Securities code: 002696 securities abbreviation: Baiyang Investment Group Inc(002696) Announcement No.: 2021-051 Baiyang Investment Group Inc(002696)
Announcement on the forecast 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、 Overview of daily connected transactions
Baiyang Investment Group Inc(002696) (hereinafter referred to as “the company”) and its holding subsidiaries are expected to cooperate with related parties prometex s.a.m., Guoxin Zhongchuan (Qingdao) Marine Technology Co., Ltd. (hereinafter referred to as “Guoxin Zhongchuan”) and Qingdao Guoxin grain industry development Co., Ltd. (hereinafter referred to as “the grain company”) in 2022 according to the needs of daily business operation ）And its subsidiaries have daily related party transactions totaling 215 million yuan.
The company held the 14th meeting of the 5th board of directors on December 27, 2021, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected directors Wang Jianhui, Deng Youcheng and Dong Shaoguang avoided voting. The four non affiliated directors with voting rights unanimously passed the above proposal. The independent directors of the company issued prior approval opinions on the above related party transactions and agreed to submit them to the meeting of the board of directors for deliberation.
The expected matters of this daily connected transaction need to be submitted to the first extraordinary general meeting of the company in 2022 for deliberation, and the connected shareholders related to the transaction will avoid voting on the proposal at the general meeting of shareholders. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Expected category and amount of daily connected transactions in 2022
Unit: RMB 10000
Related party transaction related party transaction related party transaction pricing contract signing amount 1-11, 2021
Category tolerance principle or expected monthly amount
Prometex aquatic products are sold to related parties according to the market price
S.a.m. pricing and trading of products sold 75003342.21
The grain companies and feed raw materials purchased from related parties shall be based on the market price
Pricing and transaction of its subsidiaries for purchasing raw materials 100006400.15
Sell fish meal to related person grain companies according to market price
Pricing and trading of products sold 30000
Provide feed to related parties and raise market price
Pricing and transaction of products sold and ship supply services in Guoxin 10000.048
For service
3、 Actual occurrence of daily connected transactions from January to November 2021
Unit: RMB 10000
Actual occurrence
The proportion of the actual expected amount of related party transactions of related parties in the business of the same kind of amount and the amount generated by the disclosure date and index content is estimated
Frontal difference
Selling prometex aquatic products 3342.21623041.86% – 46.35% to related persons
Daily purchase of raw materials from related person grain purchasing company and purchasing company 6400.15200006.07% – 68.00% s.a.m. estimated amount of related party transactions of raw materials of its subordinate companies
Announcement on selling 030000-100.00% fish to affiliated grain companies (Announcement No.: selling product powder 2021-006)
Provide related parties with new products sold in 2021 and ship materials in Guoxin and 0.0485000 00% – 99.99% announcement on the provision of services in advance for daily connected transactions (Announcement No. 2021-020)
The actual amount of daily related party transactions by the board of directors of the company is the cumulative amount from January to November 2021, and the estimated amount is the annual data of 2021. If the actual situation is likely to be quite different from the expected daily connected transactions in 2021, which belong to the connected transactions in the process of the company’s daily business, it is in line with the needs of the company’s normal business development. The company has fully calculated the daily connected transactions in 2021. However, due to the changes of business market and customer conditions, sea freight and shipping charges
Due to the impact of period and other factors, there is a certain difference between the expected and actual situation of related party transactions, which belongs to normal business behavior and has little impact on the daily operation and performance of the company.
The actual total amount of daily related party transactions of the company in 2021 is controlled within the limit. The actual difference between the daily related party transactions of the independent directors of the company and the forecast is due to the actual situation and forecast impact of business market, customer changes and other factors. The daily connected transactions that have occurred are all transactions required for the normal operation of the company, which are in line with the actual situation of the company and the market if there are large differences. The transaction price is determined with reference to the market price, fair and reasonable, and does not harm the interests of the company and shareholders, especially small and medium-sized shareholders.
4、 Introduction to related parties and related relationships
(i) Introduction to related parties
1. Basic information of prometex s.a.m
Company name: prometex s.a.m
Company type: joint stock company
Domicile: 1 gabion street, Monaco
Legal representative: mirco · albisetti
Registered capital: 150000 euros
Date of establishment: April 5, 2000
Operating period: March 20, 2000 to March 20, 2099
Business scope: trading, distribution, import and export of all foods, especially beef, pork, livestock and poultry products and their ancillary products in Monaco, China and abroad; Sales of agricultural products packaging; Leasing, agency and other services of refrigerated ships; Provide research, expert and consulting services for all projects related to agricultural industry and trade; Broadly speaking, it refers to the operation of all movable and real estate related to the above business.
Main financial position of prometex S.A.M: as of November 30, 2021, the total assets are 2.8103 million euros, the total liabilities are 2.6142 million euros and the net assets are
The output is 196100 euros, the operating revenue from January to November 2021 is 5848200 euros, and the net profit is 486200 euros. (Unaudited)
Shareholders of prometex s.a.m.: at present, Hong Kong Baiyang Industrial Co., Ltd., a wholly-owned subsidiary of the company, holds 44.67% of its equity, frimo S.A.M holds 54% of its equity, and mirco albisetti and Charles albisetti hold 0.67% of its equity respectively.
2. Basic information of Guoxin Zhongchuan
Company name: Guoxin Zhongchuan (Qingdao) Marine Technology Co., Ltd
Type: other limited liability companies
Registered address: Guoxin Haichuang base, core area of blue Silicon Valley, Jimo District, Qingdao, Shandong Province
Legal representative: Zhao Xiaoxia
Registered capital: 200 million yuan
Date of establishment: July 4, 2019
Business scope: aquaculture, processing, wholesale and retail of aquatic products, aquatic seedlings and bait; Tourism services; Consulting, integration, R & D and design of Marine Information Engineering; Production and sales of marine information equipment; Ship operation and management; Research and development, technical consultation, technology transfer and technical services of fishery production technology and fishery machinery; Research and development, production and sales of fish drugs and vaccines; Import and export of goods and Technology (except for projects prohibited by laws and administrative regulations, and projects restricted by laws and administrative regulations can be operated only after obtaining permission). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments)
Main financial data of Guoxin Zhongchuan: as of November 30, 2021, the total assets were 405021400 yuan and the net assets were 172498900 yuan; From January to November 2021, the operating income was RMB 1177300 and the net profit was RMB -16.6775 million. (the above data has not been audited)
3. Basic information of grain company
Company name: Qingdao Guoxin grain industry development Co., Ltd
Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: No. 64, siliu South Road, Shibei District, Qingdao, Shandong
Legal representative: Xu Lianmin
Registered capital: 500 million yuan
Date of establishment: March 30, 2020
Business scope: grain procurement (operating with license); wholesale: feed, grain, agricultural and sideline products (excluding products exclusively controlled by the state), daily necessities and office supplies; import and export business of goods and technology; house leasing; warehousing services (excluding freezing, refrigeration, refrigeration and storage of dangerous chemicals); property management; site leasing; equipment leasing; market management (excluding market operation); parking lot management (operating with license); e-commerce information consultation (excluding trade secrets); mechanical processing; mechanical equipment maintenance (excluding special equipment); loading and unloading services (excluding road transportation and port operation); carry out business activities in accordance with food production license and food operation license. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial data of the grain company: as of November 30, 2021, the total assets were 1529329200 yuan and the net assets were 543044900 yuan; From January to November 2021, the operating revenue was 870519400 yuan and the net profit was 29799200 yuan. (the above data has not been audited)
（2） Relationship with listed companies
1. Because Hong Kong Baiyang Industrial Co., Ltd., a wholly-owned subsidiary of the company, is prometexs A. Ms. Wang Ling, the legal person director and deputy general manager of M company, exercises the position of legal person director on behalf of Hong Kong Baiyang. According to the stock listing rules of Shenzhen Stock Exchange and other relevant provisions, prometex S.A.M shall be recognized as the related legal person of the company, and the above transaction constitutes a related transaction.
2. The controlling shareholder of the company, Qingdao Haichuang Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) investment fund Co., Ltd Qingdao marine new kinetic energy industry investment fund (limited partnership) and Guoxin Zhongchuan and grain company are enterprises controlled or significantly influenced by Qingdao Guoxin development (Group) Co., Ltd. according to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, Guoxin Zhongchuan and grain company are affiliated legal persons of the company, and the above transactions constitute connected transactions.
（3） Performance capability analysis
The above related parties exist according to law and operate normally. After inquiry, they are not dishonest and have the ability to perform the contract. At present, there is no bad debt caused by the amount payable to the company. The above connected transactions are necessary for the normal business of the company.
5、 Main contents of related party transactions
(i) Pricing policy and basis of related party transactions
Business transactions between the company and related parties belong to normal business transactions. The transaction price is the same as that of the non related party, the pricing is fair, the collection and payment period is the same as that of the non related party, and the payment is settled by bank transfer, without benefit transfer and other phenomena.
1. Transaction method: depending on the purchase needs of both parties
