Stock Code: 603223 stock abbreviation: Hengtong Logistic Co.Ltd(603223) Announcement No.: 2022-009 Hengtong Logistic Co.Ltd(603223)
2022 annual related party transaction announcement
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The proposals related to the related party transactions in 2022 need to be submitted to the general meeting of shareholders of the company for deliberation.
Impact on Listed Companies:
(1) The related party transactions between Hengtong Logistic Co.Ltd(603223) (hereinafter referred to as “the company” or “listed company”) and its subsidiaries and Nanshan Group Co., Ltd. (hereinafter referred to as “Nanshan Group”) and its subsidiaries are required by the production and operation activities of both parties and belong to general commercial transactions. The transaction price meets the usual pricing standards in the market and fully reflects the fairness In line with the interests of the company and all shareholders.
(2) The related party transactions between the company and its subsidiaries and xinnanshan International Holding Co., Ltd. (hereinafter referred to as “xinnanshan international”) and its subsidiaries are required by the production and operation activities of both parties. They are general commercial transactions. The transaction price conforms to the customary pricing standards in the market, fully reflects the fairness and conforms to the interests of the company and all shareholders.
(3) The transaction between the company and Nanshan Group Finance Co., Ltd. (hereinafter referred to as “finance company”) can optimize the company’s capital settlement business process, strengthen capital management and control, accelerate capital turnover, reduce financial costs, improve capital use efficiency and maximize benefits. It is in the interests of the company and all shareholders to promote the common development of the business of both parties.
(4) The related party transactions between the company and its subsidiaries and Beihai Xin’ao Huaheng Logistics Co., Ltd. (hereinafter referred to as “Xin’ao Huaheng”) are required by the production and operation activities of both parties and belong to general commercial transactions. The transaction price conforms to the customary pricing standards in the market, fully reflects the fairness and conforms to the interests of the company and all shareholders.
(5) The related party transactions between the company and its subsidiaries and gerun Fude agriculture and animal husbandry technology Co., Ltd. (hereinafter referred to as “gerun Fude”) are required by the production and operation activities of both parties and belong to general commercial transactions. The transaction price conforms to the customary pricing standards in the market, fully reflects the fairness and conforms to the interests of the company and all shareholders.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberation and voting of the board of directors
At the 10th meeting of the 4th board of directors held on February 22, 2022, the company deliberated and approved the proposal on signing the “schedule of comprehensive service agreement in 2022” with Nanshan Group Co., Ltd. and predicting the amount of daily connected transactions in 2022 Proposal on the signing of comprehensive service agreement and attached table between the company and new Nanshan International Holdings Co., Ltd. and the expected daily connected transaction quota in 2022, proposal on the expected connected transaction between the company and Nanshan Group Finance Co., Ltd. in 2022, proposal on the expected connected transaction between the company and Beihai new aohuaheng Logistics Co., Ltd. in 2022 Proposal on the related party transactions between the company and gerun Fude agriculture and animal husbandry technology Co., Ltd. in 2022.
2. Prior opinions of independent directors on related party transactions
(1) The schedule of 2022 comprehensive service agreement signed by the company and Nanshan Group is a daily connected transaction. The content and pricing principle of the schedule of the comprehensive service agreement are in line with the local actual situation of the company, meet the requirements of fair price of connected transactions, and do not harm the interests of the company and its shareholders.
(2) According to the comprehensive service agreement and schedule signed by the company and new Nanshan international, the daily amount of connected transactions in 2022 is expected to be connected transactions. The content and pricing principle of the agreement are in line with the local actual situation of the company, meet the requirements of fair price of connected transactions, and there is no behavior damaging the interests of the company and its shareholders.
(3) The transactions expected to occur between the company and the finance company in 2022 are related party transactions. The pricing principle of this related party transaction is determined by the financial services agreement signed by both parties on December 18, 2020. The transaction content is reasonable, the transaction price is open, fair and fair, the decision-making procedure is legal and effective, and there is no damage to the interests of other shareholders of the company.
(4) The transactions expected to occur between the company and ENN Wah Heng are related party transactions. The related party transactions are mainly the purchase / sale of LNG related to the company’s daily operation, which is the normal business transactions with related parties in the process of production and operation of the company, which is conducive to ensuring the normal production and operation of the company and reducing costs. There is no behavior damaging the interests of the company and its shareholders.
(5) The transactions expected to occur between the company and grenford belong to related party transactions, which are mainly related to the company’s daily operation of purchasing products, providing logistics services and other businesses, as well as the normal business transactions with related parties in the process of production and operation, which is conducive to ensuring the normal production and operation of the company and reducing costs. There is no behavior damaging the interests of the company and its shareholders.
In conclusion, it is agreed to submit the above proposal to the board of directors for deliberation.
3. Opinions of independent directors
(1) According to the attached table of the 2022 comprehensive service agreement signed by the company and Nanshan Group, it is estimated that the daily connected transaction amount in 2022 belongs to connected transactions. The contents and pricing principles of the attached table have been reviewed by the board of directors, and the voting procedures are legal. The pricing of relevant service contents meets the local actual situation of the company and the requirements of fair price of connected transactions, There is no behavior damaging the interests of the company and its shareholders.
(2) According to the comprehensive service agreement and schedule signed by the company and xinnanshan international, the amount of daily connected transactions in 2022 is expected to be connected transactions. The contents and pricing principles of the schedule have been reviewed by the board of directors, and the voting procedures are legal. The pricing of relevant service contents meets the local actual situation of the company and the requirements of fair price of connected transactions, There is no behavior that damages the interests of the company and shareholders.
(3) The transactions expected to occur between the company and the finance company in 2022 belong to related party transactions. The pricing principle of this related party transaction is determined by the financial service agreement signed by both parties. The transaction content is reasonable, the decision-making procedure is legal and effective, and there is no act that damages the interests of the company and its shareholders.
(4) The related party transactions between the company and new Austrian Huaheng are mainly the purchase / sale of LNG related to the company’s daily operation, which is the normal business transactions with related parties in the process of production and operation of the company, which is conducive to ensuring the normal production and operation of the company and reducing costs. The content of related party transactions is reasonable, the decision-making procedures are legal and effective, and there is no behavior damaging the interests of the company and its shareholders.
(5) The related party transactions between the company and grenford are mainly related to the purchase of products and the provision of logistics services related to the company’s daily operation, as well as the normal business transactions with related parties during the company’s production and operation, which is conducive to ensuring the company’s normal production and operation and reducing costs. The content of related party transactions is reasonable, the decision-making procedures are legal and effective, and there is no behavior damaging the interests of the company and its shareholders.
In conclusion, it is agreed to submit the above proposal to the general meeting of shareholders for deliberation.
3. Written audit opinions of the audit committee of the company
The members of the audit committee of the board of directors of the company carefully reviewed the proposal on the signing of “schedule of comprehensive service agreement in 2022” between the company and Nanshan Group Co., Ltd. and the expected daily connected transaction quota in 2022, and the proposal on the signing of “comprehensive service agreement and schedule” between the company and xinnanshan International Holdings Co., Ltd. and the expected daily connected transaction quota in 2022 Relevant materials of the proposal on the related party transactions between the company and Nanshan Group Finance Co., Ltd. in 2022, the proposal on the related party transactions between the company and Beihai xinaohuaheng Logistics Co., Ltd. in 2022, and the proposal on the related party transactions between the company and gerun Fude agriculture and animal husbandry technology Co., Ltd. in 2022, And made a detailed investigation on the relevant situation and inquired about the relevant personnel of the company, which was approved by the consensus table
Resolved to approve the company to carry out the above related party transactions, and believed that the above proposal is conducive to the development and operation of the company, and there is no doubt
At the expense of the interests of the company and shareholders.
Agree to submit it to the board of directors and the general meeting of shareholders for review.
4. The above related party transaction proposal must be approved by the general meeting of shareholders of the company, and the controlling shareholder nanshanji of the company
The delegation and its concerted actors song Jianbo and Longkou Nanshan Investment Co., Ltd. will abstain from voting on the above proposal.
(II) prediction and implementation of the previous daily connected transactions
Actual daily related party transactions between the company and its subsidiaries and Nanshan Group and its subsidiaries in 2021
The amount incurred is about RMB 484 million, which does not exceed the expected daily connected transaction amount of RMB 500 million in 2021.
The average daily deposit balance of the company in the financial company in 2021 is no more than 159 million, and the loan occurs in the financial company
For the letter of guarantee business of 20 million yuan, the annual settlement amount is 8 billion yuan, which does not exceed the expected amount in 2021.
The actual amount of daily related party transactions between the company and its subsidiaries and ENN Huaheng in 2021 was about 97.49 yuan
Million yuan, less than the estimated daily connected transaction volume of 50 million yuan in 2021.
The actual amount of daily related party transactions between the company and its subsidiaries and grenford in 2021 is
The purchase is 3.5567 million yuan and the sales is 1.508 million yuan, which does not exceed the estimated daily related party transaction sales of 5 million yuan in 2021
Yuan and 6.5 million yuan for procurement.
Implementation of related party transactions of the company in 2021
Related party transactions related party related party transactions content 2021 year 2021 year actual price determination method type estimated amount generated amount (10000 yuan)
The purchase of comprehensive services of Nanshan Group Co., Ltd. (including entertainment, no more than 570.266 million market pricing, refueling, utilities, etc.) is RMB 100 million
Sales of liquid alkali, ordinary goods and natural gas of Nanshan Group Co., Ltd. 47711.22 market pricing
Purchase of Beihai New Austrian Huaheng logistics LNG and related services 50 million yuan 9749 market pricing Co., Ltd
Purchase gerun Fude agriculture and animal husbandry technology purchase Shenzhen Agricultural Products Group Co.Ltd(000061) and other 5 million yuan 355.67 market pricing Co., Ltd
Sales of gerun Fude agricultural and animal husbandry science and technology logistics and other related services are 6.5 million yuan and 1.580 yuan. Market pricing Co., Ltd
(III) estimated amount and category of daily connected transactions in 2022
1. Forecast of related party transactions with Nanshan Group
In 2022, according to the daily production and operation needs of the company, combined with the actual and Nanshan
According to the related party transactions of the group, the company expects that the related party transactions with Nanshan Group in 2022 will not exceed 800 million yuan.
On December 18, 2020, the company and Nanshan Group exchanged views on the relationship between daily production and mutual provision of services
Easy to sign the comprehensive service agreement, which stipulates that both parties shall determine the annual service content, price
It is agreed that Nanshan Group will provide meals, accommodation, meetings, services, gasoline, diesel, worsted, work clothes and other services to the company; At the same time, the company provides logistics and related sales services, LNG and other gas, hoisting and other services to Nanshan Group. The performing parties of this transaction are the company, its holding subsidiaries and Nanshan Group and its subordinate branches and subsidiaries.
2. Estimation of related party transactions with xinnanshan International
In 2022, according to the daily production and operation needs of the company, the company expects that the related party transactions with xinnanshan international in 2022 will not exceed 5 million yuan.
On February 22, 2022, the company signed the comprehensive service agreement and schedule with xinnanshan international on the related party transactions of providing services to each other for daily production, and agreed that both parties should determine the annual service content, price, quantity and settlement time in the form of schedule every year. It is agreed that xinnanshan international will provide the company with sporadic accessories, purified water, vegetable oil and other services; At the same time, the company provides transportation services to xinnanshan international. The performing parties of this transaction are the company, its holding subsidiaries and xinnanshan international and its subordinate branches and subsidiaries.
3. Estimation of related party transactions with financial companies
According to the daily production and operation needs of the company in 2022, it is estimated that the related party transactions with the finance company in 2022 are as follows:
The average daily balance of deposits in the financial company shall not be more than 1 million yuan
The loan in the finance company is no more than 180 million yuan
The settlement in the financial company shall not be more than 8000000 yuan
The acceptance and discount of bills handled in the finance company shall not be higher than 300 million yuan
The guarantee provided to the company by the finance company shall not be more than 180 million yuan
The company and the finance company signed the financial services agreement on December 18, 2020, which stipulates that the finance company shall provide relevant financial services to the company. Specifically, it includes: handling financial and financing consulting, credit assurance and related consulting and agency business for member units; Assist member units to realize the receipt and payment of transaction funds; Approved insurance agency business; Provide guarantee to member units; Handle entrusted loans and entrusted investment between member units; Handle bill acceptance and discount for member companies; Handle the internal transfer settlement between member units and the corresponding settlement and clearing scheme design; Absorbing deposits from member units; Handle loans and financial leases for member units; Consumer credit, buyer’s credit and financial leasing of products of member units; Underwriting corporate bonds of member units; Other businesses approved by the Industry Regulatory Commission.
4. Estimation of related party transactions with ENN Huaheng
Related party transaction clearance
