Hualong Securities Co., Ltd
About Lanzhou Zhuangyuan Pasture Co.Ltd(002910)
Verification opinions on daily connected transactions in 2022
Hualong Securities Co., Ltd. (hereinafter referred to as "Hualong securities" and "sponsor") is the continuous supervision organization of Lanzhou Lanzhou Zhuangyuan Pasture Co.Ltd(002910) Co., Ltd. (hereinafter referred to as "the company" or " Lanzhou Zhuangyuan Pasture Co.Ltd(002910) ") for the non-public offering of shares (hereinafter referred to as "this offering") in 2020, According to the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business and other relevant provisions, the expected events of daily connected transactions in Lanzhou Zhuangyuan Pasture Co.Ltd(002910) 2022 were verified, And issued the following verification opinions:
1、 Basic information of daily connected transactions in 2022
On December 30, 2021, the company held the 8th meeting of the 4th board of directors and the 6th meeting of the 4th board of supervisors, deliberated and approved the proposal on the prediction of daily connected transactions of the company in 2022, and agreed that the company plans to cooperate with related parties Gansu Nongken Tianmu Dairy Co., Ltd., Gansu Nongken Jinchang farm Co., Ltd., Gansu Yasheng pastoral grass Group Co., Ltd Jinta Shengdi Grassland Industry Co., Ltd. and Gansu Agricultural Reclamation Group Co., Ltd. conduct daily related party transactions. It is estimated that the transaction amount with the above related parties in 2022 will be 247 million yuan. The independent directors have approved the expected daily operational related party transactions in advance and expressed their agreed independent opinions. The related directors Yao Gexian and Lian Enzhong have avoided voting, and the proposal has been considered and adopted by more than half of the non related directors and supervisors.
The expected matters of this daily operational related party transaction shall be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Gansu Agricultural Reclamation Assets Management Co., Ltd. and Lanzhou manor Investment Co., Ltd. will avoid voting. The expected events of this connected transaction do not constitute major asset restructuring events specified in the administrative measures for major asset restructuring of listed companies.
The category and amount of related party transactions in 2022 and the actual amount in 2021 are as follows: unit: 10000 yuan
Related party transactions related party transactions related party transactions pricing of related party transactions amount calculated in principle of category content in 2022 and 2021 (Unaudited)
Purchase raw milk from related parties by Gansu Nongken Tianmu dairy with reference to the market price of 2000013361
The purchase of raw materials Co., Ltd. is agreed by both parties through negotiation
Purchase silage from Gansu Nongken Jinchang farm from related parties, with reference to the market price of 3000562.06
The purchase of oat grass from raw materials Co., Ltd. is agreed by both parties through negotiation
Reference market price of Alfalfa purchased from related parties through Gansu Yasheng pastoral
The purchase of raw material grass Group Co., Ltd. and oat grass agreed through negotiation 600523.51
company
The reference market price of Alfalfa purchased from the related party caijinta Shengdi grassland Co., Ltd. is 6000
The purchase of grass and oat grass from the raw material liability company shall be negotiated and agreed by both parties
Selling the reference market price of Gansu Agricultural Reclamation group to related parties
The limited liability company for selling products and its subordinate products shall negotiate and agree 5000
company
The actual daily related party transactions between the company and the above related parties in 2021 are as follows:
Unit: 10000 yuan
Actual occurrence
Related party transactions the actual amount of related party transactions, the expected amount of related party transactions in the same category, the expected disclosure date and index
Business proportion amount difference of easy category content (Unaudited)
（%）（%）
Published on cninfo.com on January 16, 2021
Contact Gansu nongkentian www.cn info. com.. cn. Announcement on the forecast of regular related party transactions of raw material companies in 2021 (133612000072.0133.20) for the purchase of raw milk by animal husbandry and Dairy Co., Ltd. Announcement No.:
2021-006
Published on cninfo.com on August 7, 2021
To the associated Gansu Nongken gold www.cn info. com.. cn. The purchaser Chang farm Co., Ltd. purchased silage 2562.06300032.0714.60 announcement on the prediction of annual daily related party transactions of new 2021 raw material Company No.: 2021-083
It was published in Gansu yashengtian on cninfo.com on August 7, 2021
To the associated pastoral grass industry www.cn info. com.. cn. Party Purchasing Group Co., Ltd. is responsible for purchasing alfalfa 523.51115017.4054.48 announcement on adding 2021 raw materials as the company's annual daily connected transaction forecast Announcement No.: 2021-083
Note: the similar business of purchasing raw milk in the above table does not include the raw milk purchased by the company from its subordinate breeding farms.
2、 Related person introduction and relationship
1. Gansu Nongken Tianmu Dairy Co., Ltd
(1) Basic information of related parties
Enterprise name: Gansu Nongken Tianmu Dairy Co., Ltd
Unified social credit Code: 916203000823783561
Company type: limited liability company
Address: state owned wasteland, Longkou village, Shuangwan Town, Jinchuan District, Jinchang City, Gansu Province
Registered capital: one hundred sixty-seven million yuan only
Legal representative: Li Cang
Business scope: processing and sales of dairy products, meat products and beverages (the above items shall be operated within the validity period according to the approved scope of the license); Purchase of raw and fresh milk; The acquisition, preliminary processing and sales of Shenzhen Agricultural Products Group Co.Ltd(000061) (the above items do not include raw grain) and cattle breeding (operated with a valid certificate of animal epidemic prevention conditions); Sales of cattle; Processing and sales of cow dung and feed (operating within the validity period according to the approved scope of the license); Production and sales of organic fertilizer and wholesale of prepackaged food (including refrigerated and frozen food, excluding cooked food and brine, operated with a valid license); Sales of edible Shenzhen Agricultural Products Group Co.Ltd(000061) and food additives; Catering enterprise management (excluding catering services); Technology development, technical consultation, technology transfer and technical services in the field of food science and technology; Storage (excluding dangerous goods). [the above items do not include those restricted by the state and those requiring pre license or approval according to laws, administrative regulations and decisions of the State Council, and those requiring approval according to law can only be carried out after being approved by relevant departments]
(2) Main financial data of related parties in the latest period
Unit: 10000 yuan
Project September 30, 2021
Total assets 101516.32
Net assets 21142.13
Project from January to September 2021
Operating income 28011.23
Net profit 1615.39
Note: the above financial data have not been audited.
(3) Relationship with the company
Gansu Agricultural Reclamation Group Co., Ltd. (hereinafter referred to as "Gansu Agricultural Reclamation group") indirectly holds 30894700 shares of the company through its wholly-owned subsidiary Lanzhou manor Investment Co., Ltd. (hereinafter referred to as "manor investment"), accounting for 13.29% of the total share capital of the company, It indirectly holds 37931665 shares of the company through its wholly-owned subsidiary Gansu Agricultural Reclamation Assets Management Co., Ltd. (hereinafter referred to as "Gansu Agricultural Reclamation assets company"),
