Securities code: Shandong Yabo Technology Co.Ltd(002323) securities abbreviation: ST Yabo Announcement No.: 2022019 Shandong Yabo Technology Co.Ltd(002323)
Supplementary confirmation of daily connected transactions in 2021
And the announcement of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Shandong Yabo Technology Co.Ltd(002323) (hereinafter referred to as “the company”) approved at the 15th meeting of the 5th board of directors that the company and its subsidiaries have necessary daily related party transactions with Huangshan Puman Supply Chain Management Co., Ltd. (hereinafter referred to as “Puman supply chain”) controlled by the person acting in concert with Lhasa Ruihong Investment Management Co., Ltd., the shareholder holding more than 5% of the company, due to daily business needs, The actual amount of daily related party transactions with the company in 2021 is 4708300 yuan, and the total amount of daily related party transactions in 2022 is expected to be 60 million yuan.
On January 7, 2022, the company disclosed the suggestive announcement on changes in shareholders’ equity and changes in controlling shareholders and actual controllers. After Shandong Quanxing Technology Co., Ltd. (hereinafter referred to as “Quanxing technology”) became the controlling shareholder of the company, the transactions between the company and Quanxing technology and its related parties in the past 12 months constituted related party transactions. The company verified the transactions with Quanxing technology and its related parties in the past 12 months, and supplemented and confirmed the daily related party transaction amount of RMB 6.6607 million with the logistics center of Shandong Quanxing Energy Group Co., Ltd. (hereinafter referred to as “Quanxing logistics”) in 2021.
(II) category and amount of estimated related party transactions
Related party transactions related party transactions related party transactions are expected to occur in 2022 as of the disclosure date in 2021, and the amount has occurred
Supply materials to related party Caipu man
Raw materials and chain purchase are processed at the market price of 60 million yuan, 1596600 yuan and 4708300 yuan
Purchase materials from related parties
The purchase of raw materials and Quanxing logistics shall be subject to the processing fee of RMB 6.6607 million at the market price of RMB 0 million
(III) actual occurrence of daily related party transactions in the previous year
Actual amount of related party transaction related party transaction actual amount of related party transaction content amount of related party transaction estimated amount in proportion of similar business and estimated amount (%) difference (%)
Purchase 4.783 million materials from related parties
Purchase of raw materials and chain purchase: 6 million yuan 7.45% 21.53% processing fee
6.6607 million materials from related parties
Purchase of raw materials and Quanxing logistics 10.54% 0%
process cost
2、 Related person introduction and related relationship.
(I) basic information:
Company name: Huangshan Puman Supply Chain Management Co., Ltd
Registered address: No. 1, chengjiashan village, Fengwu village, Biyang Town, Yi County, Huangshan City, Anhui Province
Company type: limited liability company (Hong Kong, Macao and Taiwan investment, non sole proprietorship)
Registered capital: 50 million yuan only
Legal representative: Huang Xiaolei
Business scope: general items: supply chain management services; Software development; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Enterprise management consulting; Corporate image planning; Marketing planning; Handling; Information consulting services (excluding licensed information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Information system integration service; Sales of special electronic equipment; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) wholesale; Edible Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Sales of class I medical devices; Sales of class II medical devices; Wholesale of daily necessities; Sales of daily necessities; Non ferrous alloy sales; Sales of metal materials; Timber sales; Cork products sales; Daily wood products sales; Sales of rubber products; Wire and cable business; Sales of electronic products; Sales of communication equipment; Retail of computer software, hardware and auxiliary equipment; Sales of knitwear and textiles; Clothing wholesale; Clothing retail; Manufacturing of Arts and crafts and ceremonial articles (except ivory and its products); Wholesale of motorcycles and spare parts; Retail of motorcycles and spare parts; Retail of auto parts; Lubricating oil sales; Wholesale of refined oil (excluding hazardous chemicals); Sales of petroleum products (excluding hazardous chemicals); Sales of chemical products (excluding licensed chemical products); Sales of coal and products; Sales of building materials (in addition to the licensed business, it can independently operate projects not prohibited or restricted by laws and regulations) licensed projects: import and export agents; Food business (sales of prepackaged food) (items subject to approval according to law can only be carried out after being approved by relevant departments). The latest financial data: as of December 31, 2021, the total assets were 767663 million yuan and the net capital was
The output is 411205 million yuan, the operating income is 942174 million yuan and the net profit is 10.306 million yuan.
Relationship with listed companies: Huangshan Puman Supply Chain Management Co., Ltd. is a company controlled by the concerted action of Lhasa Ruihong Investment Management Co., Ltd., the shareholder holding more than 5% of the company.
Huangshan Puman Supply Chain Management Co., Ltd. does not belong to the dishonest executee of the Supreme People’s court.
Analysis of performance ability: the related parties have legal existence, normal operation, good operation status and corresponding performance ability.
(II) basic information:
Company name: logistics center of Shandong Quanxing Energy Group Co., Ltd
Registered address: west side of Tianan 1st Road (north side of Guangyuan Road), Xuecheng, Zaozhuang City, Shandong Province
Company type: limited liability company branch (wholly state-owned)
Legal representative: Zhang Aimin
Business scope: investment in energy projects; Investment in industry, agriculture, commerce, real estate, personal consumption and high-tech projects; Asset management; Investment advisory services; Enterprise management information and business information consultation; Sales of steel, wood, hardware and electricity, chemical products (excluding dangerous goods), labor protection products, wires and cables, mining machinery and equipment and accessories, rubber products, cement, cement clinker, coal, coke, building materials, aggregate, commercial concrete and cement products; Cargo handling; Logistics distribution and information consultation; Operate import and export trade.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
The latest financial data: as of December 31, 2021, the total assets were 899011 million yuan, the net assets were -267803 million yuan, the operating income was Jiangsu Xiehe Electronic Co.Ltd(605258) 5 million yuan, and the net profit was -152995 million yuan.
Relationship with listed companies: Quanxing logistics is the related party of Quanxing technology, the controlling shareholder of the company.
The logistics center of Shandong Quanxing Energy Group Co., Ltd. does not belong to the dishonest executee of the Supreme People’s court. Analysis of performance ability: the related parties have legal existence, normal operation, good operation status and corresponding performance ability.
3、 Pricing basis and settlement method of related party transactions
1. Pricing basis of related party transactions
The business transactions between the company and related parties belong to normal business transactions, the procedures are legal, and are treated equally with other business enterprises. The transaction price is determined according to the market principle. The pricing is fair and reasonable. It is determined by both parties through equal negotiation. There is no benefit transfer and other phenomena.
2. Signing of related party transaction agreement
The above connected transactions shall be executed in accordance with the agreements or contracts actually signed by both parties.
4、 Purpose of related party transactions and its impact on Listed Companies
1. The transactions between the company and related parties are expected to occur in order to meet the daily business needs of the company. The transactions follow the law of market economy and adopt the principles of equality, voluntariness and mutual benefit. The price of the above related party transactions is fair and reasonable, which protects the interests of both parties to the transaction and does not harm the interests of minority shareholders of the company. 2. The above daily connected transactions have no impact on the independence of the company, and the main businesses of the company and its subsidiaries will not rely on connected persons due to such transactions.
5、 Prior approval and independent opinions of independent directors
The company submitted relevant materials to the independent directors in advance. The independent directors conducted a prior review and agreed to submit the transaction to the 15th meeting of the Fifth Board of directors for deliberation.
After deliberation at the 15th meeting of the 5th board of directors, the independent directors of the company agreed to the above related party transactions and expressed their independent opinions as follows: the daily related party transactions between the company and related parties are required by the company’s daily business activities and do not have a significant impact on the company’s financial status and operating results, The company’s main business will not rely on related parties due to related party transactions. The price of related party transactions of the company shall be determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors. During the deliberation and voting process of the board of directors, the approval procedures met the requirements of the stock listing rules and the articles of association of Shenzhen Stock Exchange.
6、 Documents for future reference
1. Resolution of the 15th meeting of Shandong Yabo Technology Co.Ltd(002323) the 5th board of directors;
2. Prior approval opinions of independent directors on relevant proposals of the 15th meeting of the Fifth Board of directors; 3. Independent opinions of independent directors on relevant proposals of the 15th meeting of the Fifth Board of directors.
It is hereby announced.
Shandong Yabo Technology Co.Ltd(002323) March 5, 2022
