Securities code: Anhui Zhongyuan New Materials Co.Ltd(603527) securities abbreviation: Anhui Zhongyuan New Materials Co.Ltd(603527) Announcement No.: 2022026 Anhui Zhongyuan New Materials Co.Ltd(603527)
Announcement on 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:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
Impact of daily related party transactions on Listed Companies: this daily related party transaction complies with the provisions of relevant laws, regulations and systems, the price of related party transactions follows the principle of fairness, conforms to the best interests of the company and all shareholders, and does not damage the legitimate rights and interests of non related shareholders. This transaction will not affect the independence of the company, and the company’s main business will not rely heavily on related parties due to such transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberations of the board of directors
On March 25, 2022, Anhui Zhongyuan New Materials Co.Ltd(603527) (hereinafter referred to as “the company”) held the 12th meeting of the 4th board of directors, which deliberated and adopted the proposal on the expected daily connected transactions in 2022.
The proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
2. Deliberation of the board of supervisors
On March 25, 2022, the company held the 9th meeting of the 4th board of supervisors, which deliberated and adopted the proposal on the expected daily connected transactions in 2022.
The proposal of the company needs to be submitted to the annual general meeting of shareholders in 2021.
3. Prior approval opinions and independent opinions of independent directors
The independent directors of the company gave their prior approval and independent opinions on the proposal on the expected daily connected transactions in 2022: before the meeting of the board of directors, the company had fully communicated with us on the daily connected transactions and obtained our prior approval. After verification, the daily related party transactions between the company and its wholly-owned subsidiaries and related parties are priced in accordance with the principles of fairness, rationality and consensus. There is no damage to the interests of the company or minority shareholders, and it is in line with the interests of the company and non related shareholders. Daily connected transactions do not affect the independence of the company, and the main business income and profit sources of the company do not depend on the above daily connected transactions. The contents and decision-making procedures of this connected transaction comply with the provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange (revised in January 2022) and the articles of association. We unanimously agreed on this day-to-day connected transaction and submitted this proposal to the 2021 annual general meeting of shareholders for deliberation.
(II) prediction and implementation of daily connected transactions in 2021
Currency: RMB unit: 10000 yuan (excluding tax)
The reason for the large difference between the estimated amount and the actual amount of the related party transactions
Anhui Yitong international 15 Shenzhen Tagen Group Co.Ltd(000090) 850.02 was purchased from related parties. The company purchased according to the production situation of Shengmai raw material resources Co., Ltd
Note: the actual amount from May to December 2021 is 6759297 million yuan.
The actual amount from January to February 2022 is 232570500 yuan.
(III) estimated amount and category of daily connected transactions
Currency: RMB unit: 10000 yuan (excluding tax)
At the beginning of this year, the estimated amount of related party accounts for the same kind this time. From February 28, the actual amount of the same kind in the previous year and the estimated business ratio of related parties in the previous year are different from the inter related business amount category amount (%) person cumulative amount (%)
Easy amount
Xiangguan Anhui post
Lianrentong international 150,023257093955
Purchase resources 00 20 5.37 14.60 none
Raw materials Co., Ltd
Note: the estimated daily connected transactions are the estimated daily connected transactions that will occur from the date of deliberation and approval of the 2021 annual general meeting of shareholders to the date of holding the 2022 annual general meeting of shareholders.
2、 Introduction and relationship of related parties
(I) basic information of related parties
Enterprise name: Anhui Yitong International Resources Co., Ltd. (hereinafter referred to as “Yitong resources”)
Type: other limited liability companies
Legal representative: Wang Jiabin
Registered capital: twenty million yuan only
Date of establishment: November 24, 2016
Address: room b2-306, Wuhu cross border e-commerce Industrial Park, Xuefu Commercial Plaza, No. 138, Jiuhua North Road, Longshan street, Wuhu District, China (Anhui) pilot Free Trade Zone
Main business: mineral resources development and sales; Sales of metals, non-ferrous metals and their products; Coal sales; Sales of building materials; Sales of automobiles, auto parts and related equipment, raw and auxiliary materials; Provide technical services for automotive products; Logistics scheme design; International and Chinese freight forwarders; Storage, loading and unloading and handling services of ordinary goods (excluding dangerous chemicals, highly toxic chemicals and precursor chemicals); Sales of chemical raw materials and products (except dangerous chemicals, highly toxic chemicals and precursor chemicals), computers and communication equipment (including online sales); Computer software development and technical services; Import and export of goods or technologies (excluding those prohibited by the state or involving administrative examination and approval).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholders: Anhui Anhui Zhongyuan New Materials Co.Ltd(603527) Investment Co., Ltd. holds 50%, and Ruiyuan International Resources Investment Co., Ltd. holds 50%.
(II) relationship with listed companies
According to the relevant provisions of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022), Yitong resources is not an affiliate of the company. However, since an executive of the company serves as the supervisor of Yitong resources, the company still recognizes Yitong resources as an affiliate of the company with reference to the provisions of article 6.3.3 of the stock listing rules of Shanghai Stock Exchange (revised in January 2022) and from the perspective of prudence.
(III) performance capability analysis
The daily related party transactions between the company and its wholly-owned subsidiaries and related parties are mainly the purchase of raw material electrolytic copper from related parties to meet the needs of the company’s normal production and operation. They all have sufficient performance capacity and will not cause losses to the company.
3、 Main contents and pricing policies of related party transactions
The daily related party transactions between the company and its wholly-owned subsidiaries and related parties are mainly the purchase of raw material electrolytic copper from related parties. The related party transaction is conducted on the principles of voluntariness, equality, mutual benefit and fairness, and there is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. The pricing of the related party transaction is based on the market price and follows the market principles of fairness, justice, equivalence and compensation, which will not damage the interests of the company and other shareholders. The specific related party transaction agreement shall be signed when the actual purchase occurs.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and its wholly-owned subsidiaries and related parties are normal business activities and meet the needs of the company’s normal production and operation. The related party transaction is conducive to give full play to the respective advantages of the company and related parties, make mutual use of the market, qualification and other resources of all parties, realize win-win cooperation and common development, and is conducive to the development of the company.
The related party transaction is based on the market price and determined by both parties through negotiation. The pricing is fair and the settlement time and method are reasonable. There is no behavior that damages the interests of the company, non related shareholders and minority shareholders, and will not have an adverse impact on the company’s sustainable operation ability and asset independence. The company’s main business or income and profit sources will not form a great dependence on the above related party transactions.
It is hereby announced.
Anhui Zhongyuan New Materials Co.Ltd(603527) board of directors March 28, 2022
