Securities code: 002891 securities abbreviation: Yantai China Pet Foods Co.Ltd(002891) Announcement No.: 2022-007
Yantai China Pet Foods Co.Ltd(002891)
Announcement on ratification of recurring related party transactions of the company and its subsidiaries in 2021
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.
Important content tips:
This ratification of recurring related party transactions does not need to be submitted to the general meeting of shareholders for deliberation.
The main reason for the ratification of regular related party transactions is that the business development of aitao pet daily necessities (Cambodia) Co., Ltd. (hereinafter referred to as "aitao pet") is good. The ratification of regular related party transactions will not have an adverse impact on the company's continuous operation, lead to the company's dependence on related parties and affect the independence of the listed company.
1、 Overview of excess of related party transactions
On January 29, 2021, the fifth meeting of the third board of directors of Yantai China Pet Foods Co.Ltd(002891) (hereinafter referred to as "the company") deliberated and adopted the proposal on predicting the daily related party transactions of the company and its subsidiaries in 2021, and agreed that the company and its subsidiaries expected to have regular related party transactions such as the purchase and sale of products with Amoy pet, an affiliated enterprise of the company, in 2021, It is estimated that the amount of goods sold will not exceed 140 million yuan and the amount of goods purchased will not exceed 180 million yuan. The proposal has been deliberated and adopted at the second extraordinary general meeting of shareholders in 2021. For details, please refer to the information disclosure media designated by the company, such as 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).
On February 10, 2022, the company held the 14th meeting of the third board of directors. At the meeting, the proposal on Ratifying the regular related party transactions of the company and its subsidiaries in 2021 was considered and adopted by 8 votes in favor, 1 vote in avoidance (Mr. Jiang Yishan, a related director, avoided voting), 0 votes against and no abstention. Due to the good development of Amoy pet business, the company and its subsidiaries actually have regular related party transactions with Amoy pet, which exceed the annual estimated amount. The company plans to increase the regular related party transactions with Amoy pet. It is estimated that the amount of regular related party transactions such as purchasing products with Amoy pet in 2021 will not exceed 21 million yuan (including issued)
Securities code: 002891 securities abbreviation: Yantai China Pet Foods Co.Ltd(002891) Announcement No.: 2022-007
Therefore, the amount of regular related party transactions with Amoy pet for purchasing products shall not exceed 30 million yuan.
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 transaction is not for the company
Securities code: 002891 securities abbreviation: Yantai China Pet Foods Co.Ltd(002891) Announcement No.: 2022-007
Assets and profits and losses have a significant impact, and there is no situation that damages 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、 The expected amount and category of daily related party transactions are confirmed and increased this time
Unit: 10000 yuan
From 2021 to December 2021, the expected new year
Name of related party transaction content estimated amount actual amount of daily related party transactions on December 31
Joint transaction amount
Amoy pet purchase goods 18000.00 20149.22 3000.00
Note: the above data has not been audited.
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.
Securities code: 002891 securities abbreviation: Yantai China Pet Foods Co.Ltd(002891) Announcement No.: 2022-007
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 opinions of independent directors: after careful consideration of the proposal on ratification of recurring related party transactions of the company and its subsidiaries in 2021, we 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. We 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, we agree on 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.
8、 Documents for future reference
1. Resolution of the 14th meeting of the 3rd board of directors.
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced.
Yantai China Pet Foods Co.Ltd(002891) board of directors
February 11, 2022
