Securities code: Zhejiang Satellite Petrochemical Co.Ltd(002648) securities abbreviation: Satellite chemistry Announcement No.: 2022025 satellite Chemistry Co., Ltd
Announcement on the forecast of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Satellite Chemical Co., Ltd. (hereinafter referred to as “satellite chemical” or “the company”) held the 13th meeting of the Fourth Board of directors on March 18, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected directors Mr. Yang Weidong, Mr. Ma Guolin and MS. Yang Yuying avoided voting.
Due to the needs of daily production and operation, the company and its subsidiaries are expected to have daily related party transactions with Zhejiang Pinghu glass Port Co., Ltd. (hereinafter referred to as “Pinghu port”) and Jiangsu Lianyungang Port Co.Ltd(601008) Hexing Petrochemical Terminal Co., Ltd. (hereinafter referred to as “Hexing company”) in 2022, totaling no more than 350 million yuan (including this amount), and authorize the chairman to exercise related party transaction decisions and sign relevant contract documents.
(II) category and amount of estimated daily connected transactions
Unit: 100 million yuan
Related party transaction related party transaction content related party transaction pricing contract signed amount or category principle estimated amount
Provide wharf facilities for ships with reference to the market price
The buyer and seller shall provide cargo handling service in Pinghu port area, and determine the purchase and sale of 1.00 goods, acceptance service and spare parts.
If the related party provides wharf facilities for the ship, it shall refer to the market price
The labor services provided by Hexing company in the port area provide cargo handling services, determine 2.50 services, purchase and sale of spare parts and services.
Subtotal 3.50
Note: the above related party transactions are expected to be daily related party transactions in 2022, and the details will be adjusted according to the actual situation within the above limit.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 100 million yuan
Actual hair actual hair
Proportion of actual amount in related party transactions to total amount
Estimated amount of trading capacity difference between estimated amount of similar industries, disclosure date and index category
（%） （%）
Provide for ships
Wharf facilities, On April 13, 2021, Pinghu raised 0.60 1.00 16.61% – 40% in the port area to disclose the announcement on daily related delivery services and easy prediction of spare parts for cargo loading and unloading in 2021 Purchase and sale. (Announcement No.:
Commodity, Baoda cargo handling, 2021043)
Accept logistics storage service, 0.03 0.50 0.82% – 94%
Purchase and sale of related spare parts.
The people’s Republic of China will provide wharf facilities for ships on September 30, 2021, Disclosed report on the estimated public services and spare parts of the 2021 labor Hexing’s annual newly added daily customs clearance company for cargo handling 1.07 1.20 29.51% – 11% joint transaction in the port area (Announcement No.: purchase, sale and service 2021083)
Business.
Subtotal 1.70 2.70 46.94% – 37%
2、 Related person introduction and relationship
(I) Zhejiang Pinghu glass Port Co., Ltd
Legal representative: Shen Zhiming
Registered capital: 128 million yuan
Business scope: providing wharf facilities for ships; Provide cargo handling services in the port area.
Address: room 409, office building, No. 1, Xinggang Road, dushangang Town, Pinghu City, Jiaxing City, Zhejiang Province.
As of December 31, 2021, Pinghu port had unaudited total assets of 196654300 yuan and net assets of 111915900 yuan. In 2021, it realized main business income of 600925 million yuan and net profit of 6.7116 million yuan. Association with listed companies: Zhejiang satellite Holding Co., Ltd., the controlling shareholder of the company, holds 100.00% equity of Pinghu port.
(II) Jiangsu Lianyungang Port Co.Ltd(601008) Hexing Petrochemical Wharf Co., Ltd
Legal representative: Wu Bing
Registered capital: 100 million yuan
Business scope: design and construction of port and waterway engineering; General cargo warehousing services; Road general cargo transportation; Self operated and acting as an agent for the import and export business of various commodities and technologies, except for the commodities and technologies that are restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) licensed projects: port operation (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results) general projects: loading, unloading and handling (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
Domicile: Jiangsu Lianyungang Port Co.Ltd(601008) City, Xuwei new area, Jiangsu Avenue, room 325, building 2, SME park.
As of December 31, 2021, Hexing company had unaudited total assets of 460812700 yuan and net assets of 1396791 million yuan. In 2021, it realized main business income of 1072159 million yuan and net profit of 409747 million yuan. Relationship with listed companies: Zhejiang satellite Holding Co., Ltd., the controlling shareholder of the company, holds 100.00% equity of Hexing company.
(III) Jiaxing Baoda Logistics Co., Ltd
Legal representative: Shen Zhiming
Registered capital: 104.88 million yuan
Business scope: loading, unloading and stacking of goods.
Address: room 420, office building, No. 1, Xinggang Road, dushangang Town, Pinghu City, Jiaxing City, Zhejiang Province.
As of December 31, 2021, Baoda logistics had unaudited total assets of 704039 million yuan and net assets of 668669 million yuan. In 2021, it realized main business income of 3.0551 million yuan and net profit of – 7800 yuan.
Association with listed companies: Zhejiang satellite Holding Co., Ltd., the controlling shareholder of the company, holds 100.00% equity of Baoda logistics.
3、 Main contents of related party transactions
1. Main contents of the transaction:
The parties to the agreement shall follow the principles of equality, mutual benefit, consensus and common development, and the transaction price shall follow the normal business practices under market competition. There is no behavior that damages the interests of the company and shareholders and will not affect the independence of the company. The effective period of the agreement is from the date when the related party transactions are considered and approved by the annual board meeting of satellite chemistry to the date of the next annual board meeting of satellite chemistry.
2. Signing of transaction agreement
Within the scope of the above estimated daily connected transaction limit, sign contracts with the above connected parties on various businesses according to the daily operation, and perform relevant rights and obligations in accordance with the contract.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions between the company and its subsidiaries and the above-mentioned companies are normal business activities required for daily production and operation, meet the needs of production, operation and sustainable development, and can make full use of the resources and advantages owned by the related companies to serve the production and operation of the company and its subsidiaries. The related party transactions follow the principles of fairness, impartiality and openness and do not harm the interests of the company and its shareholders, especially small and medium-sized shareholders, This connected transaction will not affect the independence of the company, and the main businesses of the company and its subsidiaries will not rely on it due to this connected transaction.
5、 Prior approval opinions of independent directors
After careful review, we believe that the expected events of the company’s daily connected transactions in 2022 meet the relevant requirements of laws, regulations and the articles of association, do not violate the principles of fairness, impartiality and openness, do not damage the interests of the company and its shareholders, especially small and medium-sized shareholders, and do not affect the independence of the company. We unanimously agree to submit the company’s proposal on the prediction of daily connected transactions in 2022 to the 13th meeting of the Fourth Board of directors for deliberation.
6、 Opinions of independent directors
After careful review, we believe that the expected daily related party transactions of the company in 2022 meet the relevant requirements of laws, regulations and the articles of association. When the board of directors considered the matter, the related directors avoided voting, and their decision-making procedures are legal and effective. Both parties to the transaction followed the principles of openness, fairness and impartiality, and the transaction price followed the market-oriented pricing, which did not harm the interests of the company and its shareholders, especially the minority shareholders. We unanimously agreed on the company’s daily related party transactions in 2022.
7、 Documents for future reference
1. Resolutions of the 13th meeting of the 4th board of directors of the company;
2. Resolutions of the 12th meeting of the 4th board of supervisors of the company;
3. Prior approval opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the 13th meeting of the Fourth Board of directors.
It is hereby announced.
Board of directors of satellite Chemical Co., Ltd. March 22, 2002
