transactions exceeding the original expected amount in 2021 are due to the good development of Amoy pet business and the increase of transactions between the company and its subsidiaries according to the actual business needs, which is a normal and necessary commercial transaction and does not damage the interests of the company and minority shareholders. The third meeting of the fourteenth session of the independent board of directors approved the above-mentioned decision-making procedures and issued necessary opinions according to law. The recommendation institution has no objection to this matter.
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(there is no text on this page, which is the signature page of the verification opinions of Hongxin Securities Co., Ltd. on Yantai China Pet Foods Co.Ltd(002891) ratification of recurring connected transactions in 2021)
Sponsor representative:
Yang Feng, Yun Wei
Hongxin Securities Co., Ltd
