Securities code: 300261 securities abbreviation: Aba Chemicals Corporation(300261) Announcement No.: 2022-015 Aba Chemicals Corporation(300261)
Announcement on the forecast of daily related party transactions in 2022
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.
On February 10, 2022, the 25th meeting of the Fourth Board of directors and the 24th Meeting of the Fourth Board of supervisors of Aba Chemicals Corporation(300261) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. There are no related directors in the board of directors of the company who need to avoid voting. This related party transaction does not constitute a major asset restructuring specified in the administrative measures for major asset restructuring of listed companies. The independent directors issued their prior approval opinions and independent opinions. This connected transaction will be submitted to the first extraordinary general meeting of shareholders of the company in 2022 for deliberation.
1、 Forecast of daily related party transactions in 2022
In order to regulate the transactions between the company and its related parties and effectively safeguard the rights and interests of the company and its shareholders, the company, its subsidiaries and Xiangyang Yuchang Fine Chemical Co., Ltd. (hereinafter referred to as “Yuchang fine chemical”) in accordance with the principles of openness, fairness and impartiality Fuxin fulongbao Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “fulongbao”) reasonably predicted the related party transactions in 2022: the company and its subsidiaries purchased fine chemical intermediates from the related party Yuchang Jinghua, and the transaction amount is expected to not exceed RMB 40 million in 2022; Sell chemical raw materials to Yuchang Jinghua, and the transaction amount is expected to be no more than RMB 100 million in 2022; Yuchang Jinghua provides product processing services for the company. It is estimated that the amount of processing service fee will not exceed 80 million yuan in 2022. The company and its subsidiaries purchase fine chemical intermediates from the related party fulongbao, and the transaction amount is expected to not exceed RMB 200 million in 2022; Sell chemical raw materials to fulongbao, and the transaction amount is expected to be no more than 50 million yuan in 2022; Fulongbao provides product processing services for the company, and the processing service fee is expected to be no more than 50 million yuan in 2022. The daily related party transactions between the company and Yuchang Jinghua and fulongbao will be priced based on the relevant agreed prices and take the market price as the reference. The details are as follows:
Unit: 10000 yuan
Related party transaction category product related party estimated amount pricing method
40000 agreement or negotiated price for purchasing raw materials, fine chemical intermediates and Yuchang Jinghua
Sales of raw materials and chemical raw materials Yuchang Jinghua 10000 agreement or negotiated price
Processing service fee product processing service Yuchang Jinghua 8000 agreement or negotiated price
Purchase of raw materials and fine chemical intermediates fulongbao 20000 agreement or negotiated price
Sales of raw materials and chemical raw materials fulongbao 5000 agreement or negotiated price
Processing service fee product processing service fulongbao 5000 agreement or negotiated price
2、 Basic information and relationship of related parties
1. Yuhua Jingchang
Company name: Xiangyang Yuchang Fine Chemical Co., Ltd
Registered capital: RMB 6.097561 million
Legal representative: Yu Gangjian
Company type: limited liability company
Company address: No.7 Road, yujiahu Industrial Park, Xiangcheng District, Xiangyang City
Business scope: production, processing and sales of chemical products (excluding dangerous, monitoring, precursor chemicals and chemical reagents); Import and export of goods and technologies (excluding goods or Technologies Prohibited or restricted by the state).
Association with the company: the holding subsidiary of the company, Shanghai Xiaoyuan investment partnership (limited partnership) (hereinafter referred to as “Xiaoyuan investment”), invested 10 million yuan to take shares in Yuchang Jinghua in January 2020, holding 18% of the equity of Yuchang Jinghua. According to the investment agreement, one of the three directors of the board of directors of Yuchang Jinghua shall be nominated by the company. The resolution of the board of directors shall be valid only when two-thirds of all directors vote for it and include the votes of the directors nominated by the company. Therefore, the company can have a significant impact on the production and operation of Yuchang Jinghua, and the company has an associated relationship with Yuchang Jinghua.
Performance capability analysis: Yuchang Jinghua is in normal operation and has good performance capability and good business integrity.
2. Fu Longbao
Company name: Fuxin fulongbao Pharmaceutical Technology Co., Ltd
Registered capital: 50 million yuan
Legal representative: Dong Xiaoming
Company type: limited liability company
Company domicile: yimotu village, yimotu Town, Fumeng County, Fuxin City, Liaoning Province
Business scope: production and sales of pharmaceutical intermediates (excluding hazardous chemicals). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments.)
Relationship with the company: Xiaoyuan investment, the holding subsidiary of the company, invested 10 million yuan in fulongbao in March 2020 and held 20% equity of fulongbao. Therefore, the company can exert a significant impact on the production and operation of fulongbao, and the company forms a relationship with fulongbao.
Performance capability analysis: fulongbao operates normally and has good performance capability and good business integrity. 3、 Main contents of related party transactions
1. Pricing policy and basis
When the company and its subsidiaries have the above related party transactions with Yuchang Jinghua and fulongbao in daily operation, the company will determine the transaction price with related parties in strict accordance with the principle of fair price, and the pricing will be determined with reference to the market-oriented price level, industry practices and third-party pricing. The above daily pricing of related party transactions does not harm the interests of the company and shareholders, especially minority shareholders.
2. Related party transaction agreement
Within the scope of the above expected daily connected transactions, the board of directors is requested to authorize the company’s operation and management to sign relevant agreements according to the needs of the normal development of the company’s business.
4、 Purpose and impact of related party transactions on the company
The above transactions between the company and Yuchang Jinghua and fulongbao in 2022 are based on the normal needs of the company’s business development and production and operation. Based on their respective advantages, the company and related persons give full play to the business synergy of both parties. The above daily related transactions will strictly follow the principle of market fairness and will not damage the interests of the company and its minority shareholders, It will not affect the company’s sustainable operation ability, independence, future financial status and operating results.
5、 Opinions of the board of directors
In order to standardize the transactions between the company and related parties and effectively safeguard the rights and interests of the company and shareholders, the company has reasonably predicted the related party transactions between the company and its subsidiaries and Xiangyang Yuchang Fine Chemical Co., Ltd. and Fuxin fulongbao Pharmaceutical Technology Co., Ltd. in 2022 in accordance with the principles of openness, fairness and impartiality. The daily related party transactions between the company and the company are based on the market principles of equality and mutual benefit, compensation for equal value, fairness and fairness, and the rights and obligations of both parties are determined at fair and reasonable prices and trading conditions, without any behavior damaging the interests of the company and all shareholders. Agree to the company’s daily related party transactions in 2022.
6、 Opinions of the board of supervisors
After review, the company’s daily related party transactions in 2022 are expected to meet the normal production and operation needs of the company and its subsidiaries. The pricing of such related party transactions follows the principle of market fairness, and the deliberation and decision-making procedures of related party transactions comply with the provisions of relevant laws, regulations, normative documents and the articles of association, without damaging the interests of the company and shareholders. Therefore, we agree to the company’s daily related party transactions in 2022.
7、 Opinions of independent directors
(I) prior approval
According to the Shenzhen Stock Exchange GEM Listing Rules and the articles of association and other relevant provisions, we have made a pre deliberation on the expected situation of the company’s daily connected transactions. We believe that the company, its subsidiaries and Xiangyang Yuchang Fine Chemical Co., Ltd The amount of daily related party transactions and product processing service fees between Fuxin fulongbao Pharmaceutical Technology Co., Ltd. in 2022 shall be reasonably predicted. The transaction pricing shall refer to the market principle and determined by both parties through friendly negotiation. There is no situation that damages the interests of shareholders, especially small and medium-sized investors and the company. Therefore, it is agreed to submit the above matters to the 25th meeting of the Fourth Board of directors for deliberation.
(II) independent opinions
According to the audit, the estimated amount of the company’s daily connected transactions in 2022 is based on the normal business operation of the company and meets the actual business needs of the company. The connected transactions follow the principles of objectivity, impartiality and fairness, do not damage the legitimate interests of the company and shareholders, especially the legitimate interests of minority shareholders, and comply with the provisions of relevant laws and regulations. Therefore, we agree to the company’s daily related party transactions in 2022.
8、 Documents for future reference 1. Resolutions of the 25th meeting of the Fourth Board of directors; 2. Independent opinions of independent directors on relevant matters; 3. Prior approval opinions of independent directors on relevant matters; 4. Resolution of the 24th Meeting of the 4th board of supervisors. It is hereby announced.
Aba Chemicals Corporation(300261) board of directors
February 12, 2002
