Securities code: Hunan Xiangjia Animal Husbandry Company Limited(002982) securities abbreviation: Hunan Xiangjia Animal Husbandry Company Limited(002982) Announcement No.: 2022017 Hunan Xiangjia Animal Husbandry Company Limited(002982)
Announcement on ratification of related party transactions and expected daily related party 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、 Overview of estimated daily related party transactions
(I) overview of related party transactions
1. Ratification of related party transactions
In 2021, Hunan Xiangjia Animal Husbandry Company Limited(002982) (hereinafter referred to as “the company”) contracted the steel structure fabrication works of the company’s Xizhou farm, zhonghuapu second branch and other projects through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin due to the construction needs of high-quality chicken farms and other projects.
2. Daily related party transactions
According to the needs of production and operation, the company predicted the daily related party transactions in 2022, including: the company paid the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi, the company sold feed to Yu Zicheng and contracted some steel structure manufacturing projects of the company through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin.
3. Approval procedures for the performance of related party transactions
On March 22, 2022, the ninth meeting of the Fourth Board of directors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022. Related directors Mr. Yu Ziwen, Mr. Xing Weimin and Mr. Wu Zhigang abstained from voting, and the voting result was 6 in favor, 0 against and 0 abstention. On March 22, 2022, the sixth meeting of the Fourth Board of supervisors of the company considered and adopted the proposal on ratification of related party transactions and expected daily related party transactions in 2022. The voting result was 3 in favor, 0 against and 0 abstention.
In accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this ratification is closed
The connected transactions and the daily connected transactions in 2022 are expected to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) category and amount of daily connected transactions in 2022
Amount of related party transactions disclosed by related parties in the year 2022
Amount (10000 yuan) (10000 yuan) (10000 yuan)
Wu Xianqing, Xing GUI
Purchased goods / Fang, Yang Quanzhen, payment of maintenance fee, market fair price 200.00 12.90 142.31, accepting labor services Yu Zicheng, Tang Zhi
Jun, Tu Yizhi
Fair price of goods sold / feed sold by Yu Zicheng
Provision of labor services 100.00 10.38 67.04
Contract project Yu Zilin contract project market fair price 500.00 17.88 441.24
Total — 800.00 41.16 650.59
2、 Information of related parties
(I) basic information
1. Mr. Wu Xianqing’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
2. Ms. Xing Guifang’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
3. Ms. Yang Quanzhen’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
4. Mr. Yu Zicheng’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
5. Mr. Tang Zhijun’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
6. Mr. Tu Yizhi’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
7. Mr. Yu Zilin’s residence is located in Baofeng Development Zone, Shimen, Hunan Province
(1) Shimen tianaluminum steel structure processing factory
Company type: individual business
Operator: Yang Jianwei
Registered capital: 100000 yuan
Address: Group 4, moon mountain community, Baofeng street, Shimen County, Changde City, Hunan Province
Date of establishment: July 27, 2020
Main business: Manufacture and sale of metal products; Manufacturing, sales, maintenance, processing and installation of mechanical equipment; Mechanical equipment by
Operating lease; Sales of building materials, plastic products, hardware products and cement concrete prefabricated components.
Description of related relationship: Yang Jianwei, the operator of Shimen tianaluminum steel structure processing plant, is Yu Zilin’s son-in-law. Yu Zilin confirmed that Shimen tianaluminum steel structure processing plant is actually controlled by Yu Zilin.
(2) Shimen Tianxin steel structure processing factory
Company type: individual business
Operator: Yang Jindong
Registered capital: 100000 yuan
Address: group 2, tiangongshan community, Baofeng street, Shimen County, Changde City, Hunan Province
Date of establishment: February 20, 2019
Main business: Manufacture and sale of metal products and mechanical equipment, maintenance and installation services; Operating and leasing services of mechanical equipment; Sales of building materials, steel and hardware products; Manufacture and sale of cement products and concrete structural members; Human resource outsourcing services.
Description of related relationship: Yang Jindong, the operator of Tianxin steel structure processing plant in Shimen County, is Yu Zilin’s daughter-in-law. Yu Zilin confirmed that Shimen Tianxin steel structure processing plant is actually controlled by Yu Zilin.
(II) relationship
Wu Xianqing: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Xing Guifang: sister of Xing Weimin, the actual controller of the company;
Yang Quanzhen: the shareholder of the company and the actual controller, Yu Ziwen’s wife and sister;
Yu Zicheng: the cousin of Yu Ziwen, the actual controller of the company;
Tang Zhijun: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Tu Yizhi: cousin of Yang Wenju, wife of Xing Weimin, the actual controller of the company;
Yu Zilin: brother of Yu Ziwen, the actual controller of the company.
(III) performance capability analysis
Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun, Tu Yizhi and Yu Zilin are not dishonest Executees, and their performance is good.
3、 Main contents of related party transactions
(I) main contents of related party transactions
1. Ratification of related party transactions
In 2021, due to the construction needs of high-quality chicken farms and other projects, Yu Zilin contracted the steel structure fabrication works of the company’s Xizhou farm, Zhonghe Pu No. 2 branch and other projects through the Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin, with a transaction amount of 4.4124 million yuan.
2. Daily related party transactions in 2022
The daily related party transactions in 2022 include: the company pays maintenance fees to related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi, the company sells feed to Yu Zicheng and Yu Zilin contracts some projects of the company.
(II) signing of related party transaction agreement
1. Ratification of related party transactions
The company signed the project contracting agreement with Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin, referring to the price of similar projects in the market at the same time.
2. Daily related party transactions in 2022
According to the actual breeding situation of Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi, the company signed the meat and poultry breeding recycling contract for each breeding batch; At the beginning of the year, the company signed the feed sales contract with Yu Zicheng, and the price was adjusted every half a month with reference to the market situation; The company signed the project contracting agreement with Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant, referring to the prices of similar projects in the market at the same time.
(III) pricing basis of related party transactions
The company pays the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi. The transaction price is based on the company’s maintenance fee price system and with reference to the company’s payment of maintenance fee to other maintenance households in the same period; The company sells feed to Yu Zicheng, and the transaction price is fully based on the market price. It is adjusted according to the market price every half a month, which is the same as the feed price sold to other customers in the same period; The price of Yu Zilin’s contracted project shall refer to the price of similar projects in the market at the same time; The above-mentioned related party transactions follow the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no harm to the interests of the company.
4、 Purpose of related party transactions and its impact on Listed Companies
The company’s ratification of related party transactions and the expected daily related party transactions in 2022 belong to the normal business scope of the company’s production and operation activities and meet the actual operation and development needs of the company. Related party transactions follow the principles of openness, fairness and impartiality, the pricing of related party transactions is reasonable, and there is no situation that damages the interests of the company and all shareholders. The company will not rely on related parties because of the above transactions, nor will it affect the independence of the company.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company carefully reviewed the proposal on the ratification of related party transactions and the expected daily related party transactions in 2022 submitted by the company and held that: (1) the price of the contracted projects of Shimen tianaluminum steel structure processing plant and Shimen Tianxin steel structure processing plant actually controlled by Yu Zilin refers to the price of similar projects in the market at the same time; (2) The company pays the maintenance fee to the related parties Wu Xianqing, Xing Guifang, Yang Quanzhen, Yu Zicheng, Tang Zhijun and Tu Yizhi. The transaction price is based on the company’s maintenance fee price system and with reference to the company’s payment of maintenance fee to other maintenance households in the same period; The company sells feed to Yu Zicheng, and the transaction price is fully based on the market price. It is adjusted according to the market price every half a month, which is the same as the feed price sold to other customers in the same period. The above-mentioned related party transactions follow the principles of equality, voluntariness, mutual benefit, fairness and fairness, and there is no harm to the interests of the company. Therefore, it is agreed to submit the proposal on ratification of related party transactions and expected daily related party transactions in 2022 to the ninth meeting of the Fourth Board of directors of the company for deliberation.
Independent opinions expressed by independent directors: the company’s ratification of related party transactions and the expected daily related party transactions in 2022 comply with the provisions of the articles of association, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations. The above related party transactions are carried out in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the decision-making procedures are legal and effective; The transaction price is determined according to the market price, and the pricing is fair. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. The related directors complied with the avoidance voting system, and the procedure was legal and effective. Therefore, we agree to the ratification of related party transactions and the expected daily related party transactions in 2022.
6、 Opinions of the board of supervisors
The company’s ratification of related party transactions and the expected daily related party transactions in 2022 are based on the principle of fairness, the price is fair and reasonable, will not have a significant impact on the company’s financial status, operating results and independence, and will not damage the legitimate rights and interests of the company and all shareholders. Therefore, the board of supervisors agreed to the company’s ratification of related party transactions and related matters of daily related party transactions expected in 2022.
7、 Opinions of the sponsor
Hunan Xiangjia Animal Husbandry Company Limited(002982) this ratification of related party transactions and the expected daily related party transactions in 2022 have been deliberated and approved at the 9th meeting of the 4th board of directors of the company, and the related directors avoided voting. After deliberated and approved at the 6th meeting of the 4th board of supervisors, the independent directors expressed their consent opinions and prior approval opinions. In accordance with the relevant provisions of the stock listing rules of Shenzhen Stock Exchange and the articles of association, The company’s ratification of related party transactions and the expected daily related party transactions in 2022 need to be submitted to the company’s 2021 annual general meeting for deliberation. The related party transactions of the company have fulfilled the necessary review procedures and comply with the requirements of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange listed companies self regulatory guidance No. 1 – standardized operation of listed companies on the main board and other documents, as well as the provisions of the articles of association. The above related party transactions will not harm the interests of the company and all shareholders. The recommendation institution has no objection to Hunan Xiangjia Animal Husbandry Company Limited(002982) this ratification of related party transactions and the expected daily related party transactions in 2022.
8、 Documents for future reference
1. Resolution of the 9th meeting of the 4th board of directors;
2. Independent opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors;
3. Prior approval opinions of independent directors on matters related to the ninth meeting of the Fourth Board of directors; 4. Verification opinions of Minsheng Securities Co., Ltd. on Hunan Xiangjia Animal Husbandry Company Limited(002982) ratification of related party transactions and expected daily related party transactions in 2022 issued by Minsheng Securities Co., Ltd. It is hereby announced.
Hunan Xiangjia Animal Husbandry Company Limited(002982) board of directors March 23, 2022
