Securities code: 002092 securities abbreviation: Xinjiang Zhongtai Chenical Co.Ltd(002092) Announcement No.: 2021-165
Xinjiang Zhongtai Chenical Co.Ltd(002092)
Announcement on the daily related party transactions of the newly added company in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate, complete and free from falsehood
Records, misleading statements or material omissions.
1、 Basic information of daily connected transactions
(i) Overview of related party transactions
According to Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as "the company") and its subsidiaries
If necessary, it is expected that the company and its related party Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as
(hereinafter referred to as "Zhongtai group") and its subsidiaries' daily related party transactions of purchasing raw materials, products and commodities,
The matter has been deliberated and approved by the 33rd session of the 7th board of directors held on December 30, 2021, and is under deliberation
During the proposal, the related directors, Mr. Bian Deyun, Mr. parhati maiming, Mr. Li Liangfu and Yu Ya
Ms. Jing made a withdrawal vote, and all the other directors agreed. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
（2） Category and amount of new estimated related party transactions
Unit: 10000 yuan
Connected transactions from 2021 to 2021
The initial estimate of the main internal related party transactions of related parties of related transactions is newly added. It is estimated that the amount of transactions that have occurred on the amount calculation date of the category capacity pricing principle of the previous year will occur on December 10 of the previous year
Purchase Xinjiang Zhongtai (Group) materials and equipment from related parties
Purchase of raw materials, limited liability companies and spare parts at the market price of 1000002000108486.42 79557.52 and its subsidiaries
The above related party transaction amount data with related parties have not been audited, and are finally based on the annual audit results
Subject to.
2、 Introduction to related parties and related relationships
(i) Basic information of related parties
Company name: Xinjiang Zhongtai (Group) Co., Ltd
Date of establishment: July 6, 2012
Registered capital: RMB 203602957384
Legal representative: Wang Hongxin
Registered address: room 1503, No. 1, Weitai South Road, Urumqi Economic and Technological Development Zone
Main business: investment in chemical industry, modern logistics, modern service industry, agricultural and sideline industries and animal husbandry, import and export of goods and technology; Asset management services, etc.
Ownership structure:
Shareholder's contribution (10000 yuan) shareholding ratio (%)
State owned assets of the people's Government of Xinjiang Uygur Autonomous Region
Property supervision and Administration Commission 185396.99919491.06
Department of finance of Xinjiang Uygur Autonomous Region 18205.958198.94
Total 203602.957384100
As of September 30, 2021, Zhongtai group had total assets of 132686616700 yuan, total liabilities of 96802437400 yuan and net assets of 35884179200 yuan. From January to September 2021, Zhongtai group realized operating revenue of 124023485100 yuan and net profit of 3460270800 yuan (the above data were not audited).
After verification by the company on the website of the Supreme People's court, Zhongtai group is not a dishonest person.
（2） Relationship with the company
Zhongtai group is the controlling shareholder of the company, and Zhongtai group and its subsidiaries Urumqi huanpeng Co., Ltd. and Xinjiang Zhongtai International Supply Chain Management Co., Ltd. are acting in concert, holding 23.06% of the shares of the company in total.
（3） Performance capability analysis
The above related parties exist according to law, operate stably and have the ability to perform the contract. The above connected transactions are necessary for the normal production and operation of the company.
3、 Main contents of related party transactions
(i) Pricing policy and basis
The prices of the above connected transactions are determined according to the market fair price in accordance with the principles of openness, fairness and impartiality. （2） Signing of related party transaction agreement
No specific contract has been signed for the above-mentioned new connected transactions.
4、 Purpose of related party transactions and its impact on Listed Companies
The above business with related parties belongs to the normal business behavior of the company. It is a continuous and frequent related party transaction. The transaction price with related parties is determined according to the market fair price, and there is no behavior damaging the interests of the company and all shareholders. The company and the above affiliated enterprises are independent legal persons, operate independently and are independent in terms of assets, finance and personnel. This affiliated transaction will not adversely affect the independence of the company, and the company will not rely on or be controlled by relevant affiliated parties.
5、 Accumulated related party transactions with the related party
As of the announcement date, the cumulative amount of daily related party transactions between the company and Zhongtai group and its subsidiaries was 1904657200 yuan. (the above data has not been audited)
6、 Opinions approved and expressed by independent directors in advance
(i) Prior approval opinions of independent directors of the company
Xinjiang Zhongtai Chenical Co.Ltd(002092) and its subsidiaries are expected to purchase raw materials, products and commodities from related parties in daily production and operation in 2021, which is the normal project construction and production and operation needs of the company, and the transaction price is determined according to the market fair price, which is fair and reasonable.
We agree to submit this matter to the 33rd session of the Xinjiang Zhongtai Chenical Co.Ltd(002092) seventh session of the board of directors for deliberation, and the related directors shall perform the withdrawal voting procedure.
（2） The independent directors of the company expressed independent opinions on daily connected transactions
1. Procedural. The company held the 33rd session of the 7th board of directors on December 30, 2021, deliberated and adopted the proposal on adding daily related party transactions of the company in 2021, and predicted the related party transactions of purchasing raw materials, products and commodities between the company and related parties in 2021. When the board of directors deliberated this related party transaction, the related directors implemented the avoidance principle, The voting procedures shall comply with the provisions of relevant laws and regulations. This matter does not need to be submitted to the general meeting of shareholders for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The above related party transactions are conducted due to the normal production and operation needs of the company. The transactions between the company and related parties are conducted in accordance with the principle of "fairness, voluntariness and mutual benefit", and the transaction price is determined according to the market price. There is no violation of the principles of openness, fairness and impartiality, and there is no behavior damaging the interests of the company and minority shareholders.
7、 Opinions of the sponsor
After verification, the recommendation institution Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. believes that the company's new daily connected transactions have been deliberated and approved at the 33rd meeting of the seventh board of directors, the independent directors have approved and expressed independent opinions on the new daily connected transactions in advance, and the relevant decision-making procedures have been fulfilled. The procedures related to the newly added daily related party transactions comply with the requirements of documents such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the provisions of the articles of association. The newly added daily related party transactions are not expected to have an adverse impact on the normal operation and business development of the company, and Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. has no objection to Xinjiang Zhongtai Chenical Co.Ltd(002092) the newly added related party transactions.
8、 Documents for future reference
1. Resolutions of the 33rd session of the 7th board of directors of the company;
2. Resolutions of the 30th session of the 7th board of supervisors of the company;
3. Prior approval opinions and independent opinions issued by independent directors of the company;
4. Financial statements of Xinjiang Zhongtai (Group) Co., Ltd. on September 30, 2021.
It is hereby announced.
Xinjiang Zhongtai Chenical Co.Ltd(002092) board of directors December 31, 2001
