Securities code: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) securities abbreviation: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) Announcement No.: 2022021 Jiangsu Chinagreen Biological Technology Co.Ltd(300970)
Announcement on the expected amount 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.
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
In 2022, the company and its subsidiaries intend to have daily related party transactions with the canteen contracted by Yu Yangchao, the actual controller, controlling shareholder, chairman and general manager of the company, and Yu Lihua, the sister of director Yu Liqin (hereinafter referred to as “related parties”). It is expected that the daily related party transactions in 2022 will not exceed 3 million yuan. The actual transaction amount with related party Yu Lihua in 2021 was 265271782 yuan.
2、 Related person introduction and relationship
1. Yu Lihua
Yu Lihua is the sister of Yu Yangchao, the controlling shareholder, actual controller, chairman and general manager of the company and Yu Liqin, the director. Yu Lihua is engaged in contracting individual canteens. At present, the canteen is in good operation. Yu Lihua has the ability to perform the contract and can perform the contract in daily transactions, which will not bring losses to the company or damage the interests of minority shareholders.
3、 Main contents of related party transactions
1. Pricing policy and basis
The company conducts business transactions with related parties in accordance with the principles of fairness, impartiality and rationality. The pricing method of the above-mentioned daily related party transactions is determined by both parties through consultation with reference to the average price of local enterprise procurement standards.
2. Signing of the agreement
The company has signed an intention framework agreement with related parties, which is required according to the actual situation of Nissan’s operation. The company will sign a formal agreement with related parties after the approval of the board of directors.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are daily operating related party transactions. The transaction takes the market fair price as the pricing principle, which will not have a significant impact on the current and future financial status and operating results of the company, nor will it affect the independence of the listed company, and will not damage the interests of the company and minority shareholders.
5、 Review procedures for daily connected transactions
(I) deliberations of the board of directors
On April 8, 2022, the company held the 12th meeting of the 4th board of directors, which deliberated and passed the proposal on the company’s expected amount of daily related party transactions in 2022. Yu Yangchao and Yu Liqin, the related directors, avoided voting. The daily related party transactions in 2022 are daily operational related party transactions, which take the market fair price as the pricing principle and will not affect the independence of the listed company, Without prejudice to the interests of the company and minority shareholders, the board of directors agreed to the company’s expected daily connected transaction quota in 2022.
(II) opinions of independent directors
1. Prior approval opinions of independent directors
The company expects that the amount of daily connected transactions in 2022 is to meet the needs of the company’s business development and production and operation. There is no damage to the interests of the company and shareholders, which will have a positive impact on the company’s future financial situation and operating results and will not have an impact on the company’s independence. We unanimously agree to submit the proposal on the company’s expected daily connected transaction quota in 2022 to the board of directors for deliberation.
2. Independent opinions expressed by independent directors
After verification, we believe that the company’s daily related party transactions in 2022 are expected to meet the needs of the company’s business development and production and operation. The related party transactions follow the commercial principles of compensation, fairness, impartiality, voluntariness and equality, and the pricing is fair and reasonable, which is in line with the overall interests of the company. The related directors have avoided voting, the review procedures comply with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and shareholders, We unanimously passed the proposal on the company’s expected daily connected transaction quota in 2022.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Jiangsu Chinagreen Biological Technology Co.Ltd(300970) 2022 annual daily related party transactions are expected to meet the needs of the company’s business activities, follow the market fair pricing principle, and there is no damage to the interests of the company and shareholders, no dependence on related parties, no impact on the independence of the company, and no damage to the interests of minority shareholders.
The daily related party transactions of the company in 2022 have been considered and approved by the board of directors of the company, and the independent directors have expressed their consent, which is in line with the relevant provisions of the Shenzhen Stock Exchange gem stock listing rules and the self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies. The daily amount of connected transactions does not need to be submitted to the general meeting of shareholders for deliberation, and the sponsor has no objection to the company’s expected connected transactions in 2022.
7、 Documents for future reference
1. Resolutions of the 12th meeting of the 4th board of directors;
2. Resolutions of the 12th meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors;
4. Independent opinions of independent directors on matters related to the 12th meeting of the Fourth Board of directors;
5. Citic Securities Company Limited(600030) verification opinions on Jiangsu Chinagreen Biological Technology Co.Ltd(300970) using idle self owned funds for cash management.
Jiangsu Chinagreen Biological Technology Co.Ltd(300970) board of directors April 8, 2022
