Securities code: 688021 securities abbreviation: Aofu Environmental Technology Co.Ltd(688021) Announcement No.: 2022-013 Aofu Environmental Technology Co.Ltd(688021)
Announcement on the expected daily related party transactions of the company in 2022
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily related party transactions on Listed Companies: Aofu Environmental Technology Co.Ltd(688021) (hereinafter referred to as "the company") the daily related party transactions expected to occur in 2022 are necessary for the company's normal production and operation. The pricing is fair and the settlement time and method are reasonable, without damaging the interests of the company and minority shareholders. The cooperative related parties selected by the company have good business reputation and financial status, which can reduce the operation risk of the company and is conducive to the continuous development of the company's normal business. The main business of the company will not form dependence on related parties and will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On February 24, 2022, the company held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors, deliberated and adopted the proposal on the estimation of the company's connected transactions in 2022. The estimated amount of this daily connected transaction is 6.3 million yuan, and the connected directors pan Jiqing, Yu inventing and Wang Jianzhong avoided voting, Other non affiliated directors unanimously agreed to the proposal.
The board of directors of the company obtained the prior approval of the independent directors before deliberating the proposal, and the independent directors agreed to submit the proposal to the board of directors of the company for deliberation. The independent directors believe that the company's plan for daily connected transactions in 2022 meets the needs of the company's daily business development and belongs to normal commercial transactions. The pricing basis of the above daily related party transaction plan is fair and reasonable, and follows the principle of fair market transaction. There is no situation that damages the interests of the company and its shareholders, especially small and medium-sized shareholders. Such related party transactions will not adversely affect the independence of the company, and the company's main business will not rely on related parties for such transactions. Therefore, we agree to the matters related to the estimated amount of daily connected transactions of the company in 2022 and agree to submit the proposal to the board of directors of the company for deliberation. The related party transactions are required by the company's daily production and operation. They are priced according to the market price, in line with the principle of "fairness, impartiality and fairness", in line with relevant laws and regulations, the articles of association, the Aofu Environmental Technology Co.Ltd(688021) related party transaction management system and other relevant provisions, and in line with the interests of the company and all shareholders. The related parties have followed the principle of fair and standardized treatment, and there is no behavior damaging the interests of minority shareholders of the company.
The audit committee of the board of directors of the company issued the following written opinions on the proposal: Pan Jiqing, a related director, avoided voting, and the non related directors agreed that the company's daily related party transaction plan in 2022 is required for the company's daily operation and development, and the related party transactions follow the principles of fair and just market, with fair and reasonable pricing, The decision-making authority and decision-making procedures of related party transactions comply with relevant laws and regulations, the articles of association and the Aofu Environmental Technology Co.Ltd(688021) related party transaction management system, and there is no situation that damages the interests of shareholders of the company, especially small and medium-sized shareholders. Such related party transactions will not adversely affect the independence of the company, and the company's main business will not rely on related parties for such transactions. It is agreed to submit this proposal to the board of directors for deliberation.
This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions in 2022
The company and its subsidiaries are expected to have related party transactions related to daily operation with Shanghai Yunbai International Logistics Co., Ltd. (hereinafter referred to as "Shanghai Yunbai") and Tianjin Chuang thermal conductive materials Co., Ltd. (hereinafter referred to as "Tianjin Chuang Dao") in 2022, with a total amount of no more than 6.3 million yuan. The details are as follows:
Unit: 10000 yuan currency: RMB
At the beginning of this year
Accounting for the actual estimated amount of the same category in the previous year to the disclosure date. The reason for the large difference between the current pre business ratio of the related party and the business ratio of the related person and the actual transaction category amount of the previous year (%) and the cumulative issued amount (%) is the reason for the transaction
amount of money
To Tianjin chuangdiao 80.00 0 19.13 14.96 not applicable
Subtotal of purchase 80.00 0 19.13
raw material
The company expects that the growth of customs acceptance business this year is more than 550.00 44.00 254.68 71.77 compared with lianrenti Shanghai Yunbai. According to the labor needs provided by the business, It is expected that the related party transactions of the development department will also increase
Subtotal 550.00 0 254.68
Total 630.00 44.00 273.81
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan currency: RMB
Reasons for the large difference between the actual amount and the amount in 2021
Purchase of Tianjin chuangdao 25.00 19.13 from related parties is not applicable
Subtotal of raw materials 25.00 19.13
Accept the mention of Shanghai Yunbai 220.00 254.68 from related parties, not applicable
Subtotal of labor services provided 220.00 254.68
Total 245.00 273.81
2、 Basic information and relationship of related parties
(I) basic information of related parties.
1. Shanghai Yunbai International Logistics Co., Ltd
① Basic information of related parties enterprise name Shanghai Yunbai International Logistics Co., Ltd. enterprise type limited liability company (invested or controlled by natural person) legal representative Yu Bo
The registered capital is 8 million yuan
Date of establishment: March 22, 2017
Registered address: I2, 4th floor, building 2, No. 115, futexi 1st Road, China (Shanghai) pilot Free Trade Zone
Business scope: international cargo transportation agency business by sea, land and air, Chinese cargo transportation agency, road cargo transportation, warehousing services (except dangerous goods), loading and unloading services, packaging services, NVOCC business, etc.
Hubei Sanhuan International Co., Ltd. (holding 30%), Dalian innovative parts manufacturing Co., Ltd. (holding 24%), Tianrun crankshaft Co., Ltd. (holding 17%), Yangzhou Dongsheng Auto Parts Co., Ltd. (holding 7%), and Zhejiang Yinlun Machinery Co.Ltd(002126) (holding 6%) Shandong Aofu Environmental Technology Co.Ltd(688021) Technology Co., Ltd. (holding 5%), qingte Group Co., Ltd. (holding 5%)
② Main financial data of the latest fiscal year
Main financial indicators in 2021 (10000 yuan)
Total assets: 1486.34
Net assets 860.14
Operating income 7261.90
Net profit 26.68
2. Tianjin Chuang thermal conductive material Co., Ltd
① Basic information of related parties enterprise name Tianjin Chuang thermal conductive materials Co., Ltd. enterprise type Co., Ltd. legal representative Zhang Weiguo
Registered capital: 90 million yuan
Date of establishment: November 26, 2015
Registered address: No. 39, Baozhong Road, Baodi energy conservation and environmental protection industrial zone, Tianjin
Business scope: manufacturing of industrial ceramics and refractories; Technical development, consultation and transfer of industrial ceramics and refractories; Sales of building materials (except sand and stone), hardware and electrical equipment, electromechanical equipment and electronic products; Import and export of goods and technology and their agency.
The shareholding of 5% is Yu invent (35.9%), Guo Haizhu (17.05%), Yu Zhaobo (10%), Guo Zhengshang's shareholder Mou (9%), Zhang Weiguo (6%), Wang Chongfu (5%) and Wang Jianzhong (5%)
② Main financial data of the latest fiscal year
Main financial indicators in 2021 (10000 yuan)
Total assets 16269.60
Net assets 8267.60
Operating income 13787.18
Net profit 1648.69
(II) relationship with listed companies
1. Shanghai Yunbai International Logistics Co., Ltd
Joint stock enterprises of the company. The company shares 5%; Mr. Pan Jiqing, chairman of the company, serves as the director of Shanghai Yunbai.
2. Tianjin Chuang thermal conductive material Co., Ltd
An enterprise controlled by the actual controller of the company. The actual controllers of the company, Mr. Yu inventor and Mr. Wang Jianzhong, hold 35.9% and 5% shares of Tianjin chuangdao respectively. At the same time, Mr. Wang Jianzhong served as the general manager of Tianjin chuangdao. (III) performance capability analysis
The above related parties exist in accordance with the law and operate normally. The previous similar related party transactions were well executed and have good performance and payment capacity. The company will sign contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The expected daily related party transactions of the company are mainly to purchase raw materials and services from related parties, which are necessary for the company to carry out daily business activities. All transactions will sign a written agreement with the corresponding transaction parties, and the transaction price will be determined by both parties through negotiation based on the market price according to the principles of fairness, openness and impartiality.
(II) signing of related party transaction agreement
The company and the above related parties will sign specific relevant contracts or agreements according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily related party transactions between the company and the above related parties are to meet the needs of the company's business development and production and operation, and are carried out on a fair basis
