Securities code: 605166 securities abbreviation: Hangzhou Juheshun New Material Co.Ltd(605166) Announcement No.: 2022-003 Hangzhou Juheshun New Material Co.Ltd(605166)
Announcement on increasing the amount of daily connected transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● the company held the 21st Meeting of the second board of directors on November 25, 2021 and the first extraordinary general meeting of shareholders in 2021 on December 13, 2021 respectively, and deliberated and adopted the proposal on increasing the amount of daily connected transactions, It is agreed that the company plans to have daily related party transactions with Yankuang coal chemical supply and Marketing Co., Ltd., a related party of Yankuang Lunan Chemical Co., Ltd., from October 2021 to January 2022, with a total amount of no more than 208 million yuan. It is expected that the company and its subsidiaries will continue to have the above daily connected transactions with Yankuang Lunan Chemical Co., Ltd. and Yankuang coal chemical supply and Marketing Co., Ltd. from February 2022 to April 2022, and the daily connected transaction quota needs to be increased. After the transaction quota is increased, it is estimated that the total amount of related transactions to be signed by the company from October 2021 to April 2022 will not exceed 520 million yuan. After deducting the amount of signed orders in 2021, it is estimated that the total amount of orders to be signed for related transactions from January to April 2022 will not exceed 418.2272 million yuan. The total amount of new connected transactions will exceed 5% of the audited net assets attributable to the shareholders of the parent company in 2020, which shall be submitted to the general meeting of shareholders of the company for deliberation. ● impact of daily related party transactions on Listed Companies: this daily related party transaction is a necessary continuous business in the daily operation of the company and its subsidiaries, which meets the needs of the company's normal production, operation and development. The price of related party transactions is determined by reference to market price negotiation. The pricing is open, fair and impartial, and will not affect the independence of the company, There is no behavior damaging the interests of the company and shareholders.
1、 Overview of increasing daily connected transaction limit
(I) review procedures for the performance of daily connected transactions
On January 7, 2022, the 22nd Meeting of the second board of directors of Hangzhou Juheshun New Material Co.Ltd(605166) (hereinafter referred to as "the company") deliberated and adopted the proposal on increasing the amount of daily connected transactions, and the connected directors Mr. Fu Changbao and Mr. Mao Xinhua avoided voting. The independent directors of the company issued independent opinions recognized and agreed in advance.
(II) daily related party transactions in 2021
As of December 31, 2021, the total amount of orders signed by the company with Yankuang coal chemical supply and Marketing Co., Ltd. (hereinafter referred to as "coal chemical supply and marketing") and Yankuang Lunan Chemical Co., Ltd. (hereinafter referred to as "Yankuang Luhua") in 2021 was 101.7728 million yuan.
(III) increase of daily connected transaction quota
It is proposed to increase the amount of daily related party transactions for purchasing raw materials to no more than RMB 520 million. It is proposed to extend the procurement period to April 2022. After deducting the signed contract amount in 2021, it is expected that the total amount of daily related party transactions from January to April 2022 will not exceed RMB 418227200. The situation before and after the increase of daily connected transaction limit is as follows:
Pricing of related party transactions from the 20th meeting of the original second board of directors to December 2021, the increased related party content has been considered at one meeting, and the transaction limit of signed orders on December 31
total
From October 2021 to October 2022 in Yankuang Shandong reference City, the price of raw material yard for chemical and coal chemical procurement does not exceed 101.7728 million yuan in January and 520 million yuan (including tax price) in April
The company's consideration of increasing the daily connected transaction limit is due to the need for the company to purchase raw materials from Yankuang Luhua and its related parties from January to April 2022. At the disclosure stage of the 2021 annual report, the company will estimate the amount of daily connected transactions with Yankuang Luhua, coal chemical supply and marketing or other related parties of Yankuang Luhua in the whole year of 2022, and submit relevant proposals to the board of directors of the company and the 2021 annual general meeting for deliberation.
2、 Basic information of related parties
(I) basic information of related parties
1. Yankuang coal chemical supply and Marketing Co., Ltd
Company name: Yankuang coal chemical supply and Marketing Co., Ltd
Unified social credit code 91370883673179586b
Registered address: No. 7657, West Outer Ring Road, Zoucheng City, Jining City, Shandong Province (University Science and Technology Industrial Park, economic development zone)
Date of establishment: March 25, 2008
Legal representative: Yang Shumi
The registered capital is 260 million yuan
Crude benzene, methanol, ethanol, coal tar, ethyl acetate, butyl acetate, vinyl acetate, dimethylformamide, liquid oxygen, liquid argon, liquid nitrogen, methyl ether, ethylene, formaldehyde, acetic acid, acetic anhydride, sulfur, n-butanol, benzene, aniline, calcium carbide, caustic soda, asphalt, anthracene oil, naphthalene, carbazole, refined anthracene, toluene Xylene, styrene, naphtha, methyl tert butyl ether, propylene oxide, methyl sulfide, ammonia, ammonia, methyl formate, methyl acetate, propylene, acetonitrile, methylal, paraformaldehyde, methylamine, trimethylamine, isobutanol, ethylene oxide, acetone, wash oil, crude phenol, carbon dioxide, methyl carbonate (II) Methyl acrylate, acrylic acid, formic acid, methane, trimeric formaldehyde, hydroiodic acid, iodomethane, boron trifluoride ether complex, methylsulfonic acid, propane, isopropanol, mercury sulfate, hydrogen business scope potassium oxide, acetylacetone, barium chloride, cobalt chloride, sodium bisulfite, dioxolane, potassium dichromate Wholesale (no storage) of sodium hypochlorite solution [containing available chlorine > 5%] (operated with hazardous chemicals business license, and the validity period shall be subject to the license); Fertilizer retail; Coal wholesale; Sales of heavy oil, fuel oil, coke, lubricating oil, chemical equipment, textile raw materials, chemical raw materials and products (excluding hazardous chemicals), iron ore, nickel ore, instruments and meters, cables, hardware tools, bearings, valves and pipe fittings, building materials, labor protection products, metals, rubber products and copper ore, Import and export of goods and technologies (excluding goods or technologies restricted or prohibited by the state); Warehousing services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder Yanzhou Coal Mining Company Limited(600188) (Stock Code: 600188) holds 100%
2. Yankuang Lunan Chemical Co., Ltd
Company name: Yankuang Lunan Chemical Co., Ltd
Unified social credit code 913704006644327461
Registered address: Mushi Town, Tengzhou City, Shandong Province (Lunan high tech chemical park)
Date of establishment: July 11, 2007
Legal representative: Zhang Ling
The registered capital is 5040690900 yuan
Licensed project: production of hazardous chemicals; Operation of hazardous chemicals; Power generation, transmission and power supply business; Heat production and supply; Disinfectant production (excluding hazardous chemicals); Food and Beverages; Accommodation services; Import and export of goods; Technology import and export (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or business scope of licenses of relevant departments) general items: technical services, technical consultation, technical exchange, technology transfer and technology promotion; Sales of disinfectants (excluding hazardous chemicals); Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Sales of mechanical equipment; Sales of mechanical parts and components; Sales of packaging materials and products; Conference and exhibition services. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Major shareholder Yanzhou Coal Mining Company Limited(600188) (Stock Code: 600188) holds 100%
(II) description of association relationship
The 13th meeting of the second board of directors held in November 2020 The third extraordinary general meeting of shareholders in 2020 held in December 2020 deliberated and approved the proposal to establish a subsidiary of Shandong Hangzhou Juheshun New Material Co.Ltd(605166) Luhua new materials Co., Ltd. Shandong Hangzhou Juheshun New Material Co.Ltd(605166) Luhua new materials Co., Ltd. (hereinafter referred to as " Hangzhou Juheshun New Material Co.Ltd(605166) Luhua"), in which Yankuang Luhua holds 35% of the shares of Hangzhou Juheshun New Material Co.Ltd(605166) Luhua. Since Hangzhou Juheshun New Material Co.Ltd(605166) Luhua is an important subsidiary of the company, according to According to the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and the principle of prudence, the company has identified Yankuang Luhua as a related party.
Coal chemical supply and marketing and Yankuang Luhua are both holding subsidiaries of Yanzhou Coal Mining Company Limited(600188) , so coal chemical supply and marketing is a related party of Yankuang Luhua.
Based on the principle of prudence, the purchase of raw materials and other transactions between the company and its subsidiaries and Yankuang Luhua and coal chemical supply and marketing are considered and disclosed as daily related party transactions.
3、 Main contents and pricing basis of related party transactions
The company and its subsidiaries intend to purchase raw materials and other transactions with Yankuang Luhua and coal chemical supply and marketing, which shall be reviewed and disclosed according to daily connected transactions, and the pricing shall be determined according to the principles of openness, fairness and impartiality and the market price. 4、 Purpose and impact of related party transactions on the company
The above related party transactions are necessary continuous business in the daily operation of the company and its subsidiaries, and meet the needs of the company's normal production, operation and development. The price of related party transactions is determined by reference to market pricing negotiation. The pricing is open, fair and impartial, will not affect the independence of the company, and will not damage the interests of the company and minority shareholders, The company's main business will not rely on Yankuang Luhua or its related parties for such transactions.
5、 The approval procedures for the fulfillment of daily connected transaction limit are increased this time
(I) voting of the board of directors
On January 7, 2022, the 22nd Meeting of the second board of directors of the company considered the matter of increasing the amount of connected transactions. It is agreed that the company will increase the daily connected transaction quota with Yankuang Luhua and coal chemical supply and marketing. After the increase, the daily connected transaction quota is expected to be no more than 520 million yuan from October 2021 to April 2022. The board of directors of the company agrees to authorize the management to handle specific matters related to daily connected transactions within the above estimated amount. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) prior approval and independent opinions of the company's independent directors on the increase of daily connected transaction quota
Prior approval opinion: we have carefully reviewed the increase in the amount of related party transactions. After necessary verification and inquiry of the company, we believe that the transactions to occur this time meet the actual business needs of the company and will be reviewed and disclosed according to the daily related party transactions. The transaction price refers to the market price, follows the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders. Therefore, we agree to the proposal and the company's submission of the proposal to the board of directors for deliberation and disclosure as required.
Independent opinion: the independent directors believe that after the increase of the daily connected transaction amount with Yankuang Luhua and coal chemical supply and marketing, the daily connected transaction between the company and its subsidiaries and Yankuang Luhua and coal chemical supply and marketing is expected to exceed 5% of the audited net assets of the company in 2020, which needs to be submitted to the general meeting of shareholders for deliberation. The transaction price refers to the market price and follows the principles of openness, fairness and impartiality. It will not affect the independence of the company and will not damage the interests of the company and minority shareholders. Related party transactions comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange.
(III) deliberation of the board of supervisors
On January 7, 2022, the 17th meeting of the second board of supervisors of the company considered and approved the proposal on increasing the daily connected transaction quota, and agreed to increase the daily connected transaction quota with Yankuang Luhua and coal chemical supply and marketing.
(IV) verification opinions of the recommendation institution
As the sponsor of Hangzhou Juheshun New Material Co.Ltd(605166) , Guotai Junan Securities Co.Ltd(601211) checked the company's increase in daily connected transaction quota, and the opinions are as follows:
The increase of daily connected transaction quota has been deliberated and approved at the 22nd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, and the independent directors of the company have expressed clear consent. The increase of daily connected transaction quota needs to be approved by the shareholders of the company
