Securities code: China Jushi Co.Ltd(600176) securities abbreviation: China Jushi Co.Ltd(600176) Announcement No.: 2022017 China Jushi Co.Ltd(600176)
On the implementation of daily related party transactions in 2021 and
Announcement of expected daily connected transactions 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
The proposal on the company's expected daily related party transactions in 2022 must be submitted to the general meeting of shareholders of the company for deliberation. At that time, the related shareholders interested in the proposal will avoid voting.
Related party transactions are conducted by all parties to the transaction in accordance with the principles of voluntariness, equality and mutual benefit. The pricing is fair, there is no damage to the interests of the company and shareholders, has no adverse impact on the current and future financial status and operating results of the company, and does not affect the independence of the company. The company will not rely on related parties because of the above related party transactions. There are no additional conditions for daily connected transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 18, 2022, the 21st Meeting of the 6th board of directors of China Jushi Co.Ltd(600176) (hereinafter referred to as "the company") deliberated and adopted the proposal on the confirmation of the implementation of the company's daily connected transactions in 2021 and the proposal on the company's expected daily connected transactions in 2022.
During the deliberation of the above two proposals, when voting on the related party transactions between the company and its subsidiary Jushi Group Co., Ltd. and China Building Materials International Trade Co., Ltd. (hereinafter referred to as "China building materials trade"), Jiangsu Lianyungang Port Co.Ltd(601008) Zhongfu Lianzhong Composite Material Group Co., Ltd. (hereinafter referred to as "Zhongfu Lianzhong"), Beijing New Building Materials Public Limited Company(000786) (hereinafter referred to as " Beijing New Building Materials Public Limited Company(000786) "), four related directors Chang Zhangli, Cai Guobin, Pei Hongyan Ni Jinrui avoided voting, and the five non affiliated directors unanimously passed; When voting on the related party transactions between the company and Jushi Group Co., Ltd., Zhejiang Hengshi fiber foundation Co., Ltd. (hereinafter referred to as "Hengshi fiber"), Zhenshi Holding Group Co., Ltd. (hereinafter referred to as "Zhenshi group") and its subordinate direct and indirect holding companies, two related directors Zhang Yuqiang and Zhang Jiankan avoided voting, and seven non related directors unanimously passed.
The independent directors of the company carefully reviewed the proposal on the confirmation of the implementation of the company's daily connected transactions in 2021 and the proposal on the company's expected daily connected transactions in 2022, and expressed independent opinions on this. They believed that the company's daily connected transactions in 2021 followed the principle of marketization, the transaction price was based on the market price, and the connected transactions were fair, fair and open. The company's daily connected transactions in 2021 comply with the provisions of relevant laws and regulations and do not harm the interests of the company's shareholders, especially the interests of minority shareholders. All related party transactions expected by the company in 2022 are required for daily business activities. Related party transactions follow the principles of fair and just market, and the pricing is fair, which will not damage the interests of the company and minority shareholders, have no adverse impact on the current and future financial status and operating results of the company, and will not affect the independence of the company. The deliberation and voting procedures comply with the provisions of relevant laws, regulations and the articles of association, and agree to the matters related to the estimated amount of daily connected transactions of the company in 2022.
The proposal on the company's expected daily related party transactions in 2022 must be submitted to the general meeting of shareholders of the company for deliberation. At that time, the related shareholders interested in the proposal will avoid voting.
(II) prediction and implementation of daily connected transactions in 2021
In 2021, the company predicted that the total amount of related party transactions that have been disclosed is 4456.9 million yuan, which is actually
The amount of related party transactions is 336614 million yuan. The specific related party transactions are as follows:
Unit: 10000 yuan
Transaction category: the reason why the actual amount of related parties in 2021 exceeds the predicted amount
Purchase Hengshi fiber 2000 / 509 from related parties
Raw materials and commodities
China Building Materials Trade 2000018763 /
Zhongfu Lianzhong 61245093 /
Selling Beijing New Building Materials Public Limited Company(000786) 1576 807 ／ to related parties
Products and commodities Zhenshi Holding Group Co., Ltd
Direct and indirect holdings of the company 258205184949 ／
company
Hengshi fiber 5556924276 ／
In 2021, the market situation of Zhenshi Holding Group Co., Ltd. accepted the direct and indirect holding 101514101922 proposed by related parties, which was better than expected, and the labor services provided by related labor companies exceeded the expectation
Zhenshi Holding Group Co., Ltd
Direct and indirect holdings of the rent payment / collection division 324190 /
company
Hengshi fiber 378 / 105
Total 445690336614
Whereas the company accepts the labor payment provided by the direct and indirect holding companies of Zhenshi Holding Group Co., Ltd
The amount exceeds the original estimated amount of 4.08 million yuan. According to the relevant provisions of the stock listing rules, it is hereby resubmitted to the board of directors
Deliberation and confirmation of the board of directors.
(III) estimated amount and category of daily connected transactions in 2022
In 2022, the total amount of related party transactions between the company and its subsidiaries and related parties is expected to be
RMB 54004 million. The items and amount of related party transactions are predicted as follows:
Unit: 10000 yuan
From the beginning of this year to
Transactions that are expected to account for the disclosure date of similar industries in the current year and the actual proportion of related parties in the transaction category of similar industries in the previous year. The cumulative amount of related parties has occurred (%) (%)
amount of money
Purchase Hengshi fiber 1500 0.11% 26.00 509 0.04% raw materials and commodities from related parties
Sales to related parties of China Building Materials Trade 197000.89% 342500187630.95% products and commodities Zhongfu Lianzhong 8490 0.38% 891.005093 0.26%
Beijing New Building Materials Public Limited Company(000786) 1,576 0.07% 95.00 807 0.04%
Zhenshi holding group
Limited company and its 29954213.48% 22774001849499.38% direct and indirect control
Stock company
Hengshi fiber 365431.65% 3896 Zhejiang Unifull Industrial Fibre Co.Ltd(002427) 61.23%
Zhenshi holding group
Accept the direct 17249118.69% 1954 Chengdu Corpro Technology Co.Ltd(300101) 92218.48% labor service provided by the related party and indirect holding
company
Zhenshi holding group
Direct 129 5.52% 61.00 190 3.81% financial and indirect holding of pay / receive rent Co., Ltd
company
Hengshi fiber 33 1.41% 0 105 2.11%
Total 54000450711 336614
2、 Introduction and related parties
1. China Building Materials International Trade Co., Ltd
China building materials trade department is a limited liability company established on August 17, 2004; The current residence is Beijing
17 / F, building 4, subject business center, No. 9, Shouti South Road, Haidian District, Shanghai; The legal representative is Wang Lihe; register
RMB 309569 million capital; Business scope: contracting countries that are suitable for their strength, scale and performance
External engineering projects; Dispatch labor personnel required for the implementation of the above overseas projects; Import and export of goods and import agent
Export and technology import and export; Sales of building materials, metal materials, auto parts, hardware and electricity, mineral products
Chemical products (excluding class I precursor chemicals and dangerous goods), mechanical equipment, instruments and meters, wood and paper
Zhang, native products, daily necessities, knitwear and textiles, grains, beans and potatoes; Decoration design; Home design; technique
Technology development; Undertake exhibitions; Information consultation (excluding intermediary services); In the second category of value-added telecommunications services
Information service business (Internet information service only) (Internet information service does not include news, publishing, education
Medical care, drugs and medical devices, including electronic announcement (official) (Telecom and information service business license)
The certificate is valid until April 6, 2022). (1) enterprises independently choose business projects and carry out business activities according to law;
For projects subject to approval according to law, business activities shall be carried out according to the approved contents after being approved by relevant departments; Not engaged
Business activities of projects prohibited and restricted by the industrial policies of this Municipality.)
As of September 30, 2021, the total assets of China Building Materials International Trade Co., Ltd. were RMB 2.651 billion,
Total liabilities are 2.088 billion yuan; In the first three quarters of 2021, the main business income was 5.249 billion yuan. (Note:
The above is the unaudited consolidated data of the company in 2021)
China building materials trade is an enterprise controlled by China Building Materials Group Co., Ltd., the actual controller of the company
The stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange
It is stipulated that China Building Materials Trade constitutes a related party of the company.
Performance capacity: China building materials trade is controlled by China Building Materials International Products Co., Ltd., which is the actual controller of the company
Important enterprises in the logistics trade sector.
2. Jiangsu Lianyungang Port Co.Ltd(601008) Zhongfu Lianzhong Composite Material Group Co., Ltd
Zhongfu Lianzhong was founded in October 1989; The current address is 195 Hailian East Road, Xinpu District, Jiangsu Lianyungang Port Co.Ltd(601008) city
number; The legal representative is Qiao Guanghui; The registered capital is 261307534900 yuan; Business scope: development, production, sales, installation, technical consultation and technical services of wind turbine blades, pressure pipes, FRP and other composite products; Manufacturing of composite related equipment; Operate the export business of self-produced products and related technologies of the enterprise and its member enterprises, and operate the raw and auxiliary materials and mechanical equipment required for production and scientific research of the enterprise and its member enterprises
