Securities code: Guizhou Zhenhua E-Chem Inc(688707) securities abbreviation: Guizhou Zhenhua E-Chem Inc(688707) Announcement No.: 2022012 Guizhou Zhenhua E-Chem Inc(688707)
Announcement on the forecast of daily connected transactions 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 tip: whether it is necessary to submit to the general meeting of shareholders for deliberation: it is the impact of daily connected transactions on Listed Companies: the expected new connected transactions are daily connected transactions of the company, which are based on normal production and operation business and based on the principle of fair pricing, do not affect the independence of the company, do not damage the interests of the company and shareholders, and do not rely on connected persons.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Decisions of the board of directors
Guizhou Zhenhua E-Chem Inc(688707) (hereinafter referred to as "the company") held the 20th meeting of the 5th board of directors on April 7, 2022, deliberated and adopted the proposal on adding the prediction of daily connected transactions in 2022, and the connected directors Wang Jing and Wu Jie avoided voting. The non affiliated directors present at the meeting unanimously agreed to the proposal. The expected matters of the new daily connected transactions need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders will avoid voting.
2. Prior approval opinions of independent directors
The independent directors of the company have approved the proposal in advance and agreed to submit the proposal to the board of directors for deliberation.
3. Independent opinions of independent directors
After deliberation, the matters related to the company's new estimated amount of daily related party transactions in 2022 meet the needs of the company's business development and follow the market-oriented principle. The related party transactions follow the principles of equality, voluntariness, equivalence and compensation, and the pricing is reasonable and fair. This connected transaction complies with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, and there is no damage to the interests of the company and all shareholders, and no impact of this connected transaction on the independence of the company is found. The related directors avoided voting when deliberating the related party transaction proposal; The deliberation procedures adopted by this affiliated exchange comply with the provisions of relevant laws, regulations and the articles of association.
To sum up, the independent directors of the company agreed to add matters related to the prediction of daily connected transactions of Red Star Electronics in 2022, and agreed to submit the proposal to the 2021 annual general meeting of shareholders for deliberation.
4. Opinions of the audit committee of the board of directors
The audit committee of the board of directors deliberated and approved the proposal on adding the prediction of daily connected transactions in 2022. The matters discussed in this proposal are related to Wu Jie, a member of the audit committee. Therefore, Wu Jie avoided voting.
(II) adjustment of daily related party transactions
It is proposed to increase the amount of connected transactions by 120 million yuan, all of which are to increase the sales of Red Star Electronics. The details are as follows:
Unit: 10000 yuan
Related party transactions: from the beginning of 2022 to the end of 2022 after the original pre adjustment in 2022
Reason for adjustment of actual payment at the end of March
Amount generated
Sales of commodities Red Star raw meal sales increase or provide labor electronics Centre Testing International Group Co.Ltd(300012) Yihua Healthcare Co.Ltd(000150) 003079.91 plus
Affairs
2、 Basic information and relationship of related parties
(I) basic information of related parties
Pledged capital of the company with the main business domicile of the major shareholders registered under the public law
Mingdai (10000)
Scale element)
people
Honggao 6850 research and development of Qingdao Hongxing and Zhenhua new secondary resource recycling technology; Waste electric vehicles in Guizhou Province
Recovery, storage, disassembly, disassembly and recycling of star Yuecai Co., Ltd., Haoqing technology, xintianpan, lithium-ion batteries and waste materials in Tongren City
Selected students of electric responsibility Feiyu; Production, sales and sales of materials containing cobalt, nickel, manganese and lithium
Trade of subsidiaries; Sales of chemical and non-ferrous metal raw materials (excluding hazardous chemicals)
And a class of precursor chemicals). (if the project involves licensed business, it shall obtain the approval of the district lawn)
The village can be operated only with the permission of relevant departments
(II) main financial indicators of related parties in 2021
Unit: 10000 yuan
Total assets net assets of related parties main business income net profit
Hongxing electronics 12419107270593247044229784
Note: the above data comes from the audit report of Hongxing electronics in 2021.
(III) relationship and performance capability
Hongxing electronics is a joint-stock company of the company. Hongxing electronics is in good operation and financial condition and has the ability to perform the contract. 3、 Main contents of daily related party transactions
(I) main contents and pricing policies of daily connected transactions
The daily related party transactions estimated by the company in this adjustment are sales of goods. The price of related party transactions shall follow the principle of fair pricing and be determined by both parties through consultation with reference to the market price.
(II) signing of related party transaction agreement
The company and its subsidiaries will sign corresponding agreements with related parties according to the business development after the adjustment of daily related party transactions is considered and approved by the general meeting of shareholders of the company.
4、 Purpose of daily connected transactions and its impact on Listed Companies
The daily adjustment of related party transactions between the company and related parties is to meet the needs of the company's business development and production and operation, and conduct transactions according to market rules on a fair basis. Under the stable development of the company's production and operation, the related party transactions with the above related parties will continue to exist in a certain period of time. The transactions between the company and related parties follow the principles of consensus, fair transaction and mutual benefit, and there is no behavior damaging the interests of the company and all shareholders. The company's main business will not form dependence on related parties and will not affect the independence of the company.
It is hereby announced.
Guizhou Zhenhua E-Chem Inc(688707) board of directors April 8, 2022
