Securities code: Nanjing Baose Co.Ltd(300402) securities abbreviation: Nanjing Baose Co.Ltd(300402) Announcement No.: 2022009 Nanjing Baose Co.Ltd(300402)
About confirmation of daily connected transactions in 2021
And the announcement of the forecast of daily connected transactions in 2022
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.
Special tips:
1. The confirmation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022 need to be submitted to the general meeting of shareholders for deliberation and approval, and the connected shareholders will avoid voting.
2. In addition to the daily connected transactions expected in 2022, if the company has connected transactions with other connected parties, the company will perform the approval procedures in accordance with the provisions of relevant laws and regulations, normative documents and relevant systems of the company, and timely perform the relevant information disclosure obligations.
1、 Basic information of related party transactions
(I) 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 its wholly-owned subsidiary Baoji Ningtai new materials Co., Ltd. (hereinafter referred to as "Baoji Ningtai") have daily connected transactions with the controlling shareholder BaoTi Group Co., Ltd. (hereinafter referred to as "BaoTi group") and the related party Baoji Titanium Industry Co.Ltd(600456) (hereinafter referred to as " Baoji Titanium Industry Co.Ltd(600456) ").
On March 30, 2022, the seventh meeting of the Fifth Board of directors of the company deliberated and approved the proposal on confirming the daily connected transactions of the company in 2021 and the forecast of daily connected transactions in 2022. The connected 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 proposal 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.
(II) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Actual occurrence
Proportion of actual estimated amount of related party transactions of related parties in similar amount and estimated disclosure date
Business proportion, amount difference and index of easy category content
（％） （%）
Purchase 447031 million 5.48% - 55.30% of composite materials purchased from BaoTi group in April 2021 from related parties on the 21st, On confirmation of materials of the limited company, the daily related delivery of raw materials to related parties in 2020 and the purchase of Baoji Titanium Industry from related parties in 2021 Purchase of titanium, zirconium, 856740, 13000, 10.51% - 34.10% easy to predict public
Subtotal of the company's report on nickel and other materials (Announcement No.: 2021024) / 130377123000 / - 43.31%/
In 2021, the company (including the wholly-owned subsidiary Baoji Ningtai) reported the difference between the actual amount of daily related party transactions and the estimated amount:
The estimated amount of daily related party transactions is estimated according to the production demand of signed orders and the forecast of market demand. The actual amount is determined according to the actual contract amount signed by both parties and the actual amount of daily related party transactions carried out by the board of directors of the company. Affected by the actual production and actual market conditions and other factors, it has the uncertainty of explanation that there is a large difference between the actual situation and the forecast. During the reporting period, due to the serious impact of Xi'an epidemic, some materials that should be delivered within the reporting period were postponed to the next year; At the same time, affected by the epidemic outside China, some large investment projects expected to form orders were suspended or delayed, resulting in a certain difference between the actual amount and the expected amount.
The above differences are normal business behaviors and will not have a significant impact on the daily operation and performance of the company.
After verification, the board of directors of the company's explanation of the actual situation of daily related party transactions in 2021 and the statement of the independent directors of the company that there is a certain difference between the actual situation and the expectation of daily related party transactions are in line with the actual situation. The difference belongs to the business behavior that there is a large difference between the normal situation and the expectation, and has no significant impact on the daily related party transactions and performance of the company. The related party transactions of the company tomorrow are in line with the actual production and operation of the company. The transaction pricing is fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
(III) category and amount of daily connected transactions in 2022
Due to the needs of daily production and operation, in 2022, the company and its wholly-owned subsidiary Baoji Ningtai planned to transfer to the related party baotiji
The group and Baoji Titanium Industry Co.Ltd(600456) purchase raw materials, and the total amount is expected to be no more than 350 million yuan. The details are as follows:
Unit: 10000 yuan
Related party transactions related party related party transactions occurred in the previous year as of the disclosure date in 2022 amount category transaction content pricing principle estimated amount incurred amount
BaoTi Group Co., Ltd. purchases from related parties
The company purchased composite materials and other materials from related parties at the market price of 1 Beijing Wandong Medical Technology Co.Ltd(600055) 65.78447031
Purchase raw materials Baoji Titanium Industry Co., Ltd. from related parties
Materials Co., Ltd. purchased titanium, nickel and zirconium at the market price of 190003680.79856740
Total / / 350009246.571303771
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, the controlling shareholder, 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, and operating income is realized from January to September 2021
4615516300 yuan, net profit 471233300 yuan.
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 related party transactions
1. Pricing principle and basis
For the daily related party transactions of the company and its wholly-owned subsidiary Baoji Ningtai in purchasing raw materials from BaoTi group and Baoji Titanium Industry Co.Ltd(600456) group, the transaction price is market-oriented, determined through bidding or price comparison procurement procedures, follows the principles of openness, fairness and impartiality, and the pricing is fair and reasonable.
2. Signing of related party transaction agreement
In order to standardize the continuous daily related party transactions between the company and related parties, the company signed the material supply agreement with BaoTi group and Baoji Titanium Industry Co.Ltd(600456) Baoji Titanium Industry Co.Ltd(600456) respectively after deliberation at the 11th meeting of the 4th board of directors and the 2018 annual general meeting of shareholders held on April 24, 2019 and may 17, 2019, which defined the basic principles that both parties should follow in the supply of relevant products, as well as their respective rights and obligations, The agreement is valid for three years,
The agreement has expired on December 31, 2021. In order to continue to standardize the continuity between the company and its wholly-owned subsidiary Baoji Ningtai and the above related parties
