Securities code: Kaili Catalyst & New Materials Co.Ltd(688269) securities abbreviation: Kaili Catalyst & New Materials Co.Ltd(688269) Announcement No.: 2022007 Kaili Catalyst & New Materials Co.Ltd(688269)
Announcement on daily related party transactions expected 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
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 company’s daily related party transactions in 2022 are expected to meet the actual needs of the company’s business operation and development. The prices involved in related party transactions follow the principles of fair, open and fair pricing, and the company does not rely on related parties.
The proposal on the estimated daily related party transactions of the company in 2022 has been deliberated and adopted at the third meeting of the third board of directors of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 29, 2022, the company held the third meeting of the third board of directors, which deliberated and adopted the proposal on the expected daily connected transactions of the company in 2022. When the board of Directors voted on the above proposal, related directors Zhang Zhixiang, Li Bo, Wang tingxun and Zeng Lingwei avoided voting, and the other five non related Directors voted unanimously. The related party transaction has been approved and expressed independent opinions by the independent directors of the company in advance. The matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders will avoid voting at the general meeting of shareholders.
Prior approval opinion of independent directors: the business carried out by the company with related parties belongs to the normal business behavior of the company, and the transaction price with related parties will be determined according to the market fair price, without any behavior damaging the interests of the company and minority shareholders, and agreed to submit this matter to the third meeting of the third board of directors of the company for deliberation.
Opinions of independent directors: the estimated amount of daily connected transactions of the company in 2022 is based on the actual situation of the company, which meets the needs of the company’s development and is conducive to expanding the company’s product sales market. The transaction price follows the principle of fair, open and fair pricing. The pricing is fair and there is no damage to the interests of the company and minority shareholders. The decision-making procedures for considering related party transactions are legal and compliant. When the proposal is voted, the related directors of the company have avoided voting, which meets the relevant requirements of relevant laws and regulations and the articles of association, and agree to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) estimated amount and category of daily connected transactions
According to the actual situation of related party transactions in previous years and the needs of the company’s business development in the future, the company expects that the company and its subsidiaries will continue to have daily related party transactions such as the purchase and sale of goods with related parties in 2022. Now, the annual cumulative amount of various types of daily related party transactions in 2022 is reasonably estimated. The service life of the estimated amount in 2022 is from the date of the annual general meeting of shareholders in 2021 to the date of the annual general meeting of shareholders in 2022. The details are as follows:
Unit: 10000 yuan
Accounting for similar businesses from the beginning of this year to the disclosure of the estimated amount in Japan and the actual distribution of the last estimated amount in the previous year
Proportion of amount generated by the difference between the related party transaction category, the proportion of related party human affairs and the accumulated actual amount of related parties in the paid year (%)
(%) the reasons for the large difference in transaction amount
Purchase northwest nonferrous metals, the controlling shareholder of the company, from related parties
275.00 0.20 0.01 20.34 0.01 –
Raw materials, fuels and research institutes and other companies under their control
Subtotal of power 275.00 0.20 0.01 20.34 0.01-
Northwest nonferrous metals, the controlling shareholder of the company
Accepted from related parties 280.00 110.44 7.42 46.54 18.36-
Research institutes and other companies controlled by them
Labor services provided
Subtotal 280.00 110.44 7.42 46.54 18.36-
The downstream customers of related parties sell their products to related parties, and the demand for northwest nonferrous metal products of the controlling shareholder of the company expands, which is 397000 2.50 186.51110398 0.69
The demand for products, commodities, catalysts provided by research institutes and other companies under their control is expected to increase
Subtotal 397000 2.50 186.51110398 0.69-
The guarantee fee of Northwest Research Institute of nonferrous metals is actually incurred — 3.58 —
Guaranteed amount
Payment of guarantee fee
use
Total – 452500 – 193.94117444 —
Note: the proportion of similar businesses in the above table = the estimated amount of related party transactions / the audited transaction amount of similar businesses in 2021
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Last year (before)
Estimated amount and actual amount related party transaction category related party person time) estimated time) actual amount
Reasons for large differences
Amount incurred
When estimating the daily connected transaction quota in 2021, the company purchased Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company, from related parties
383000 20.34 upper limit of possible business of the associated party raw materials, fuels and other companies under its control
Estimated amount, estimated amount and power
With certain uncertainty.
Subtotal 383000 20.34-
When estimating the daily connected transaction quota in 2021, the company is based on the relationship with Northwest Nonferrous Metals Research Institute, the controlling shareholder of the company
Accept the related party’s 205000 46.54 upper limit of possible business of the associated party and other companies under its control
If the amount of labor services provided is estimated, the estimated amount is uncertain.
Subtotal 205000 46.54-
When estimating the daily amount of connected transactions in 2021, the company sold the company’s controlling shareholder Northwest Nonferrous Metals Research Institute to related parties
157000110398 upper limit of possible business of associated party
