Securities code: 301217 securities abbreviation: Tongguan copper foil Announcement No.: 2022-008 Anhui Tongguan copper foil Group Co., Ltd
Announcement on the forecast of daily connected 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.
Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “the company”) held the 12th meeting of the first board of directors on February 14, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, which needs to be submitted to the general meeting of shareholders of the company for deliberation. Relevant matters are hereby announced as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
In order to adapt to the rapid development of the market and in combination with the company’s development strategy and actual production and operation needs in 2022, the company will continue to carry out transactions with the controlling shareholder Tongling Nonferrous Metals Group Co.Ltd(000630) (hereinafter referred to as ” Tongling Nonferrous Metals Group Co.Ltd(000630) “) and some of its holding subsidiaries and some enterprises Affiliated to Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd. (hereinafter referred to as “color holding”), involving the purchase of copper raw materials, steam, equipment, etc, Sales of waste foil and excess materials, and sales of lithium battery copper foil to the enterprise Gotion High-Tech Co.Ltd(002074) (hereinafter referred to as ” Gotion High-Tech Co.Ltd(002074) “) controlled by Li Chen, the director of the company.
According to the regulations on regulating related party transactions such as the Listing Rules of Shenzhen Stock Exchange gem, based on the actual amount of daily related party transactions from January to November 2021, the company makes a reasonable estimate of the total amount of similar daily related party transactions in 2022, and the total estimated amount is 3261.65 million yuan. The expected performance review procedures of the company’s daily connected transactions are as follows:
1. The company held the 12th meeting of the first board of directors on February 14, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022.
2. Ding Shiqi, Chen Sixin and Li Chen, the related directors, have already avoided voting when deliberating this proposal. This proposal has been approved in advance by independent directors and has expressed their agreed independent opinions.
3. This transaction still needs to be approved by the general meeting of shareholders, and the company’s affiliated shareholders Tongling Nonferrous Metals Group Co.Ltd(000630) and Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. will avoid voting.
(II) category and amount of daily connected transactions in 2022
Related party transaction related party transaction contract signing fee 1-11, 2021
Category related party content pricing principle amount or expected amount in golden month
Amount (10000 yuan) (10000 yuan)
The market price of Tongling Nonferrous Metals Group Co.Ltd(000630) cathode copper from related parties is 282750 249688.2
Subtotal of purchased raw materials 282750 249688.2
Anhui Tongguan Machinery Co., Ltd. market price of equipment, etc. 350 754.45
Purchase from related parties
Subtotal of equipment purchased
350 754.45
The market price of steam and water of Tongling Nonferrous Metals Group Co.Ltd(000630) metal group shares purchased from related parties is 560 489
Power plant of fuel and Power Co., Ltd
Subtotal 560 489
Tongling Nonferrous Metals Group Co.Ltd(000630) the market price of Copper Crown brass waste foil and overflow is 1610 1404.81
Bar Co., Ltd
Tongling Nonferrous Metals Group Co.Ltd(000630) market price of waste foil and overflow 900 91.11
The market price of Anhui Tongguan nonferrous metal (pool waste foil) sold to related parties is 885563.58
Products for sale, products of Shangzhou) Co., Ltd
Gotion High-Tech Co.Ltd(002074) lithium battery copper foil market price 30973 7222.22
And its subsidiaries
Subtotal 34368 9281.72
Tongling Nonferrous Metals Group Co.Ltd(000630) market price of copper crown, copper material and copper wire processing of shares 3985 3611.12
limited company
Tongling Nonferrous Metals Group Co.Ltd(000630) copper wire processing market price of wire rod Co., Ltd. 152 143.01
Accepting affiliated companies
Labor services provided Tongling Nonferrous Metals Group Co.Ltd(000630) Copper Crown project construction of metal group
Construction and installation Co., Ltd. technical service market price 4000 4504.22
Subtotal 8137 8258.35
Total 326165 268471.72
Note: as of the date of this announcement, the financial data of the company in 2021 is still under audit. In order to ensure the accuracy of the disclosed data, the above
The annual amount incurred adopts the data from January to November 2021 (Unaudited).
(III) actual occurrence of daily related party transactions in the previous year
Proportion (%) between the actual amount of related party transactions from January to November 2021 and the amount of related party transactions (the estimated amount accounts for 10000 yuan) (10000 yuan) of the difference between the estimated amount of similar businesses (%)
Tongling Nonferrous Metals Group Co.Ltd(000630) cathode copper 249688.2 290000 92.8 -13.90 purchase raw materials from related parties
Subtotal of materials 249688.2 290000 92.8 -13.90
Purchase equipment backup Co., Ltd. from the related person Anhui Tongguan Machinery Co., Ltd. 754.45 1000 36 -24.55
Subtotal 754.45 1000 36 -24.55
Tongling Nonferrous Metals Group Co.Ltd(000630) metal set
Purchase power plants from 489 800 2 – 38.88 people of steam and water of affiliated group Co., Ltd
Fuel
Subtotal 489 800 2 -38.88
Tongling Nonferrous Metals Group Co.Ltd(000630) copper waste foil and overflow
Crown brass bar Co., Ltd. 1404.81 1800 0.4 -21.96
Anhui Tongguan nonferrous gold
It belongs to (Chizhou) Co., Ltd. waste foil 563.58 625 0.2 -9.83 and is sold to related person liability companies
91.11 —
Gotion High-Tech Co.Ltd(002074) shares lithium battery copper
Limited company and its subsidiaries 7222.22 8000 2 -9.72
Subtotal 9281.72 10425 2.6 -10.97
Tongling Nonferrous Metals Group Co.Ltd(000630) copper wire processing 3611.12 4500 24 -19.75 accept the information provided by the associated crown copper material Co., Ltd
000630 {labor line}
Copper wire processing Co., Ltd. 143.01 200 1 -28.50
Tongling Nonferrous Metals Group Co.Ltd(000630) metal collection project construction
Group Copper Crown Building installation and technology 4504.22 not applicable 30-
Limited liability company services
Subtotal 8258.35 4700-
Total 268471.72 306925 —
The board of directors of the company shall timely adjust the actual situation of daily related party transactions according to the actual demand and changes of the market in the process of daily operation, and explain the overall procurement and sales strategy if there is a large difference between the situation and the expectation. Therefore, there is a certain difference between the estimated amount and the actual situation. The actual total amount from January to November 2021 does not exceed the expected total amount.
The company’s review procedures for the estimated amount of daily related party transactions in 2021 are legal and compliant. The daily related party transactions actually occurred from January to November 2021 are the transactions required by the company’s normal daily related party transactions actually conducted by the company’s independent directors, which are in line with the actual situation of the company and the market, laws and regulations If there is a big difference between the legal situation and the expectation, explain the provisions of the regulations; Related party transactions are fair, just and open, and the transaction price is fair, which does not affect the independence of the company, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Note: from January to November 2021, the related party transactions between the company and Tongling Nonferrous Metals Group Co.Ltd(000630) metal group Tongguan construction and installation Co., Ltd. were mainly the plant construction of raised investment projects. After the public bidding process and the deliberation and approval of the eighth meeting of the first board of directors, it was not expected at the beginning of the year.
2、 Introduction and relationship of related parties
(Ⅰ) Tongling Nonferrous Metals Group Co.Ltd(000630)
1. Basic information
(1) Enterprise type: other joint stock limited companies (listed)
(2) Registered address: Changjiang West Road, Tongling City, Anhui Province
(3) Legal representative: Yang Jun
(4) Registered capital: 10526533308 yuan
(5) Business scope: copper and iron mining and beneficiation, pyrite and gold mining and beneficiation (limited to Tongling Nonferrous Metals Group Co.Ltd(000630) Tianmashan gold mining company), compressed and liquefied gas production
