Securities code: Guizhou Chanhen Chemical Corporation(002895) securities abbreviation: Guizhou Chanhen Chemical Corporation(002895) Announcement No.: 2022046 convertible bond Code: 127043 convertible bond abbreviation: CHUANHENG convertible bond
Guizhou Chanhen Chemical Corporation(002895)
Announcement on confirming the amount of daily connected transactions in 2021 and increasing the forecast of daily connected transactions with bosus 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
(I) overview of daily connected transactions
1. Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as “the company” and “the company”) is expected to reach an executive settlement agreement with the debtor in 2021 after being deliberated and approved by the 31st meeting of the second board of directors and the 4th extraordinary general meeting of shareholders in 2020, and due to the mediation of the people’s court in the process of debt recovery by the related party Guizhou Fuquan Phosphate Mine Co., Ltd. (hereinafter referred to as “Fuquan phosphate mine”), It is agreed that the debtor will pay off the debt with all its phosphate rock. The new connected transaction was reviewed and approved at the fourth meeting of the third board of directors of the company, and the amount of connected transactions related to daily operation in 2021 was confirmed at the 15th meeting of the third board of directors of the company.
2. According to the actual needs of production and operation and due to the rise of product prices, the company and its subsidiaries plan to increase cooperation with related parties Xinjiang bosuosi Ecological Technology Co., Ltd. and its wholly-owned subsidiaries Xinjiang bosuosi Jiamu chemical fertilizer Co., Ltd., Xinjiang bosuosi chemical fertilizer Co., Ltd., Xinjiang bosuosi Xin’an chemical fertilizer Co., Ltd Xinjiang bosuosi Agricultural Technology Co., Ltd. (hereinafter referred to as “bosuosi”) has a daily connected transaction amount of 30 million yuan. The matter has been deliberated and approved at the 15th meeting of the third board of directors of the company, and related directors Mr. Zhang Haibo and Mr. Wang Jiacai avoided voting. The total amount of related party transactions with bosus in 2022 is expected to be 150 million yuan. 3. The independent directors of the company have issued prior approval opinions and independent opinions on the daily related party transactions of the company, which must be approved by the general meeting of shareholders, and the related shareholders will avoid voting on the proposal.
4. The daily related party transactions do not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
(II) increased category and amount of estimated daily related party transactions
Unit: RMB 10000
Related party transaction related party transaction content related party transaction pricing principle estimated amount
category
Sales of monoammonium phosphate and others (including 300000 yuan determined by referring to the market price) to bosus
Sales of commodities (trade products)
(III) category and amount of daily related party transactions in 2022 after increase
Unit: RMB 10000
Estimated amount of related party transactions as of March 31
Category related party related party transaction content related party transaction pricing principle amount incurred
forehead
Based on the cost addition of mixed fertilizer and water-soluble fertilizer, Xie 550000 32.92
Quotient determination
To the related person bosus
Sales of commodities sales of monoammonium phosphate and others are determined by reference to the market price 95 Shenzhen Properties & Resources Development (Group) Ltd(000011) 4789
(including trade products)
Subtotal — 15 Ping An Bank Co.Ltd(000001) 18081
(IV) actual occurrence of related party transactions in 2021
Unit: RMB 10000
Actual amount of related party transactions between related parties estimated amount of actual amount of related party transactions accounted for the proportion of the same actual amount and the easy category business on the pre disclosure date (%), difference in amount (%) and index
Sales of mixed fertilizer and water 251568410000 98.03% – 38.64%
Sales to 12 people of related dissolved fertilizer in 2020, sales of ammonium polyphosphate by bosus, monoammonium phosphate, chlorine 373357400000, 5.35% – 6.94% tide information network, potassium, etc. Announcement No.:
Purchase phosphorus ore 3687684500000 6.25% – 91.81% 2021100 from related personnel 2020101 and Fuquan phosphorus.
Raw material ore [Note 1]
1. The reason for the large difference in the amount of related party transactions with bosuosi mixed fertilizer and water-soluble fertilizer: the board of directors of Xinjiang irrigation company changed the actual water policy for daily related party transactions, and the irrigation area decreased, resulting in the reduction of sales volume. 2. Reasons for the large difference in the amount of related party transactions with Fuquan Phosphate Mine: Fulin mining, the holding subsidiary of the company, explained that it had completed the acquisition of mining rights and related assets of Xinqiao Phosphate Mine and jigongling Phosphate Mine of Fuquan Phosphate Mine in March 2021, and Fuquan phosphate mine would no longer carry out phosphorus ore mining business, The daily related party transactions expected by both parties do not continue to occur.
1. The reason for the large difference in the amount of related party transactions with bosuosi mixed fertilizer and water-soluble fertilizer: the independent directors of Xinjiang irrigation company changed the actual water policy for daily related party transactions, and the irrigation area decreased, resulting in the reduction of sales. There is a big difference between the international situation and the expectation. 2. Reasons for the large difference in the amount of related party transactions with Fuquan Phosphate Mine: confirm the explanation of the board of directors on the reasons for the large amount difference. Fulin mining, the holding subsidiary of the company, completed the acquisition of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets of Fuquan Phosphate Mine in March 2021, Fuquan phosphate mine will no longer carry out phosphate ore mining business, and the daily related party transactions expected by both parties will not continue to occur.
Note 1: the related party transaction amount of purchasing phosphate ore with Fuquan phosphate rock has included the phosphate rock transaction amount of Fuquan phosphate rock obtained from the settlement with the debtor discussed and approved by the fourth meeting of the third board of directors of the company.
2、 Introduction of related parties and main contents of related relationships and related transactions
(I) Xinjiang bosuosi Ecological Technology Co., Ltd
1. Basic information
Legal representative: decombeldanny camiel
Registered capital: 80 million yuan
Business scope: production, sales, R & D and after-sales service of large element water-soluble fertilizer, medium element water-soluble fertilizer, trace element water-soluble fertilizer, organic water-soluble fertilizer, humic acid containing water-soluble fertilizer, amino acid containing water-soluble fertilizer, alginic acid containing water-soluble fertilizer, special fertilizer for crop irrigation, foliar fertilizer, flushing fertilizer, organic compound fertilizer, inorganic compound fertilizer, microbial fertilizer, soil conditioner, mixed fertilizer, fertilizer synergist Production and sales of agricultural and forestry water retaining agents, soil remediation bacteria and chemical fertilizers, agricultural science and technology promotion and services, purchase and sales of analytical instruments, environmental protection instruments, experimental instruments and agricultural machinery, vehicle leasing, agricultural services, agricultural machinery operation and repair. (the above-mentioned enterprises that must be subject to the special examination and approval of the state can only operate after obtaining the license. Those involving state-owned trade, quota license management, export quota bidding and special management shall be handled in accordance with the relevant provisions of the state). (if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Address: staff entrepreneurship Park of the eighth regiment of the first division of Xinjiang alar production and Construction Corps
The latest financial data: as of March 31, 2022, the main financial indicators of bosus ecological consolidated statements are as follows: total assets: 2646363 million yuan, total liabilities: 1279972 million yuan, net assets: 1366391 million yuan, operating income: 117684 million yuan, net profit: – 411600 yuan.
2. Relationship with the company
The company holds 40% of the equity of bosus ecology and appoints Mr. Wang Jiacai and Mr. Zhang Haibo as the directors of bosus ecology. The related party meets the related relationship stipulated in article 10.1.3 of the stock listing rules of Shenzhen Stock Exchange.
3. Performance capability analysis
At present, bosuosi ecology has normal production and operation and good performance ability. The latest financial data show that the company is in good operation.
4. Main contents of related party transactions
The price of related party transactions is determined through negotiation on the basis of cost plus and with reference to the market price according to the market conditions. The parties to the transaction have not signed a related party transaction contract, and the specific “contract” will be signed separately according to the market operation, without damaging the interests of the company and shareholders.
(II) Xinjiang boshuosijiamu chemical fertilizer Co., Ltd
1. Basic information
Legal representative: decombeldanny camiel
Registered capital: 14.863 million yuan
Business scope: mass element water-soluble fertilizer, humic acid water-soluble fertilizer, amino acid water-soluble fertilizer, trace element water-soluble fertilizer, special fertilizer for crop drip irrigation, organic compound fertilizer, inorganic compound fertilizer, microbial fertilizer, soil conditioner, foliar fertilizer, flushing fertilization, deep fertilization, production and sales of mixed fertilizer, R & D and after-sales service, agricultural science and technology promotion and service; Purchase and sale of analytical instruments, environmental protection instruments, experimental instruments and agricultural machinery; Vehicle rental services (the above-mentioned services that must be specially approved by the state can only be operated after obtaining a license. Those involving state-owned trade, quota license management, export quota bidding and special regulations management shall be handled in accordance with the relevant provisions of the state). Address: building materials area, Wensu Industrial Park, Wensu County, Aksu Prefecture, Xinjiang
2. Relationship with the company
The company holds 40% of the equity of bosus ecology and appoints its directors Mr. Wang Jiacai and Mr. Zhang Haibo as the directors of bosus ecology. Bosus Jiamu is a wholly-owned subsidiary of bosus ecology. The related party meets the related relationship stipulated in article 10.1.3 of the stock listing rules of Shenzhen Stock Exchange.
3. Performance capability analysis
Bosuo sijiamu has normal production and operation, good performance ability, no risk of default in related party transactions, and smooth cooperation with the company. The above related party transactions are the needs of the company’s production, operation and sustainable development. 4. Main contents of related party transactions
The price of related party transactions is determined through negotiation on the basis of cost plus and with reference to the market price according to the market conditions. The parties to the transaction have not signed a related party transaction contract, and the specific “contract” will be signed separately according to the market operation, without damaging the interests of the company and shareholders.
(III) Xinjiang bosuosi chemical fertilizer Co., Ltd
1. Basic information
Legal representative: Huang Qi
Registered capital: 2.1 million yuan
Business scope: production, sales, R & D and after-sales service of large element water-soluble fertilizer, humic acid water-soluble fertilizer, amino acid water-soluble fertilizer, trace element water-soluble fertilizer, special fertilizer for crop drip irrigation, organic compound fertilizer, inorganic compound fertilizer, microbial fertilizer, soil conditioner, foliar fertilizer, flushing fertilizer, deep fertilizer, mixed fertilizer, agricultural science and technology promotion and service, analytical instruments, environmental protection instruments, experimental instruments Purchase and sale of agricultural machinery, car rental.
Address: Jin, Shawan County, Tacheng Prefecture, Xinjiang
