Securities code: Inner Mongolia Dazhong Mining Co.Ltd(001203) securities abbreviation: Inner Mongolia Dazhong Mining Co.Ltd(001203) Announcement No.: 2022025 Inner Mongolia Dazhong Mining Co.Ltd(001203)
Announcement on the estimated amount 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.
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
On March 3, 2022, Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as “the company”) held the 10th meeting of the 5th board of directors. Five directors should attend the meeting and five actually attended the meeting to review the proposal on the estimated amount of daily connected transactions in 2022. Because the connected directors Niu Guofeng, Lin Lairong and Liang Baodong avoided voting on the proposal, The number of unrelated directors attending the board of directors is less than three, so the proposal is directly submitted to the general meeting of shareholders for deliberation. At that time, the related shareholders need to avoid voting. The independent directors of the company conducted prior review on the related party transactions and issued independent opinions approved and agreed in advance.
According to the needs of business development, production and operation, the total amount of daily related party transactions between the company and Inner Mongolia Jinhui rare ore Co., Ltd. (hereinafter referred to as “Jinhui rare ore”) is expected to be no more than 84 million yuan in 2022, accounting for 1.68% of the company’s latest audited net assets attributable to the shareholders of the listed company. In 2021, the actual total amount of similar transactions between the company and the related party was 678671 million yuan.
Jinhui thin ore is a subsidiary of Zhongxing Group Co., Ltd. (hereinafter referred to as “Zhongxing group”), the controlling shareholder of the company. The company and Jinhui thin ore belong to an enterprise controlled by the same controlling shareholder. Niu Guofeng, chairman of the company, and Liang Baodong, director of the company, served as directors of Zhongxing group, and Lin Lairong, director of the company, served as directors of Zhongxing group and Jinhui rare mine. Jinhui rare ore is an affiliated legal person of the company. Since the affiliated directors Niu Guofeng, Liang Baodong and Lin Lairong avoided voting on the matter at the 10th meeting of the 5th board of directors, and the number of unrelated directors attending the board of directors is less than three, this affiliated transaction needs to be submitted to the general meeting of shareholders for deliberation. At that time, the affiliated shareholders Zhongxing Group Co., Ltd., Niu Guofeng, Liang Baodong, Lin Lairong, Liang Xinyu, Liang Baoguo An Sumei and Gao Wenrui need to avoid voting. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2. Estimated category and amount of daily related party transactions
(1) In 2022, it is expected that the related party transaction of purchasing commodities and raw materials from the related party Jinhui rare ore will occur, and it is expected that
The total amount of connected transactions shall not exceed 80 million yuan, mainly including the following contents:
Estimated amount of related party transactions (10000 yuan) amount incurred in the previous year as of the disclosure date
Related party transaction category related party related party transaction content pricing principle amount incurred (10000 yuan)
(10000 yuan)
Agreement price of roasted iron powder and steam 80001676 339020
Purchase raw materials such as Jinhui rare ore from related parties
Agreement price of raw material bentonite and gelling agent — 322889
etc.
Total 80001676 661909
(2) In 2022, Jinhui rare earth mine provided power lines for the bentonite workshop of the company, which were used according to their respective requirements
After the amount of electricity is shared, Jinhui thin mine will collect and pay the electricity without earning the price difference. In 2022, Jinhui rare ore is expected to be
The electricity charges collected and paid by the company shall not exceed 4 million yuan.
3. Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
Proportion of actual amount of related party transactions in the amount of related party transactions of the same kind of actual amount disclosure date and category related parties business proportion and index of estimated amount (%)
Roasted iron powder, steam, etc. 339020 43.06
Jinhui rare ore raw materials 10000 -33.81
To related parties: bentonite, gelling agent, etc. 322889 25.43
Purchase of raw materials Bayannur gold
Material peak Chemical Co., Ltd. montmorillonite and limestone 1103691 Ningbo Shuanglin Auto Parts Co.Ltd(300100) % – 15.10
Ren company
Subtotal 77227811300 — 31.66
To the related person Bayannur City gold
Purchase of fuel peak Chemical Co., Ltd. coal 124.581000 1.66 -87.54
Ren company none
And power subtotal 124.581000 — 87.54
Inner Mongolia Baotou Iron and Steel Co., Ltd
Yuantie Co., Ltd. iron concentrate powder 4122454300 1.87% – 4.13
To affiliated companies
Sales products, Alxa Left Banner and
Commodity Tongchi Salt Industry Co., Ltd. materials 4.60 – 18.25-
liability company
Subtotal 4127054300 —
To the related person, Inner Mongolia Baotou Steel also treated 14.64 – 100% of desulfurization gypsum-
Provision of labor services yuantie Co., Ltd
company
Subtotal 14.64 —
The board of directors of the company has a large difference between the actual amount and the expected amount of some daily related transactions of the daily related companies in 2021. The difference between the actual amount and the expected amount of transactions is because the expected amount of daily related transactions of the company is the explanation amount of the maximum amount of possible business between the two parties, The actual amount is determined according to the actual contract amount signed by both parties and the implementation progress, with great uncertainty (if applicable).
The independent directors of the company determine the daily related party transactions of the company in 2021 according to the actual contract amount and execution progress signed by both parties. The daily related party transactions in 2021 are expected to be the upper limit amount of the possible business of both parties in 2021, which has great difference and great uncertainty. The actual transactions between the company and related parties are priced according to the market principle (if applicable), fair and reasonable, without harming the interests of the company and minority shareholders, which is conducive to the sustainable and steady development of the company.
Bayannur Electric Power Bureau to the company and its related parties Bayannur Jinfeng Chemical Co., Ltd., Inner Mongolia
Jinding New Material Co., Ltd. and Jinhui rare ore jointly provide power supply lines and share the power according to their respective consumption
After the payment, the company will collect and pay the fees, and the company will only collect and pay on behalf of the company without earning the price difference. January December 2021, this year
The amount of electricity charges collected and paid by the company for related parties is 28977024 yuan, 0 yuan and 167627691 yuan respectively. 2、 Related person introduction and relationship
1. Basic information of Inner Mongolia Jinhui rare ore Co., Ltd
Company name: Inner Mongolia Jinhui rare ore Co., Ltd
Registered address: wulatqian banner Industrial Park, Bayannur City, Inner Mongolia Autonomous Region
Registered capital: 100 million yuan
Legal representative: Han Wenhua
Date of establishment: July 11, 2007
Main business: lead-zinc mining, processing and sales, sulfuric acid production and sales, non-metallic mineral products
Production, sales, etc.
As of December 31, 2021, the total assets of Jinhui thin mine are 11612197 million yuan, and the net assets are
-177629300 yuan. From January to December of 2021, Jinhui rare earth mine realized an operating revenue of 1336377 million yuan, with a net profit of
The profit is 851136 million yuan. (this financial data has not been audited)
2. Relationship with the company
Jinhui thin ore is a subsidiary of Zhongxing group, the controlling shareholder of the company. The company and Jinhui thin ore belong to the same holding shares
East controlled enterprises. Niu Guofeng, chairman of the company, and Liang Baodong, director of the company, served as directors of Zhongxing group
Lin Lairong served as a director of Zhongxing group and Jinhui rare mine. Jinhui rare ore is related to the company.
3. Performance capability analysis
Jinhui rare earth mine has been engaged in the production and sales of non-metallic mineral products for many years, with good operation and good performance ability. Based on the normal business needs, the company will continue to pay attention to its performance ability and avoid the risk of default. Upon inquiry, Jinhui rare ore does not belong to the dishonest executee. 3、 Main contents of related party transactions
1. Pricing policy and basis of transaction
The company expects to purchase roasted iron powder and other raw materials from Jinhui rare ore. The Pricing of the related party transaction contract will follow the principle of fairness and rationality, based on the market fair price, and in principle, it will not deviate from the price or charging standard of an independent third party. Neither party shall use the related party transaction to harm the interests of the other party.
2. Agreement signing
Within the scope of daily related party transactions approved by the board of directors and the general meeting of shareholders, the company signed specific related party transaction contracts with Jinhui rare ore.
4、 The purpose of transaction and the impact of transaction on Listed Companies
The company’s purchase of raw materials and commodities from Jinhui thin ore can effectively reduce the company’s production cost. At the same time, it can take advantage of the advantages of being in the same place to speed up the market response speed and improve the product quality and service quality. The purchase behavior is based on business needs and belongs to normal commercial transactions. This day-to-day related party transaction belongs to normal production and operation transactions and will not affect the independence of the company. The main business of the company will not rely on related parties and will not affect the independence of the company. There is no behavior damaging the interests of the company and shareholders.
5、 Prior approval opinions and independent opinions of independent directors
As an independent director of the company, we express the following prior approval opinions on the expected related party transactions between the company and Jinhui thin mine in 2022: the expected related party transactions between the company and related parties are based on business needs, belong to normal commercial transactions, meet the production and operation planning and development needs of the company, and are necessary; The transaction price is determined according to the market price and the price is fair; Related parties enjoy their rights and perform their obligations in accordance with the contract; The necessary internal decision-making procedures for related party transactions did not violate the principles of openness, fairness and impartiality. The related party transaction does not harm the interests of the company and minority shareholders, and will not affect the independence of the company. We agree to submit this connected transaction to the 10th meeting of the 5th board of directors of the company for deliberation.
Independent directors express independent opinions on related party transactions as follows: related party transactions between the company and related parties
