Securities code: Yantai Tayho Advanced Materials Co.Ltd(002254) stock abbreviation: Yantai Tayho Advanced Materials Co.Ltd(002254) Announcement No.: 2022018
Yantai Tayho Advanced Materials Co.Ltd(002254)
Forecast announcement 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 in 2022
(I) overview of related party transactions in 2022
The related parties of the company mainly include Wanhua Chemical Group Co.Ltd(600309) and its subsidiaries (hereinafter referred to as " Wanhua Chemical Group Co.Ltd(600309) ). The company purchases raw materials, oil agents and steam from related parties and leases their pipe racks.
The proposal on approving daily connected transactions in 2022 was deliberated and adopted at the 16th meeting of the 10th board of directors of the company on April 7, 2022. During the voting, related directors Chen Dianxin and Li he withdrew, and the voting result was 9 in favor, 0 abstention and 0 opposition.
According to the relevant provisions of the articles of association, the above related party transactions need to be submitted to the 2021 annual general meeting for approval, and the related shareholders Yantai Guofeng Investment Holding Group Co., Ltd. and Yantai Guosheng Investment Holding Co., Ltd. will abstain from voting.
(II) category and amount of daily related party transactions expected in 2022
Unit: 10000 yuan
Amount of related party transaction category contract signed by related party amount from the beginning of this year to the previous year
Or estimated amount amount incurred at the end of March
Wanhua Chemical Group Co.Ltd(600309) group purchases commodities and steam 370 Shenzhen Nanshan Power Co.Ltd(000037) 91731748505
Leasing pipe gallery of Co., Ltd. 235.00 234.50 160.99
Total 37235004026221764604
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Actual amount and in 2021
Difference in estimated amount of related party transactions in 2021
Proportion of estimated amount to amount of similar business (%)
Sales of goods (including fuel 150.00 2.43 - 147.57)
Power)
Yantai Taihe engineering purchased goods 150000 436.93 0.12% - 106307
Materials Co., Ltd. leased plant office 120.00 117.34 -2.66
And comprehensive services
Subtotal 177000 556.71121329 - 68.55%
Purchase of goods and steam 20 Ping An Bank Co.Ltd(000001) 748505 4.90% - 251495
Wanhua Chemical Group Co.Ltd(600309) group leasing pipe gallery - 160.99 0.05% 160.99
limited company
Subtotal 20 Ping An Bank Co.Ltd(000001) 764604 -- 235396 -11.77%
Total 21770001820275 ---
The ninth meeting of the 10th board of directors and the 2020 general meeting of shareholders of the company deliberated and approved the proposal on Approving the daily connected transactions in 2021, and the specific contents were disclosed in China Securities News, Shanghai Securities News, securities times, securities daily and cninfo on April 20, 2021.
The amount of related party transactions between the company and Yantai Taihe Engineering Materials Co., Ltd. (hereinafter referred to as "engineering materials company") decreased by 68.55% compared with the expected amount, mainly because the company sold all the equity of engineering materials company held by the company in May 2021. After the transfer was completed, the new shareholder stripped part of the company's business, resulting in changes in the business relationship. Therefore, The actual amount of related party transactions between the company and engineering materials company in 2021 decreased significantly compared with the expected amount.
2、 Related person introduction and relationship
1. Basic information of related parties
（1 Wanhua Chemical Group Co.Ltd(600309)
Unified social credit Code: 9137 Konka Group Co.Ltd(000016) 3044841f
Date of establishment: December 16, 1998
Legal representative: Liao zengtai
Registered capital: RMB 313974662600
Registered address: No. 59, Chongqing Street, economic and Technological Development Zone, Yantai, Shandong
Business scope: production of dangerous chemicals within the scope of work safety license; R & D, production and sales of food additives; Operation of special railway lines within the scope of the license; Operation and warehousing of propane and n-butane with storage facilities (the validity period of the above operation items shall be subject to the license); Development of polyurethane and additives, isocyanates and derivatives, technical services and training of relevant technicians; Self operated import and export business within the approved scope; R & D, production, sales and technical service consultation of chemical products (only operated in the chemical park) (excluding hazardous chemicals).
As of December 31, 2021, the total assets of the company were 190309582300 yuan; The shareholders' equity attributable to the parent company is 68498529400 yuan; In 2021, the operating revenue was 145537817600 yuan and the net profit was 25039430700 yuan [the above data are publicly disclosed information].
2. Relationship with the company
Wanhua Chemical Group Co.Ltd(600309) and the company are the holding subsidiaries of Guofeng holdings. According to the articles of association and item (II) of 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Wanhua Chemical Group Co.Ltd(600309) and the company form an associated relationship.
3. Performance capability analysis
Wanhua Chemical Group Co.Ltd(600309) has normal business activities, good financial condition and good performance ability.
3、 Main contents of related party transaction agreement
1. Purchase contract with Wanhua Chemical Group Co.Ltd(600309)
(1) Main terms of the contract:
product
Name: pure MDI; Chemical name: 4,4 '- diphenylmethane diisocyanate
Name: high purity sodium hydroxide
Origin: Yantai or Ningbo
Product delivery:
Delivery method: delivered by the supplier
The products shall be delivered at the agreed delivery place, and Party B (referring to the company and its holding subsidiaries, the same below) shall seal or sign on the delivery note of Party A (referring to Wanhua Chemical Group Co.Ltd(600309) and its subsidiaries, the same below).
Product price agreement:
The price agreed in the single sales contract confirmed by Party A and Party B shall prevail.
Party A shall rebate according to the actual purchase quantity of Party B during the contract period and the rebate proportion and rebate time agreed in the "product rebate agreement".
The price of high-purity sodium hydroxide products will follow the market, and the price adjustment notice of the supplier shall prevail.
Payment method and time:
Payment method: Party B shall pay Party A by telegraphic transfer, bank acceptance bill and other methods approved by Party A. the specific payment method shall be subject to the order confirmed by both parties.
Payment time: subject to the agreement in the order.
(2) Signing of related party transaction agreement
The company has signed the MDI sales contract in 2022 with Wanhua Chemical Group Co.Ltd(600309) (Yantai) Sales Co., Ltd. ( Wanhua Chemical Group Co.Ltd(600309) wholly owned subsidiary) on January 1, 2021; In November 2021, the company signed the product purchase and sales contract with Wanhua Chemical Group Co.Ltd(600309) (Yantai) chlor alkali Thermal Power Co., Ltd. ( Wanhua Chemical Group Co.Ltd(600309) holding subsidiary), which is valid from January 1, 2022 to December 31, 2022 and takes effect after being approved by the competent authorities of both parties.
2. Steam supply contract with Wanhua Chemical Group Co.Ltd(600309)
(1) Main terms of the contract:
Subject: steam.
Party A (referring to Wanhua Chemical Group Co.Ltd(600309) , the same below) supplies steam to Party B (referring to the company and its holding subsidiaries, the same below) according to the contract, and Party B returns qualified steam condensate to Party A according to the contract.
Settlement price: Steam: according to the price of steam of the same specification purchased by Party A from Wanhua Chemical Group Co.Ltd(600309) (Yantai) chlor alkali Thermal Power Co., Ltd. or other companies in the current month.
Steam condensate: since the steam supplied by Party A to Party B occupies the tap water index of Party A, Party B must return all steam condensate to Party A. For the qualified condensate accepted by Party A, the steam fee paid by Party B shall be deducted according to the price returned to Wanhua Chemical Group Co.Ltd(600309) (Yantai) chlor alkali Thermal Power Co., Ltd.
Payment method and time: during the normal supply period, Party A shall issue a special VAT invoice for steam settlement in the current month to Party B before the end of the month.
The payment method is bank telegraphic transfer; Party A shall have the right to pay Party B 5 ‰ of the overdue payment or the overdue payment due within 10 months. If Party A fails to pay the overdue payment within 10 days before the deadline for resumption of supply, Party B shall be liable for the overdue payment. If Party A fails to pay the overdue payment or the overdue payment is not paid within 10 months before the deadline for resumption of supply, Party B shall be liable for the overdue payment.
Supply mode: pipeline transportation.
(2) Signing of related party transaction agreement
The company has signed the supply contract with Wanhua Chemical Group Co.Ltd(600309) on July 19, 2019, which is valid from July 19, 2019 to June 30, 2022, and will be renewed after the expiration of the contract.
3. Pipe gallery lease and maintenance agreement with Wanhua Chemical Group Co.Ltd(600309)
(1) Main terms of the contract:
Subject matter: pipe gallery, pipeline and other related services.
Party A (referring to Wanhua Chemical Group Co.Ltd(600309) , the same below) needs to add pipe racks, auxiliary facilities, pipelines and other facilities to meet the production needs of Party B (referring to the company and its holding subsidiaries, the same below).
Settlement price and payment: fixed fee = 1572794 yuan / year (excluding tax), pipe rack rental fee = [projected area] ≓ [pipe rack rental unit price] (excluding tax), which shall be charged annually from the date of operation.
Payment method and time: within 10 days after receiving the special invoice for value-added tax issued by Party A, Party B shall pay the fixed fee of the current year to Party A by telegraphic transfer at one time, and then pay the fixed fee of the current year to Party A by telegraphic transfer in January of each year.
(2) Signing of related party transaction agreement
The company has signed the facility leasing, management and maintenance agreement with Wanhua Chemical Group Co.Ltd(600309) in September 2020. The term of the contract starts from the effective date of the contract and lasts for 16 years from the date of putting into operation.
4、 Purpose and impact of related party transactions on the company
The company purchases raw materials and steam from Wanhua Chemical Group Co.Ltd(600309) and leases its pipe gallery in order to meet the normal production needs of the enterprise and reduce the cost by taking advantage of the proximity of the place of origin.
The transaction price between the company and related parties is determined according to the principles of openness, fairness and impartiality and the fair market price. There is no behavior damaging the interests of the company and all shareholders, which has a positive impact on the company's future financial status and operating results. The independence of the company is not affected, and its main business does not rely on related parties due to such transactions.
5、 Opinions of independent directors
The independent directors of the company signed the approval opinions in advance and agreed to submit the above connected transactions to the board of directors for deliberation. The independent directors expressed independent opinions on the above connected transactions and believed that:
1. After careful review, we believe that relevant related party transactions are necessary for the normal operation of the company; The pricing of related party transactions follows the principles of openness, fairness, impartiality and market, and the transaction price is fair and reasonable; The transaction was approved by the board of directors. During the voting of the proposal, the affiliated directors withdrew. The transaction and decision-making procedures comply with the relevant provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and the articles of association. It is equal to all shareholders of the company, in line with the best interests of the listed company and all shareholders, and does not damage the company and other shareholders, especially small and medium-sized shareholders and non relevant shareholders
