Securities code: Zhejiang Huatong Meat Products Co.Ltd(002840) securities abbreviation: Zhejiang Huatong Meat Products Co.Ltd(002840) Announcement No.: 2022034 Zhejiang Huatong Meat Products Co.Ltd(002840)
Announcement on increasing the estimated amount of daily purchase feed related party transactions
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、 Overview of daily connected 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" or "the company") will purchase daily feed products from the related party's joint-stock subsidiary Zhengda feed (Yiwu) Co., Ltd. (hereinafter referred to as "Zhengda feed"). It is estimated that the total amount of daily feed related party transactions with the company in 2022 will not exceed 335 million yuan.
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.
After the proposal is considered and approved by the board of directors, it needs to be submitted to the general meeting of shareholders for deliberation, and the shareholders interested in the connected transaction will withdraw from voting.
(II) it is estimated that the category and amount of this new connected transaction
Unit: 10000 yuan
Related party transactions related party transactions new related party transactions expected to occur from the beginning of the year to 2022 the amount of pricing principles for related party content of the previous year the amount incurred on February 28, 2012
Daily purchase Zhengda feed purchase raw material cost reinforcement 335007092.871503491 feed fixed processing cost
(III) actual situation of related party transactions of daily purchase of feed in 2021
Unit: 10000 yuan
Actual hair actual hair
The proportion of the actual amount of related funds in the estimated amount of related funds
Disclosure date and index of trading volume of traders and estimated amount of similar industries
Category content proportion difference
（%）
On April 16, 2021, the company shut down the Internet at cninfo（ http://www.cn.info.com.cn. ）The announcement on the pre procurement of daily related party transactions in 2021, Zhengda procurement 1503491158001.7% 765.09 (2021050) and the company's raw material feed on cninfo.com on September 30, 2021（ http://www.cn.info.com.cn. ）Announcement on increasing the estimated amount of daily connected transactions (2021107)
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, with a net capital of
The output is 585995 million yuan; From January to December 2021, the operating revenue was 265819000 yuan and the net profit was 39389 yuan
10000 yuan (the above data has not been 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
Based on the financial situation of the above related parties and the actual on-site investigation, the company believes 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 any dispute arising from one party's breach of contract, the breaching party shall bear the other party's legal fees, lawyer fees, appraisal fees, notarization fees and other losses arising from the protection of rights. 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、 Independent directors approve written opinions and independent opinions in advance
(I) written opinions approved by independent directors 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.
(II) 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 subsidiary 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 the pricing and payment conditions of related party transactions follow the principles of fairness and reasonableness, which will not have an adverse impact on the independence and standardized operation of the company, It will not harm the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to the proposal of the company on increasing the estimated amount of connected transactions in daily purchase of feed.
6、 Opinions of the board of supervisors
The increase of the company's daily related party transactions of purchasing feed products from the participating subsidiary Zhengda feed (Yiwu) Co., Ltd. in 2022 is expected to be a normal commercial transaction, which is in line with the actual situation of the company's normal production and operation activities. The expected price and payment terms 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.
7、 Opinions of the sponsor
After verification, the sponsor Wanlian Securities Co., Ltd. believes that the related party transactions of the company belong to normal business operations, and the related party transactions 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. 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. 8、 Documents for future reference
1. Resolutions of the 18th meeting of the 4th board of directors;
2. Resolutions of the 14th meeting of the 4th board of supervisors;
3. Independent opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors of the company; 4. Prior approval opinions of independent directors on matters related to the 18th meeting of the Fourth Board of directors of the company; 5. Verification opinions of Wanlian securities on the company's increase in daily purchase of feed related party transactions.
It is hereby announced
Zhejiang Huatong Meat Products Co.Ltd(002840) board of directors March 23, 2022
