Securities code: Angel Yeast Co.Ltd(600298) securities abbreviation: Angel Yeast Co.Ltd(600298) Lin No. 2022031 Angel Yeast Co.Ltd(600298)
Announcement on confirming the implementation of daily connected transactions in 2021 and the prediction of 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: the transactions between the company and related parties do not damage the interests of the company and all shareholders, will not have an adverse impact on the current and future financial status and operating results of the company, will not affect the independence of listed companies, and the company will not rely on related parties for such transactions.
1、 Forecast and actual situation of daily connected transactions in 2021
Unit: 10000 yuan
Description of the actual difference between the estimated amount of 2021 and the estimated amount of related parties in the category of related party transactions
Purchase raw materials from related parties and accept them
Provide relevant products and services, sell relevant products to the related parties of Xinjiang Nongken modern 26 Chengdu Xinzhu Road&Bridge Machinery Co.Ltd(002480) .23 difference, or provide minor services of service Sugar Industry Co., Ltd
Lease out assets to related parties, lease in biological differential assets of Hubei angel, and provide or sell 66 60.74 small products of Related Group Co., Ltd. to related parties
Selling related assets to related parties or producing Tibet Angel biological 20 indifference Technology Co., Ltd
Hubei Anqi flower picking is expected to purchase relevant products from related parties. 50 items of tea technology Co., Ltd. have not actually occurred between companies
Yichang Angel biology is expected to provide related services to related parties, and 80 items of Agricultural Technology Co., Ltd. have not actually occurred between companies
Purchase related products from related parties, entrust Wuhan baolichen food 25502531.31 difference and entrust related parties to sell related products Co., Ltd
Wuhan baoaoli expects to entrust related parties to sell related products, and 450 e-commerce items have not actually occurred among limited companies
Total 56995092.28
The 25th meeting of the 8th board of directors deliberated and approved the proposal on the confirmation of the company's daily connected transactions in 2020 and the prediction of daily connected transactions in 2021, and the 34th meeting of the 8th board of directors deliberated and approved the proposal on adjusting the prediction of the company's daily connected transactions in 2021, In 2021, the accumulated amount of daily related party transactions between the company and its subsidiaries and the above related parties did not exceed the annual estimated amount of daily related party transactions.
2、 Basic information of daily connected transactions in 2022
(I) review procedures for expected performance of daily connected transactions
1. On March 24, 2022, the 16th meeting of the audit committee of the eighth board of directors of the company deliberated and approved the proposal on the confirmation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. The related members Xiao Minghua and Mei Haijin avoided voting, and other unrelated joint members deliberated and approved the proposal with 5 affirmative votes, 0 negative votes and 0 abstention, It is agreed to submit the matter to the 39th meeting of the eighth board of directors for deliberation. The audit committee of the board of directors issued a written audit opinion. 2. The independent directors of the company approved the prediction of the daily connected transaction in advance, expressed independent opinions and agreed to submit the matter to the 39th meeting of the eighth board of directors for deliberation.
3. On March 25, 2022, the 39th meeting of the eighth board of directors of the company considered the proposal on the confirmation of the company's daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. The related directors Xiong Tao, Xiao Minghua, Mei Haijin, Wang Xishan and Yao Juan avoided voting, and the other unrelated directors considered and approved the proposal with 6 votes in favor, 0 votes against and 0 abstentions.
4. The procedures of the board of directors of the company to review the proposal on daily connected transactions comply with the provisions of laws and regulations such as the Listing Rules of Shanghai Stock Exchange and the articles of association.
5. This daily connected transaction does not belong to the major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
(II) expected category and amount of this daily connected transaction
Unit: 10000 yuan
From the beginning of this year in 2022 to the disclosure of the difference between the actual estimated amount of this year in 2021 and the estimated amount of related parties in the category of related transactions and the accumulated amount actually incurred in the previous year
Sell related products related to the production and operation of Hubei Angel biology to related parties for 0.33 and 60.74 yuan, and pay the lease of intangible related assets, the use fee of 600 assets of the Group Co., Ltd. and other leased in and leased out properties
Sell Tibet Angel biological 200 6.76 20 production and operation related products Technology Co., Ltd. to related parties
Selling Hubei Angel flowers to related parties
Related products tea products Technology Co., Ltd. 100-0 production and operation needs company
Sales to related parties
Yichang Angel biological production and operation of related products need to provide 10-0 requirements of Xiangxiang Agricultural Technology Co., Ltd. to related parties, sell products, provide related technical services, and accept 700 technical services provided by related parties
Relevant technical services
Hubei Anqi Xiaoshi 100 0.27 0 production and operation related products Tea Co., Ltd. sold to related parties
Sales to related parties
The production and operation of the related product angel bio-0 needs to provide related parties with 150 related technical services of Xiang Technology Co., Ltd
Purchase 5850 products or services related to production and operation from related parties, purchase raw materials, sell 3900 materials of Xiangxiang Food Co., Ltd. to related parties and sell related products
Purchase Yichang Xiwang 42.15 million yuan of products that need to be closed for production and operation from related parties, purchase raw materials, sell 200 materials of Xiangyang food Co., Ltd. and sell closed products to related parties
Total 1218000189037261205
The company's daily related party transactions in 2022 may be different from the actual situation. The company will adjust the amount of various related party transactions between related parties within the scope of the total amount of the estimated amount under consideration according to the actual business situation, and the total amount will not exceed the expected amount.
3、 Introduction to related parties
(I) basic information
1. Hubei Angel biological Group Co., Ltd
Address: No. 168, Chengdong Avenue, Yichang City
Company type: limited liability company (solely state-owned)
Legal representative: Xiong Tao
Registered capital: two hundred and fourteen million nine hundred and sixty thousand yuan only
Date of establishment: September 18, 1997
Business term: long term
Business scope: research and development of biochemical products; Biochemical equipment processing and engineering installation; Installation mode of biochemical automatic control instrument and electrical microcomputer engineering; Operate the export business of technologies developed and scientific and technological products produced by the company and its directly affiliated enterprises; Operate the import business of technology, raw and auxiliary materials, mechanical equipment, instrument and meter spare parts required for scientific research and production of the company and its directly affiliated enterprises; Operate the company and its directly affiliated enterprises' incoming processing and "three supplies and one compensation" business.
Hubei Angel biological Group Co., Ltd. (hereinafter referred to as Angel Group) is the controlling shareholder of the company, holds 39.56% of the shares of the company, and is the affiliated legal person of the company. As of December 31, 2020, angel group had total assets of 11132960400 yuan, net assets of 6494820700 yuan, operating income of 8933272400 yuan and net profit of 1412958500 yuan. (the above data has not been audited)
2. Tibet Angel Biotechnology Co., Ltd
Address: Room 403, venture capital building, Dixin village, Tiba Township, Naidong District, Shannan City, Tibet Autonomous Region
Company type: one person limited liability company
Legal representative: Du Weili
Registered capital: five million yuan only
Date of establishment: May 19, 2021
Business term: May 19, 2021 to April 11, 2072
Business scope: general items; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research and development of fermentation process optimization technology; Research and development of biochemical product technology; Sales of food additives; Sales of agricultural and sideline products; Internet sales (except sales of goods requiring license); Sales of feed raw materials; Sales of feed additives; Fertilizer sales; Sales of special chemical products (excluding hazardous chemicals); Primary Shenzhen Agricultural Products Group Co.Ltd(000061) acquisition; Licensed projects; Food business; Food business (selling bulk food); Food business (sales of prepackaged food); Food Internet sales; Food Internet sales (sales of prepackaged food); Food import and export; Import and export of goods; Technology import and export (the above business scope shall be subject to the approval of the registration authority).
Tibet Angel Biotechnology Co., Ltd. is a wholly-owned subsidiary of Angel Group, the controlling shareholder of the company, and is an affiliated legal person of the company.
As of December 31, 2021, Tibet company had total assets of 4.4797 million yuan, net assets of 4.6976 million yuan, operating income of 5.397 million yuan and net profit of -3023 million yuan. (unaudited data)
3. Hubei Anqi Caihua Tea Technology Co., Ltd
Address: No. 58, Xingfu Avenue, yuyangguan Town, Wufeng Tujia Autonomous County (Caihua tea industry science and Technology Park)
Company type: other limited liability companies
Legal representative: Du Weili
Registered capital: five million yuan only
Date of establishment: April 29, 2021
