Securities code: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) securities abbreviation: Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) Announcement No.: 2022029 Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357)
Announcement on the prediction of 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 to submit to the general meeting of shareholders for deliberation: it is the impact of daily connected transactions on Listed Companies: This connected transaction is the company’s daily connected transactions, based on the company’s normal business and based on the market price, which does not affect the independence of the company and does not damage the interests of the company and shareholders, The company will not rely on related parties due to the related party transaction. 1、 Basic information of daily connected transactions
（1） Review procedures for the performance of daily connected transactions
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) (hereinafter referred to as “the company”) held the 9th meeting of the 3rd board of directors and the 8th meeting of the 3rd board of supervisors on March 9, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The total estimated amount of the daily connected transactions is 50 million yuan. The income item is 50 million yuan. The related directors avoided voting, the non related directors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations. All independent directors of the company have approved the above proposal in advance and expressed their independent opinions with explicit consent. All independent directors believe that the related party transactions expected to occur in 2022 are necessary for the company’s daily production and operation. The related transactions follow the principle of consensus and fair transaction, and the transaction price is determined according to the market price, which will not have an adverse impact on the company’s financial status and operating results, and is in the interests of the company and all shareholders, The company’s main business will not rely on related parties due to the above transactions and will not affect the independence of the company. Therefore, the proposal is unanimously agreed.
（2） Estimated amount and category of this daily connected transaction
The proportion of the estimated amount of related party transactions in the increased amount of similar industries from the beginning of this year to the beginning of this year (10000 yuan) and the proportion of related party transactions plus (%). The accumulated (%) original transaction amount is due to
Sell Zhengda Jianlong 5000 5.700 products, high-tech materials and provide labor services to related parties
company
（3） Prediction and implementation of the previous daily connected transactions
The company had no daily related party transactions in previous years.
2、 Basic information and relationship of related parties (I) basic information of related parties
1. Company name: Zhengda Jianlong high tech materials (Shanghai) Co., Ltd. (hereinafter referred to as “Zhengda Jianlong”) 2. Type: other limited liability companies
3. Legal representative: Xie Bing
4. Registered capital: 100 million yuan
5. Date of establishment: March 3, 2022
6. Address: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai
7. Main office location: Building 1, No. 1, Haikun Road, Fengxian District, Shanghai
8. Main business: general projects: research and development of new materials and technologies; New material technology promotion services; Sales of chemical products (excluding licensed chemical products); Engineering and technical research and test development; Sales of new catalytic materials and additives; Sales of special equipment for environmental protection; Environmental protection consulting services; Sales of gas and liquid separation and purification equipment; Sales of special equipment for oil refining and chemical production; Instrument sales; Sales of special chemical products (excluding hazardous chemicals); Software development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects that must be approved according to law, business activities shall be carried out independently according to law with business license). Goods import and export license; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments).
9. Major shareholder or actual controller: Zhengda nano material research center (Dalian) Co., Ltd. holds 51.00% Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) shares 49.00%;
10. Main financial data of the latest fiscal year: as of December 31, 2020, the controlling shareholder of the related party, Zhengda nano material research center (Dalian) Co., Ltd., had total assets of 654000 yuan and net assets of 627000 yuan. In 2021, the operating income was 1185000 yuan and the net profit was 256000 yuan. (Unaudited)
（2） Relationship with listed companies
Joint stock enterprises of the company. Zhengda Jianlong is 51.00% controlled by Zhengda nano material research center (Dalian) Co., Ltd., and the company shares 49.00%; Mr. Bai Pu, the company’s R & D director, served as the supervisor of Zhengda Jianlong. （3） Performance capability analysis
The above related parties exist and operate normally according to law, and have good performance ability and payment ability. The company will sign relevant contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law. 3、 Main contents of daily connected transactions (I) main contents of this connected transaction
The expected daily related party transactions of the company are mainly to sell products, commodities and provide labor services to 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. （2） Signing of related party transaction agreement
After the estimated amount of daily related party transactions is considered and approved by the 2021 annual general meeting of shareholders, 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 connected transactions
It is an independent supplier of R & D, environmental protection, catalyst and related services in the fields of energy, clean chemicals and molecular sieves, The above related parties jointly funded the establishment of a joint venture between the company and Zhengda nano material research center (Dalian) Co., Ltd., a subsidiary of Zhengda Group in Thailand. In the future, the two sides will accelerate the in-depth development of new products and promote industrial upgrading.
The daily related party transactions between the company and the above related parties are necessary to meet the needs of the company’s business development and production and operation, in line with the interests of the company and all shareholders. （2） Fairness and rationality of related party transaction pricing
The company conducts transactions with the above related parties on a fair basis according to market rules, and the company mainly sets prices according to market prices; If there is no market price, it shall be priced according to the cost plus, which is in line with business practices. The related party transactions between the company and the above-mentioned related parties are fairly priced, follow the principles of fair, open and fair market, and there is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders. The cooperative affiliates 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. （3） Continuity of related party transactions
The transactions between the company and related parties follow the principles of consensus, fair transaction and mutual benefit, which will not have an adverse impact on the independence of the company. The company’s main business will not rely on related parties for such transactions, and there is no behavior that damages the interests of the company and all shareholders, especially minority shareholders. The company maintains a good partnership with the above related parties, and the related party transactions with the above related parties will continue to exist in a certain period of time.
It is hereby announced.
Luoyang Jalon Micro-Nano New Materials Co.Ltd(688357) board of directors March 10, 2022
