Securities code: Nanya New Material Technology Co.Ltd(688519) securities abbreviation: Nanya New Material Technology Co.Ltd(688519) Announcement No.: 2022020 Nanya New Material Technology Co.Ltd(688519)
Announcement on daily related party transactions between the company and its subsidiaries and related parties 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 completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: Yes
Impact of daily related party transactions on Listed Companies: these related party transactions are daily related party transactions of the company, which are based on normal production and operation business and based on market price. They do not affect the independence of the company, do not damage the interests of the company and shareholders, and do not form a large dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Nanya New Material Technology Co.Ltd(688519) (hereinafter referred to as “the company”) held the 13th meeting of the second board of directors and the 13th meeting of the second board of supervisors on April 14, 2022. The related directors and related supervisors avoided voting on this proposal respectively, and the other non related directors and non related supervisors unanimously deliberated and adopted this proposal.
The independent directors of the company approved the above proposal in advance, agreed to submit the proposal to the board of directors of the company for deliberation, and expressed clearly agreed independent opinions. The independent directors believe that the daily connected transactions expected in 2022 belong to normal business transactions, the pricing principles of connected transactions are reasonable and fair, abide by the principles of voluntariness, equivalence and compensation, and meet the development needs of the company. The decision-making and voting procedures of related party transactions comply with the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of association, follow the principles of objectivity, fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders. The independent directors unanimously agreed to the proposal and agreed to submit it to the general meeting of shareholders of the company for deliberation.
The audit committee of the board of directors of the company reviewed and approved the report on the company and its subordinate enterprises and affiliated enterprises in 2022
The related members avoided voting on each sub proposal, and the rest
Non affiliated members unanimously deliberated and adopted various sub proposals.
The board of supervisors believes that the daily related party transactions in 2022 are expected to belong to normal business transactions and meet the company’s daily requirements
According to the regular production and operation needs, the pricing principle of related party transactions is reasonable and fair, and the principles of voluntariness, equivalence and compensation are observed, which will not have a significant adverse impact on the normal production and operation of the company, nor will it affect the independence of the company
The company and all shareholders’ rights and interests are damaged, and the relevant decision-making procedures comply with the relevant provisions of laws and regulations and the articles of association. Therefore, we agree with the contents of the proposal.
The estimated amount of this daily connected transaction needs to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders will
Voting was avoided at the meeting.
(II) estimated amount and category of daily connected transactions
The company expects that the amount of daily related party transactions with related parties will not exceed 56.7 million yuan. Details
As follows:
Unit: 10000 yuan
At the beginning of this year, the actual amount of the same kind in the previous year and the related person of the previous related transaction are expected to account for the same amount from the beginning of this year to March 31. The business between the expected industry and the related person accounts for the proportion of the actual amount of the year to the cumulative amount paid (%) Amount difference case (%) the reason for the large amount of transaction difference
Expand the business development of Jiangsu Mingfeng electronic materials section 400000 1.84223219 0.43 to purchase raw materials technology Co., Ltd
Subtotal of materials 400000 1.84223219 0.43
Shanghai Baolin Electric Group has expanded the scale of 800.00 to 1.69 business development of affiliated person Co., Ltd
Subtotal of purchased equipment
800.00 1.69
To the related person Zhejiang Yinying Switchgear Factory 400.00 4.90 79.17 251.22 4.46
Subtotal of sales Waste 400.00 4.90 79.17 251.22 4.46
Accept the association of Zhejiang Yinying Switchgear Factory 50.00 8.33
Subtotal provided by: 50.00 8.33
labour services
Shanghai South Asia Technology Group has 420.00 79.64 96.72 363.95 74.24
To related person limited company
Rental house Geng Hongbin 20.00 4.08
Subtotal 420.00 79.64 96.72 383.95 78.32
Total 567000 175.89286736
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Related party transactions: the actual amount of related parties in 2021 and the expected amount of related parties in 2021 are significantly different due to different categories
Purchase of 223219400000 products of Jiangsu Mingfeng Electronic Material Technology Co., Ltd. from related parties, resulting in reduced demand for purchased materials
Subtotal 223219400000
Purchase from related parties and set up 100000 purchase demand adjustment of Shanghai Baolin Electric Group Co., Ltd
Subtotal of spare parts 100000
Selling waste Zhejiang Yinying switch factory 251.22 300.00 to related parties
Subtotal 251.22 300.00
Accept 50.00 yuan from Zhejiang Yinying Switchgear Factory provided by related parties
Subtotal of labor services 50.00
Shanghai South Asia Technology Group Co., Ltd. 363.95 350.00
Renting houses from related parties
Wu Geng Hongbin 20.00 40.00
Subtotal 383.95 390.00
Total 286736574000
2、 Basic information and relationship of related parties
1. Company name: Jiangsu Mingfeng Electronic Material Technology Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Ming Xiaoqiang
Registered capital: 37393125 million yuan
Date of establishment: June 28, 2013
Domicile / main office location: industrial concentration area, shezhu Town, Liyang City
Major shareholder or actual controller: Ming Xiaoqiang
Business scope: research, production and sales of electronic copper foil and FR4 copper clad laminate, purchase of waste copper wire, self support
And acting for the import and export business of various commodities and technologies.
(projects approved according to law shall be approved by relevant departments
Before business activities can be carried out)
As of December 31, 2021, total assets of Jiangsu Mingfeng: 7877742 million yuan, net assets:
403282200 yuan; Operating income in 2021: 1189397600 yuan; Net profit 189582200
Yuan (the above financial data have not been audited).
Related relationship: the company’s actual controller Bao Xiuyin and Qian, a cousin of Bao Xiuchun, served as the sales director
Based on the principle of prudence, the company identified Jiangsu Mingfeng as a related party of the company, and the transactions between it and the company constitute related party transactions.
Analysis of performance capability: Jiangsu Mingfeng continues to operate in accordance with the law, specializes in the R & D and production of electronic copper foil products, has good operation capability, and has the ability to sell and deliver the raw material copper foil required for the company’s production to the company. The company will sign relevant contracts or orders with related party transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
2. Company name: Shanghai South Asia Technology Group Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Bao Xiuyin
Registered capital: 100 million yuan
Date of establishment: March 29, 2000
Domicile / main office location: Room 301, building 1, No. 699, Chenxiang highway, Jiading District, Shanghai
Major shareholder or actual controller: Bao Xiuyin
Business scope: processing, manufacturing and wholesale sale of high and low voltage electrical switches, mutual inductors and insulating materials, China Trade (except special approval), consulting services, marketing planning and rental of self owned houses. (for projects approved according to law, business activities can be carried out only with the approval of relevant departments)
As of December 31, 2021, the total assets of South Asia Group: 241796500 yuan; Net assets: 166297900 yuan; Operating income in 2021: 5.4423 million yuan; The net profit is 271293 million yuan (the above financial data have not been audited).
Related relationship: it is the controlling shareholder of the company and holds 53.78% of the equity of the company.
Performance capability analysis: the related party, South Asia Group, is legally existing and operating normally, and has good performance capability. The company will sign relevant contracts or agreements with the above expected transactions and implement them in strict accordance with the agreement. The performance of both parties has legal guarantee.
3. Company name: Zhejiang Yinying Switchgear Factory
Nature: joint stock cooperative system
Legal representative: Bao Xiuchun
Registered capital: 10.18 million yuan
Date of establishment: May 23, 1992
Address / main office location: Fenjin Road, Dongfeng Industrial Zone, Liushi Town, Yueqing City, Wenzhou City, Zhejiang Province
Major shareholder or actual controller
