Securities code: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) securities abbreviation: Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) Announcement No.: pro 2022022 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) daily related party transaction announcement
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:
This day-to-day connected transaction needs to be submitted to the general meeting of shareholders for deliberation, and the connected persons who have an interest in the day-to-day connected transaction will waive the right to vote on the proposal at the general meeting of shareholders.
The daily related party transaction plan is reasonable and necessary for the normal production and operation of the company, which is conducive to the professional cooperation and complementary advantages of all parties, realize the rational allocation of resources, control costs, enhance the profitability of the company, and ensure the safety and stability of production and operation. This day-to-day related party transaction will not form a large dependence on related parties. 1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. On March 30, 2022, the seventh meeting of the eighth board of directors of Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) (hereinafter referred to as "the company" or "the company") deliberated and adopted the proposal on the implementation of the 2021 annual plan and the 2022 annual plan of the company's daily connected transactions (hereinafter referred to as "the proposal") by 7 votes in favor, 0 votes against, 0 abstentions and 4 votes in avoidance. Affiliated directors Wu Dongming, Wu liming, Luo Shuiyuan and Hu Yunjin avoided voting on this proposal.
This proposal still needs to be approved by the general meeting of shareholders of the company, and the related persons interested in this proposal will waive the right to vote on this proposal at the general meeting of shareholders.
2. The proposal has been prepared by the independent board of directors and approved by all the related parties in advance according to the original plan of the independent board of directors and the actual situation of the related party transaction; the proposal has been fully reviewed and approved by the independent board of directors; The daily connected transaction plan is necessary for the normal production and operation of the company, which is conducive to the professional cooperation and complementary advantages of all parties, realize the rational allocation of resources, enhance the profitability of the company, and ensure the safety and stability of production and operation. There is no damage to the legitimate rights and interests of the company and other shareholders, which is in line with the overall interests of the company and shareholders; The related directors avoided the voting of the proposal, and the deliberation procedure of the board of directors was legal; We agree
The daily related party transaction proposal and agreed to submit it to the general meeting of shareholders of the company for deliberation.
3. Audit opinions of the audit committee of the board of directors of the company on this proposal: the daily arrangement of related party transactions
Reasonable, which is necessary for the normal production and operation of the company, and is conducive to the professional cooperation and complementary advantages of all parties, so as to realize the realization of resources
Reasonable allocation, control costs, enhance the profitability of the company, and ensure the safety and stability of production and operation
And the overall interests of shareholders; All parties agree on the transaction price in accordance with the principle of fairness and fairness and with reference to the market price
Manage; The related directors avoided voting on this proposal, and the decision-making procedures of the board of directors comply with relevant laws and regulations; not
It is found that the interests of the company and other shareholders are damaged; The related party transaction proposal still needs to be approved by the shareholders of the company
With the approval of the general meeting, the connected person who has an interest in the connected transaction must waive the right to vote on the transaction at the general meeting of shareholders
The right to vote.
4. This proposal was deliberated and adopted at the 6th meeting of the 8th board of supervisors of the company. Review opinion: it is closed today
The pricing of the joint trading plan is reasonable and the decision-making procedure is legal, which is conducive to the professional cooperation of all parties, complementary advantages and the realization of capital
Reasonably allocate resources, control costs, enhance the profitability of the company, ensure the safety and stability of production and operation, and meet the requirements of the public
Interests of the company and shareholders; Agree to submit the proposal to the general meeting of shareholders for deliberation.
(II) prediction and implementation of the previous daily connected transactions
Table 1.1:
(unit: 10000 yuan)
Reasons for the large difference between the estimated amount in 2021 and the actual amount of the related party in 2021
Zhejiang HANGGANG International Trade Co., Ltd. 100 Shenzhen Zhenye(Group)Co.Ltd(000006) 137716 due to the increase in the proportion of production outsourcing (including subsidiaries) this year, the purchase volume of steel decreased
Hangzhou HANGGANG Construction Machinery Co., Ltd. 119397 occurred according to the actual demand
Hangzhou HANGGANG foreign economic relations and Trade Co., Ltd. 127.07
Purchase Zhejiang HANGGANG ziding industry and Trade Co., Ltd. from affiliated companies
Raw materials (original name: Hangzhou Ziheng mineral powder 250109) are produced according to the actual demand
(limited company)
Zhejiang industrial design and Research Institute Co., Ltd. 161.76
company
Subtotal 100 Shenzhen Zhenye(Group)Co.Ltd(000006) 536105
To related Ningbo iron and Steel Co., Ltd. 65 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 163113 according to actual demand
Sales person: Zhejiang HANGGANG International Trade Co., Ltd. 2056653. See description (2) for details
Product and supplier: Zhejiang Feida supply chain Co., Ltd. 252619
Zhejiang HANGGANG ziding industry and Trade Co., Ltd
(original name: Hangzhou Ziheng mineral powder Co., Ltd.)
(limited company)
Pujiang Fuchun Ziguang water Co., Ltd. 0.49
Zhejiang HANGGANG Power Co., Ltd. 14.01
Zhejiang Feida Huayun Technology Development Co., Ltd. 1652335. See description (3) for details
company
Subtotal 65 China High-Speed Railway Technology Co.Ltd(000008) 129866
Zhuji Baosheng Environmental Technology Co., Ltd. 550000 this year, some units were overhauled, and 333157 items of operation and maintenance services were reduced accordingly
Association to
16.80 Zhejiang Feida supply chain Co., Ltd
Labor service Zhejiang Feida Huayun Technology Development Co., Ltd. 200.00. See description (3) for details
company
Subtotal 55 China Tianying Inc(000035) 4837
Total 17050 Yihua Healthcare Co.Ltd(000150) 20808
explain:
(1) The company estimates that the total amount of related party transactions of purchasing and selling goods and providing labor services in 2021 is 1.705 billion yuan.
In view of the objective changes in annual production, services and market prices, the daily connected transaction objects in 2021
The increase or decrease of items (varieties) is not excluded, and the total amount of related party transactions is allowed to change within ± 20%. detailed
See Lin 2021021 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) disclosed on April 8, 2021
Daily related party transaction announcement. The proposal was reviewed and approved by the company's 2020 annual general meeting of shareholders.
(2) Zhuji ChenTong Materials Trading Co., Ltd., a subsidiary of Zhuji ChenTong Materials Trading Co., Ltd., sold to Hangzhou, Zhejiang Province during the period of high raw material prices
Accumulated amount of steel sold by Steel International Trade Co., Ltd. and its holding subsidiary Zhejiang Feida supply chain Co., Ltd
19820800 yuan.
(3) The company signed the equipment purchase and sales contract and structure contract with Zhejiang Feida Huayun Technology Development Co., Ltd
Five daily related party transaction agreements, including the purchase contract, with a total price of 185 million yuan. See 2021 for details
Lin 2021067 Zhejiang Feida Enviromental Science & Technology Co.Ltd(600526) plan to cooperate with Zhejiang Philippines disclosed on December 17
Announcement of dahuayun Technology Development Co., Ltd. signing major related party transaction agreements. The proposal was approved by the company in 2022
It was deliberated and adopted at the first extraordinary general meeting of shareholders in.
(III) estimated amount and category of daily connected transactions
According to the actual situation of production, operation and fund dispatching, and referring to the current market price, it is estimated that the daily income of 2022 will be increased
The categories and amounts of related party transactions are as follows:
Table 2.1
(unit: 10000 yuan)
From the beginning of this year to the current estimated amount of related party transactions, the estimated business exposure date and the actual proportion of related parties in the amount of related parties in the same category in the previous year compared with the actual amount of related parties in the previous year, the cumulative amount of occurred business specific amount difference (%) transaction amount (as of (%) Major reasons (end of February 2022)
Zhejiang HANGGANG International Trade Co., Ltd. (including Zhejiang Feifei 50050007453476137716) expects that the proportion of production outsourcing will continue to increase after 20.12, and steel CAIDA supply chain Co., Ltd
The purchase volume from affiliated persons (companies and other subordinate units) decreased
Purchase of raw materials Hangzhou HANGGANG engineering machinery 115000 201.16119397 0.39
Material Machinery Co., Ltd
Hangzhou HANGGANG foreign economic relations 150.00 0.00 127.07 0.04
Jiji Trading Co., Ltd
Zhejiang HANGGANG zidinggong 215000 359.93250109 0.82
Trade Co., Ltd
Subtotal 5350 Sichuan Jiuzhou Electronic Co.Ltd(000801) 4566519929
Ningbo iron and Steel Co., Ltd. 3000000 0.004163113 according to the estimated amount of annual project 11.60 to the related party company
Sales products, Zhejiang feidahua Yunke 200000 0.001652335 main projects completed in April 60, 2021 commodity Technology Development Co., Ltd
Zhejiang Chunhui solid waste office 630000 0.00 0.00 estimated amount according to the situation of annual project management Co., Ltd
Subtotal 3830000 0.005815448
To the related person Zhuji Baosheng environmental section 300000 566.37333157 0.93
Labor Technology Co., Ltd
Subtotal 300000
