Securities code: Nanjing Baose Co.Ltd(300402) securities abbreviation: Nanjing Baose Co.Ltd(300402) Announcement No.: 2022010 Nanjing Baose Co.Ltd(300402)
Announcement on the framework agreement of daily connected transactions
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
Due to the needs of daily production and operation, Nanjing Baose Co.Ltd(300402) (hereinafter referred to as “the company”) and the controlling shareholder BaoTi Group Co., Ltd. (hereinafter referred to as “BaoTi group”) and its holding subsidiary Baoji Titanium Industry Co.Ltd(600456) (hereinafter referred to as ” Baoji Titanium Industry Co.Ltd(600456) “) continue to have daily related transactions in purchasing raw materials. In view of the expiration of the framework agreement on daily related party transactions signed by the company with the above related parties in 2019, in order to continue to standardize the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. (hereinafter referred to as “Baoji Ningtai”) and the above related parties, In accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) and the articles of association, it is agreed that the company and BaoTi group, Baoji Titanium Industry Co.Ltd(600456) renew the daily related party transaction framework agreement “material supply agreement”, which is valid for three years.
On March 30, 2022, the seventh meeting of the Fifth Board of directors of the company deliberated and adopted the proposal on the framework agreement on the company’s daily related party transactions, and the related directors Gao Qi, Wu pijie, Chen Zhanqian, Ji Weimin and Wang Junqiang avoided voting.
The independent directors approved the above-mentioned related party transactions in advance and expressed their agreed independent opinions. This related party transaction still needs to be approved by the company’s 2021 annual general meeting of shareholders, and the related shareholder BaoTi group should avoid voting on this proposal.
2、 Related person introduction and relationship
(I) BaoTi Group Co., Ltd
1. Basic information
Legal representative: Wang Wensheng
Registered capital: 7534873 million yuan
State owned limited liability company
Registered address: No. 88, Gaoxin Avenue, high tech Development Zone, Baoji City, Shaanxi Province
Business scope: titanium, nickel, zirconium, tungsten, molybdenum, tantalum, niobium, hafnium, aluminum, magnesium, steel and other metals and deep processing, R & D, design, manufacturing, sales, technical service and consultation of various metal composite materials and related equipment; Manufacturing, installation and repair of electromechanical equipment (excluding automobiles); Export the products of the enterprise and import the raw and auxiliary materials, equipment, instruments and components required by the production and scientific research of the enterprise; estate management; Production and sales of drinking water; Storage and sale of liquefied petroleum gas; Production and sales of medical oxygen, industrial oxygen, hydrogen, argon and nitrogen.
2. Relationship with the company: holds 57.52% of the company’s equity and is the controlling shareholder of the company.
3. Main financial data of the latest period (Unaudited): as of December 31, 2021, BaoTi group had total assets of 16633581100 yuan and net assets of 6244730800 yuan, and achieved operating income in 2021
22204054500 yuan, net profit 212196700 yuan.
4. Performance capability analysis: BaoTi group’s raw materials and products are stable and reliable in quality, and can supply goods in time according to the contract to ensure the production demand of the company; Its business and financial conditions are good, and there are no obstacles to performance.
(Ⅱ) Baoji Titanium Industry Co.Ltd(600456)
1. Basic information
Legal representative: Wang Wensheng
Registered capital: 4777775 million yuan
Nature of enterprise: joint stock limited company (listed)
Registered address: No. 88, Gaoxin Avenue, high tech Development Zone, Baoji City, Shaanxi Province
Business scope: production, processing, sales and discipline of rare metal materials such as titanium and titanium alloy, various metal composite materials, casting products, steel wire and reinforcement products; Product testing, foreign investment and scientific and technological development. Operate the export business of self-produced products and technologies of the enterprise; Act as an agent for the export of products produced by transferring the technology developed by the enterprise to other enterprises. Operate the import business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise (except for goods limited by the state and prohibited by the state); Operation of incoming processing and “three supplies and one compensation” business, warehousing services, real estate financial leasing, real estate operating leasing, tangible asset financial leasing services, tangible real estate operating leasing services, consulting services, intellectual property services, brokerage agency services, transfer of land use rights, transfer of patented or non patented technologies, transfer of trademarks and copyrights, transfer of other equity intangible assets Sale of buildings or structures and other land attachments. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Related relationship: BaoTi group holds 47.77% of its equity and belongs to the same parent company as the company.
3. Main financial data of the latest period (Unaudited): as of September 30, 2021, Baoji Titanium Industry Co.Ltd(600456) total assets are 12010483500 yuan, net assets are 5948969500 yuan, operating income is 4615516300 yuan and net profit is 471233300 yuan from January to September 2021.
4. Performance capability analysis: Baoji Titanium Industry Co.Ltd(600456) raw materials and products have stable and reliable quality and can supply goods in time according to the contract to ensure the production demand of the company; Its business and financial conditions are good, and there are no obstacles to performance.
3、 Main contents of the transaction agreement
1. Parties
Party A: BaoTi Group Co., Ltd. Baoji Titanium Industry Co.Ltd(600456)
Party B: Nanjing Baose Co.Ltd(300402)
2. Subject matter of transaction
The materials supplied by BaoTi Group Co., Ltd. are composites and other materials, and the materials supplied by Baoji Titanium Industry Co.Ltd(600456) are titanium, zirconium, nickel and other materials.
3. Material quality
The products provided by Party A to Party B must meet the production purpose of Party B and the relevant safety, health and quality standards stipulated by the state. If both parties fail to specify the relevant quality standards, the national standards shall be followed; If there is no national standard, it shall be implemented in accordance with the general standards of the industry; If there are neither national standards nor industrial standards, the general standards of the local market shall prevail.
4. Transaction price
(1) The price of materials provided by Party A to Party B shall be determined according to the principles of fairness, impartiality, fairness and reasonableness. Neither party shall use its own advantages or position to require or force the other party to accept any conditions that violate the above principles.
(2) The price of materials provided by Party A to Party B shall be determined according to the market price, and the price shall not be higher than the price of the same products provided by Party A to any third party.
5. Settlement method
Party B shall pay the purchase price according to the relevant agreed terms of the specific material supply contract after receiving the materials. 6. Effectiveness and validity of the agreement
(1) The agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties and approved by the company and Baoji Titanium Industry Co.Ltd(600456) shareholders’ meeting.
The rights and obligations of Party B as the purchaser in the agreement also apply to Baoji Ningtai, a wholly-owned subsidiary of Party B.
(2) The agreement is valid for three years from January 1, 2022 to December 31, 2024.
4、 Purpose of related party transactions and its impact on Listed Companies
1. On the one hand, BaoTi group and Baoji Titanium Industry Co.Ltd(600456) are well-known suppliers of composite materials, titanium materials and other materials in China, with stable and reliable product quality, good brand advantages and high market position; On the other hand, some customers of the company specially designated the above two companies as suppliers of equipment and raw materials. Therefore, these daily related party transactions meet the needs of business development and normal production and operation. This part of transactions can ensure the production needs of the company and the quality and performance of products, is conducive to the sustainable and stable operation of the company and promote the development of the company. It is reasonable and necessary.
2. The price of such related party transactions shall be determined according to the market price and follow the principle of open, fair and just market pricing. There is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
3. Such daily related party transactions are necessary for business development and normal production and operation. In the future production and operation, such related party transactions will continue to exist, which will not have an adverse impact on the company’s future financial status and operating results, cause the company to rely on related parties, and affect the independence of the listed company.
5、 Independent opinions of independent directors
The independent directors approved the framework agreement of the company’s daily related party transactions in advance, agreed to submit the matter to the seventh meeting of the Fifth Board of directors for deliberation, and expressed the following independent opinions:
1. The framework agreement on daily related party transactions (material supply agreement) signed by the company with the controlling shareholder BaoTi group and its holding subsidiary Baoji Titanium Industry Co.Ltd(600456) is to continue to standardize the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai and the above related parties. The above agreement complies with relevant laws and regulations and the relevant provisions of the articles of association. The transaction price is determined according to the market price and follows the principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Such related party transactions will not affect the independence of the company and will not cause the company to rely on related parties.
2. When the board of directors of the company voted on the above related party transactions, the related directors avoided voting, and the voting procedures comply with relevant laws and regulations and the relevant provisions of the articles of association, which is legal and effective.
In view of the above reasons, we agree to renew the framework agreement on daily connected transactions between the company, BaoTi group and Baoji Titanium Industry Co.Ltd(600456) and agree to submit the matter to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Review opinions of the board of supervisors
The 7th Meeting of the 5th board of supervisors of the company deliberated and approved the proposal on the framework agreement on daily related party transactions of the company. After careful review, the board of supervisors held that: 1. The framework agreement on daily related party transactions Baoji Titanium Industry Co.Ltd(600456) renewed between the company and the controlling shareholder BaoTi Group Co., Ltd. and its holding subsidiary Baoji Titanium Industry Co.Ltd(600456) is the material supply agreement, It is to continue to standardize the continuous daily related party transactions between the company and its wholly-owned subsidiary Baoji Ningtai and the above related parties. The above agreement complies with relevant laws and regulations and the relevant provisions of the articles of association. The transaction price is determined according to the market price and follows the principles of openness, fairness and impartiality. There is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Such related party transactions will not affect the independence of the company and will not cause the company’s influence on related parties.
2. The voting procedures of the board of directors in considering the above proposals comply with relevant laws, regulations, normative documents and the articles of association, which are legal and effective.
Therefore, it is agreed to renew the framework agreement on daily related party transactions between the company, BaoTi group and Baoji Titanium Industry Co.Ltd(600456) Co., Ltd.
7、 Documents for future reference
1. Resolutions of the 7th Meeting of the 5th board of directors;
2. Resolutions of the 7th Meeting of the 5th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors of the company;
4. Independent opinions of independent directors on matters related to the seventh meeting of the Fifth Board of directors of the company;
5. Review opinions of the board of supervisors on relevant matters in 2021.
It is hereby announced.
Nanjing Baose Co.Ltd(300402) board of directors April 1, 2022
