Securities abbreviation: Kweichow Moutai Co.Ltd(600519) securities code: Kweichow Moutai Co.Ltd(600519) No.: pro 2022007 Kweichow Moutai Co.Ltd(600519)
Announcement on daily connected transactions
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.
1、 Overview of related party transactions
In order to take advantage of the advantages of the company’s controlling shareholder China Kweichow Moutai Co.Ltd(600519) distillery (Group) Co., Ltd. and its holding subsidiaries and other related parties (hereinafter referred to as Maotai Group) to ensure the normal development of the company’s production and operation activities, the company and its holding subsidiaries have had daily related party transactions with Maotai Group in accordance with laws and regulations for many years. In 2022, the company and its holding subsidiaries will continue to carry out daily related party transactions with Maotai Group, and the total transaction amount will not exceed 5% of the audited net assets of the company at the end of 2021 (excluding the amount of related party transactions reviewed and approved by the general meeting of shareholders, the same below).
2、 Introduction to related parties
(I) relationship between related parties
According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Maotai Group is a related party of the company, and the above transactions constitute related party transactions.
(II) main related parties
Company name: China Kweichow Moutai Co.Ltd(600519) distillery (Group) Co., Ltd
Address: No. 4, Dongshan lane, Waihuan East Road, Yunyan District, Guiyang City, Guizhou Province
Registered capital: 10 billion yuan
Legal representative: Ding Xiongjun
Main business: production and operation of alcohol products (main business); Production technology consultation and service of alcohol products; Production and sales of packaging materials and beverages; Catering, accommodation, tourism, logistics and transportation; Import and export trade business; Internet industry; Real estate development and leasing, parking lot management; Education and health; Ecological agriculture.
3、 Main contents of related party transactions
(I) transaction category
In 2022, the company will carry out related party transactions with Maotai Group in terms of daily production and operation, mainly including:
1. Sell Kweichow Moutai Co.Ltd(600519) liquor and series liquor.
2. Purchase organic fertilizer.
3. Purchase transportation, handling and other services.
4. Purchase of raw materials and related supporting services.
5. Entrust to pack some products of series liquor.
6. Purchase “Maotai Maotai Culture Tour” and other services.
7. Leased houses and land use rights.
8. Purchase of comprehensive services.
9. Purchase hotel management and labor services.
10. Purchase waste straw and pit mud disposal services.
11. Receive water supply services and provide steam services.
12. Other related party transactions.
(II) transaction term and amount
The total amount of daily transactions in 2022 shall not exceed 5% of the audited net assets of the company at the end of 2021 (i.e. RMB 9.477 billion). The estimated amount of daily related party transactions is as follows:
(1) The sales of Kweichow Moutai Co.Ltd(600519) liquor and series liquor shall not exceed 5.453 billion yuan.
(2) The purchase of organic fertilizer was 131 million yuan.
(3) The purchase of transportation, handling and other services was 248 million yuan.
(4) The purchase of raw materials and related supporting services was 1.171 billion yuan.
(5) Some products of the entrusted packaging series of wine were 224 million yuan.
(6) The purchase of “Maotai Maotai flavor Culture Tour” and other services was 61 million yuan.
(7) Rental housing and land use rights amounted to 33 million yuan.
(8) The purchase of comprehensive services was 08 million yuan.
(9) The purchase of hotel management and labor services was 66 million yuan.
(10) The purchase of waste straw and pit mud disposal services amounted to 20 million yuan.
(11) Receiving water supply services and providing steam services amounted to 07 million yuan.
(12) Other related party transactions amounted to RMB 08 million.
(III) transaction management
The board of directors of the company authorizes the management to reasonably adjust the amount of daily related party transactions (excluding the sale of Kweichow Moutai Co.Ltd(600519) liquor and series liquor) according to the needs of the company’s production and operation on the premise that the total amount of daily related party transactions in 2022 does not exceed 5% of the audited net assets of the company at the end of 2021.
(IV) pricing principle
1. Sell Kweichow Moutai Co.Ltd(600519) liquor and series liquor to related parties
The selling price is the same as that of the company selling products to other non affiliated distributors or the pricing principle is the same.
2. Other related party transactions
(1) If the transaction is subject to government pricing, the price shall be directly applicable;
(2) If the transaction is subject to the government guided price, the transaction price shall be reasonably determined within the scope of the government guided price;
(3) In addition to the government fixed price or government guided price, if there is a comparable market price or charging standard of an independent third party for the transaction, the transaction price shall be determined with reference to the price or standard;
(4) If there is no comparable independent third party market price for the transaction, the transaction pricing shall be determined by reference to the transaction price with the independent third party;
(5) If there is neither the market price of an independent third party nor the transaction price of an independent third party for reference, the reasonable composition price can be used as the basis for pricing, and the composition price is reasonable cost plus reasonable profit;
(6) Other fair pricing methods.
(V) purpose of the transaction and its impact on the company
The above transactions are normal transactions that need to occur in the daily production and operation of the company, which have no significant impact on the company’s business activities and financial status and will not affect the independence of the company. The overall management of daily connected transactions is conducive to improving the efficiency of decision-making and execution, and is conducive to the sustainable, stable and healthy development of the company.
4、 Review procedures for related party transactions
(I) deliberations of the board of directors
The second meeting of the third board of directors in 2022 deliberated and adopted the proposal on daily connected transactions. Due to related party transactions, when the board of directors of the company considered the above proposal, three related directors (Ding Xiongjun, Li Jingren and Fu Zhigang) avoided voting, and the other three non related Directors voted and passed it unanimously.
(II) prior approval of independent directors
The independent directors of the company approved the proposal on daily connected transactions in advance and agreed to submit it to the second meeting of the third board of directors of the company in 2022 for deliberation.
(III) opinions of independent directors
The independent directors of the company expressed their independent opinions on the proposal on daily connected transactions as follows: the daily connected transactions between the company and related parties are normal transactions required in the daily production and operation of the company. The pricing principle is reasonable, which has no significant impact on the business activities and financial status of the company and will not affect the independence of the company. The overall management of daily connected transactions helps to improve the efficiency of decision-making and execution, and is conducive to the sustainable, stable and healthy development of the company.
The decision-making procedures of the board of directors of the company on the proposal comply with the provisions of the company law, the stock listing rules of Shanghai Stock Exchange and other relevant laws, administrative regulations and the articles of association of the company, and there is no damage to the interests of the company and other shareholders, especially small and medium-sized shareholders. When the board of directors considered the related party transaction proposal, the related directors related to the proposal avoided voting, and all non related Directors voted and unanimously agreed.
(IV) written audit opinions of the audit committee of the board of directors on the connected transaction
Agree to the proposal on daily connected transactions and agree to submit the proposal to the meeting of the company’s board of directors for deliberation.
5、 Directory of documents for future reference
(I) resolution of the second meeting of the third board of directors in 2022;
(II) independent opinions of independent directors on agreeing to submit relevant proposals to the second meeting of the third board of directors of the company in 2022 for deliberation;
(III) independent opinions of independent directors on relevant proposals of the second meeting of the third board of directors in 2022;
(IV) resolution of the first meeting of the audit committee of the third board of directors in 2022.
It is hereby announced.
Kweichow Moutai Co.Ltd(600519) board of directors
March 31, 2022
