About Zhejiang Huatong Meat Products Co.Ltd(002840)
Add verification opinions on daily purchase of feed related party transactions
Wanlian Securities Co., Ltd. (hereinafter referred to as "sponsor" and "Wanlian securities") as Zhejiang Huahua
Recommendation machine for non-public offering of Tong meat products Co., Ltd. (hereinafter referred to as "the company" and " Zhejiang Huatong Meat Products Co.Ltd(002840) ")
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the continuous supervision and recommendation institution of convertible corporate bonds
The daily related party transactions of the shares have been verified as follows:
1、 Basic information of related party transactions
(I) overview of related party transactions
In 2022, Zhejiang Huatong Meat Products Co.Ltd(002840) and its subsidiaries (hereinafter referred to as "the company") will purchase daily feed products from the related party joint-stock company Zhengda feed (Yiwu) Co., Ltd. (hereinafter referred to as "Zhengda feed"), and it is expected that the daily purchase of feed related transactions with them will not exceed 335 million yuan in 2022. (II) estimated amount of this related party transaction
Unit: 10000 yuan
Connected transactions connected transactions from the beginning of the year to 2022
Category related party easy content pricing principle newly added estimated amount February 28, 2014 amount incurred in the previous year amount incurred
Daily purchase of Zhengda feed raw material cost reinforcement
Expected processing cost 335 Shenzhen Sdg Information Co.Ltd(000070) 92871503491
(III) review of related party transactions with Zhengda feed in the first 12 months
1. On April 14, 2021, the company held the 8th meeting of the 4th board of directors, deliberated and approved the proposal on the prediction of the company's daily related party transactions in 2021, and agreed that the company and its subsidiaries should purchase daily related party transactions from Zhengda feed
For the purchase of feed products, it is expected that the total amount of daily connected transactions added by the company to Zhengda feed in 2021 will not exceed 6000
Ten thousand yuan.
2. On September 29, 2021, the company held the 13th meeting of the Fourth Board of directors, deliberated and approved the proposal on the estimated amount of daily related party transactions of the company, and agreed that the company and its subsidiaries would purchase feed products from Zhengda feed daily. It is expected that the total amount of daily related party transactions of the company in 2021 will not exceed 9800 yuan, or more
The proposal has been deliberated and passed at the fourth extraordinary general meeting of shareholders in 2021.
3. On December 24, 2021, the company held the 15th meeting of the Fourth Board of directors, deliberated and approved the proposal on the prediction of related party transactions of daily purchase of feed by the company, and agreed that the company and its subsidiaries would purchase feed products from Zhengda feed. It is expected that the total amount of related party transactions of daily purchase of feed by the company and its subsidiaries in 2022 will not exceed 85 million yuan.
2、 Related person introduction and relationship
(I) basic information
Zhengda feed (Yiwu) Co., Ltd
Unified social credit Code: 91330782ma29lnxt3a
Legal representative: Zhou Yongshun
Registered capital: 57 million yuan
Business scope: general items: Sales of feed, feed additives, livestock and poultry products, aquatic products, feed raw materials, grease and oil; Veterinary drug management; And technical management services related to the above products; Feed production (except those involving the implementation of Special Administrative Measures for foreign investment access stipulated by the state).
Address: No. 61 Qiannan street, Yiting Town, Yiwu City, Zhejiang Province (self declaration)
Date of establishment: May 25, 2017
Business term: May 25, 2017 to May 24, 2067
Company type: limited liability company (foreign investment, non sole proprietorship)
Financial status: by the end of December 2021, the total assets of Zhengda feed were 1400219 million yuan and the net assets were 585995 million yuan; From January to December 2021, the operating revenue was 265819000 yuan and the net profit was 3938900 yuan (the above data were not audited).
(II) relationship with the company
Zhengda feed is a company in which the company holds 15% shares. Zhu Jianjun, chairman and general manager of the company, holds the position of director in Zhengda feed, thus forming a related party with the company, which is in line with the provisions of the stock listing rules of Shenzhen Stock Exchange.
(III) performance capability analysis
Zhejiang Huatong Meat Products Co.Ltd(002840) from the financial situation of the above related parties and the actual on-site investigation, it is considered that Zhengda feed has the ability to perform the contract. After inquiry, Zhengda feed does not belong to the dishonest executee.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The transaction pricing policy and basis of the company's daily purchase of feed from Zhengda feed is to determine the purchase unit price based on the reasonable raw material cost and fixed processing cost. The purchase price is reasonable, and the signing of the purchase contract is in line with the principles of fairness and impartiality. The specific transaction price composition, payment arrangement and settlement method are detailed in the following contents.
1. Purchase unit price: calculate the material cost according to the raw and auxiliary package price and formula determined by both parties, plus reasonable expenses, as the purchase settlement unit price. This price is tax inclusive.
2. Settlement method: it shall be settled according to the bill of lading and monthly settlement of Party A, and Party A shall pay the payment for this batch of goods within 3 working days after receiving the invoice.
3. Liability for breach of contract: if Party B fails to deliver the goods according to the time agreed in the contract or the quantity and quality of the goods are inconsistent with the contract, Party A has the right to reject the goods and Party A has the right to terminate the contract. And the expenses incurred thereby, such as inspection, transportation, replenishment, insurance, warehousing, loading and unloading and other direct losses, shall be borne by Party B. Party A has the right to require Party B to bear all losses caused by infectious diseases such as African swine fever in Party A's farm due to adverse biosafety control (identified by a third-party authority). In case of disputes caused by one party's breach of contract, the breaching party shall bear the other party's losses such as litigation fees, lawyer fees, appraisal fees, notarization fees and so on. If the contract is terminated not due to Party A, Party A has the right to require Party B to pay liquidated damages of 30% of the total contract price. If the liquidated damages are insufficient to compensate for the losses, Party A shall also compensate for the losses.
4. This purchase contract shall come into force after being signed and sealed by both parties, and shall be valid for one year. After expiration, both parties can renew it by consensus.
Party A refers to Zhejiang Huatong Meat Products Co.Ltd(002840) or its subsidiaries, and Party B refers to Zhengda feed. (II) signing of related party transaction agreement
The above companies and subsidiaries have reached an agreement with Zhengda feed on the contents of the above procurement contract. At present, the new above procurement contract has not been signed for the new daily procurement feed in 2022.
4、 Purpose and impact of related party transactions on the company
The daily related party transactions between the company and its subsidiaries and Zhengda feed are necessary for the operation of the company and belong to normal commercial transactions. It is expected that the related daily related party transactions will continue in the future operation. However, with the company's wholly-owned feed subsidiaries put into operation in 2022, it is expected that the number of related purchased feed will gradually decline. This connected transaction is fair and reasonable, and there will be no damage to the interests of the company, shareholders, especially minority shareholders. The amount of related party transactions accounts for a small proportion of the company's operating revenue, which will not have a significant impact on the company's current and future financial status and operating results, affect the company's independence, and the company will not rely on related parties.
5、 Review procedure
(I) resolution of the board of directors
On March 22, 2022, the company held the 18th meeting of the 4th board of directors, deliberated and adopted the proposal on increasing the estimated amount of connected transactions of daily purchased feed. The connected directors Zhu Jianyong, Zhu Jianjun, Zhu Genxi and Zhu Kai avoided voting, and the other four non connected Directors voted in favor.
(II) opinions of independent directors
The independent director approved the written opinion in advance: after verification, we believe that the daily related party transactions expected to increase in the purchase of feed products from the related party Zhengda feed (Yiwu) Co., Ltd. by the company and its subsidiaries are normal business transactions and belong to normal commercial transactions. The pricing and payment terms of related party transactions are reasonable and fair, and there is no damage to the interests of the company, shareholders, especially minority shareholders. It is expected that the increase of daily related party transaction quota will not adversely affect the independence of the company, and the company will not rely on relevant related parties. Therefore, we agree that the company will submit the proposal on increasing the estimated amount of connected transactions in daily purchase of feed to the board of directors for deliberation. At the same time, the affiliated directors shall avoid voting.
Independent opinions expressed by independent directors: after verification, we believe that the decision-making procedures of daily related party transactions of the company's expected new purchase of feed from the participating company Zhengda feed (Yiwu) Co., Ltd. in 2022 comply with the company law and other relevant laws and regulations, the articles of association, the decision-making system of related party transactions and other provisions, and the pricing and payment conditions of related party transactions follow the principles of fairness and rationality, It will not adversely affect the independence and standardized operation of the company, nor will it damage the interests of the company and shareholders, especially minority shareholders. Therefore, we agree to the proposal of the company on increasing the estimated amount of connected transactions in daily purchase of feed.
(III) opinions of the board of supervisors
After review, the board of supervisors believes that the increase in daily purchase of feed products from the joint-stock company Zhengda feed in 2022 is a normal commercial transaction, which is in line with the actual situation of the company's normal production and operation activities. The estimated price and payment conditions of related party transactions follow the principles of rationality and fairness, will not have an adverse impact on the independence of the company, and there is no transfer of benefits to related parties, It will not harm the interests of the company, shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal on increasing the estimated amount of connected transactions in daily purchase of feed.
After the proposal is approved by the board of directors of the company, it needs to be submitted to the general meeting of shareholders for deliberation. Shareholders interested in the related party transaction will avoid voting.
6、 Opinions of the sponsor
After verification, the recommendation institution believes that:
1. This related party transaction of the company is a normal business operation, and the related party transaction will not affect the independence of the company. The pricing of related party transactions follows the principles of fairness, impartiality and fairness, and there is no violation of relevant laws, regulations, articles of association or damage to the interests of the company and shareholders, especially minority shareholders.
2. The matters related to this connected transaction have been deliberated and approved by the board of directors and the board of supervisors of the company, the relevant connected directors have abstained from voting, the independent directors have approved in advance and expressed clear consent, and need to be submitted to the general meeting of shareholders for deliberation. The decision-making procedures comply with the provisions of relevant laws, regulations and the articles of association, and the decision-making procedures are legal and effective. The recommendation institution has no objection to the above related party transactions of the company.
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Sponsor representative:
Ma Hui, LV Xiaonan
Wanlian Securities Co., Ltd
