Stock Code: 603223 stock abbreviation: Hengtong Logistic Co.Ltd(603223) Announcement No.: 2022-010 Hengtong Logistic Co.Ltd(603223)
Announcement of resolutions of the 10th meeting of the 4th board of directors
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.
The 10th meeting of the 4th board of directors of Hengtong Logistic Co.Ltd(603223) (hereinafter referred to as "the company") was held at 9:00 on February 22, 2022 by combining on-site and communication. The company informed all participants in the meeting in writing, email and fax on February 12. The meeting was attended by 8 directors, including 3 independent directors, supervisors and senior managers. The meeting was held in accordance with the relevant provisions of the company law and the articles of association, and the resolutions of the meeting were legal and valid. The board of directors was presided over by Chairman Li Hongbo. The directors attending the meeting deliberated on various proposals and voted and passed the following proposals:
1、 The proposal on the "2022 annual comprehensive service limit" of Nanshan Group Co., Ltd. was reviewed and approved
The company and Nanshan Group Co., Ltd. (hereinafter referred to as "Nanshan Group") signed the comprehensive service agreement (hereinafter referred to as the "agreement") on December 18, 2020. The agreement stipulates that the service content shall be determined by both parties through negotiation in the form of schedule every year. The service price shall be determined according to the national policies and market conditions at the time of providing services. If there is national pricing or implementation of national regulations, According to national pricing or implementation of national regulations; If there is no national pricing, the market price shall be implemented; If there is no market price, the price shall be determined through negotiation. The agreement is valid for ten years.
After deliberation by the board of directors of the company, the "2022 annual comprehensive service agreement schedule" (hereinafter referred to as the "agreement schedule") signed by the company and Nanshan Group was adopted. The agreement schedule agreed as follows:
Service item service content service price quantity settlement time
Services provided by Nanshan Group Co., Ltd. to Hengtong Logistic Co.Ltd(603223)
1. Accommodation, meeting, dining, accommodation, meeting
Actual price actual amount monthly service charge and other service charges
Petrochina Company Limited(601857) Chemical Co., Ltd
2. Actual amount of gasoline, diesel vehicle and Engineering Vehicle Oil Co., Ltd. in Yantai, Shandong Province
Price
3. Worsted fabrics, workers
The actual amount of the market price of clothing and other services per month
Such as garden, medical treatment, zero
4. Other star accessories, construction and installation, local market price, actual amount per month, etc
Hengtong Logistic Co.Ltd(603223) services provided to Nanshan Group Co., Ltd
1. Provide logistics and
Timely and sufficient market price, actual usage and monthly relevant sales services
2. LNG and other gases are timely and sufficient at the market price, and the actual usage is monthly
3. Market prices of other hoisting services and actual usage per month
According to the daily production and operation needs of the company in 2022 and the actual related party transactions with Nanshan Group in 2021, the company expects that the related party transactions with Nanshan Group in 2022 will not exceed 800 million yuan.
In response to the proposal, the independent directors of the company issued the following prior approval opinions:
The attached table of the 2022 comprehensive service agreement signed by the company and Nanshan Group is a daily connected transaction. The contents and pricing principles of the attached table 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. It is agreed to submit it to the board of directors for deliberation.
In response to the proposal, the independent directors of the company expressed the following independent opinions:
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. Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Disclosed announcement on Hengtong Logistic Co.Ltd(603223) 2022 annual connected transactions (Announcement No.: 2022-009)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
2、 The proposal on signing the comprehensive service agreement and schedule with xinnanshan International Holdings Co., Ltd. and predicting the daily connected transaction quota in 2022 was reviewed and approved
On February 22, 2022, the company signed the comprehensive service agreement and schedule with xinnanshan International Holdings Co., Ltd. (hereinafter referred to as "xinnanshan international") on the related party transactions in which both parties provide 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. The agreement is valid for ten years.
According to the needs of daily production and operation in 2022, the company expects that the related party transactions with xinnanshan international in 2022 will not exceed 5 million yuan.
The attached table of the comprehensive service agreement signed between the company and xinnanshan International:
Service item service content service price quantity settlement time
Services provided by new Nanshan International Holdings Limited to Hengtong Logistic Co.Ltd(603223)
Sporadic accessories timely and sufficient market price actual supply per month
Other purified water, vegetable oil and other market prices, actual supply per month
Hengtong Logistic Co.Ltd(603223) services provided to xinnanshan International Holdings Limited
Transportation usage market price actual amount per month
Actual amount of market price of other lifting and hoisting per month
In response to the proposal, the independent directors of the company issued the following prior approval opinions:
The comprehensive service agreement and schedule signed by the company and xinnanshan international are related party transactions that occur on a daily basis. The contents and pricing principles of the agreement are in line with the local actual situation of the company, meet the requirements of fair price of related party transactions, and there is no behavior damaging the interests of the company and its shareholders.
Agree to submit it to the board of directors for deliberation.
In response to the proposal, the independent directors of the company expressed the following independent opinions:
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 agreement 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. Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Disclosed announcement on Hengtong Logistic Co.Ltd(603223) 2022 annual connected transactions (Announcement No.: 2022-009)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
3、 The proposal on the related party transactions between the company and Nanshan Group Finance Co., Ltd. in 2022 was reviewed and approved
According to the needs of daily production and operation in 2022, the company expects the related party transactions with Nanshan Group Finance Co., Ltd. (hereinafter referred to as "finance company") in 2022 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
In response to the proposal, the independent directors of the company issued the following prior approval opinions:
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. Agree to submit it to the board of directors for deliberation.
In response to the proposal, the independent directors of the company expressed the following independent opinions:
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. Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 23, 2022 Disclosed announcement on Hengtong Logistic Co.Ltd(603223) 2022 annual connected transactions (Announcement No.: 2022-009)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
4、 Deliberated and approved the "expected 2022 related party transactions between the company and Beihai Xin'ao Huaheng Logistics Co., Ltd
Proposal on easy conditions
The company expects to close with Beihai New Austrian Huaheng Logistics Co., Ltd. (hereinafter referred to as "New Austrian Huaheng") in 2022
The details of the joint transaction are as follows:
Related party transactions in 2022
Related party related party transaction content price determination method type transaction amount (10000 yuan)
Purchase and sale of LNG and related services of Beihai xinaohuaheng Logistics Co., Ltd. 1000 market pricing
In response to the proposal, the independent directors of the company issued the following prior approval opinions:
The transactions expected to occur between the company and ENN Huaheng belong to related party transactions, which are mainly the daily transactions of the company
The purchase / sale of LNG related to operation is the normal business with related parties in the process of production and operation of the company
To ensure the normal production and operation of the company and reduce costs. There is no damage to the interests of the company and its shareholders
Beneficial behavior. Agree to submit it to the board of directors for deliberation.
In response to the proposal, the independent directors of the company expressed the following independent opinions:
The related party transactions between the company and ENN Huaheng are mainly the purchase / sale of LNG related to the company's daily operation
The company's normal business dealings with related parties in the process of production and operation are conducive to ensuring the normal production and operation of the company
Operation and cost reduction. The content of related party transactions is reasonable, the decision-making procedures are legal and effective, and there is no damage to the company and the company
Acts in the interests of shareholders. Agree to submit the proposal to the general meeting of shareholders for deliberation.
For details, please refer to the website of Shanghai Stock Exchange on February 23, 2022
（www.sse.com.cn.） Disclosure of Hengtong Logistic Co.Ltd(603223) 2022 annual announcement on connected transactions
(Announcement No.: 2022-009)
Voting results: 8 in favor, 0 against and 0 abstention.
This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation.
5、 Reviewed and approved the "expected relationship between the company and gerun Fude agriculture and animal husbandry technology Co., Ltd. in 2022"
