Securities code: Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) securities abbreviation: Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Announcement No.: 2022016
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762)
Confirmation of related party transactions in 2021 and daily transactions in 2022
Announcement of estimated related party transactions
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、 Implementation of related party transactions in 2021
(I) related party transactions concerning the renewal of Junyue Huating real estate from the related party Ms. Lin Yanjing
1. Overview of related party transactions
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) (hereinafter referred to as "the company" or " Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) "), due to the needs of business development, renewed the lease of a real estate with a total area of 708 square meters to Ms. Lin Yanjing, the daughter of Lin Haoliang and Lin ruowen, the actual controller of the company, located at No. 117, 217, 118, 218, 119 and 219, building 2-3, Junyue Huating, No. 99, Jinsha Road, Shantou City, as a direct store. The lease term is from January 1, 2020 to December 31, 2022.
Ms. Lin Yanjing is the child of Mr. Lin Haoliang, the chairman of the company, and Ms. Lin ruowen, the vice chairman of the company. She is brother and sister to Mr. Lin Guodong, the director and general manager of the company. According to the Listing Rules of Shenzhen Stock Exchange and the articles of association, Ms. Lin Yanjing is a connected natural person of the company, and the above transactions constitute connected transactions. The second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors held on December 31, 2019 considered and adopted the proposal on renewing the lease of Junyue Huating real estate from the related party Ms. Lin Yanjing. The related directors Mr. Lin Haoliang, Ms. Lin ruowen and Mr. Lin Guodong avoided voting. The independent directors expressed their independent opinions on the above connected transactions.
2. Basic information of related parties
Related party: Lin Yanjing
Relationship with related parties: immediate family members of the actual controller
Transaction object: shops 117, 217, 118, 218, 119 and 219, building 2-3, Junyue Huating, No. 99 Jinsha Road, Shantou City
Property right relationship: Ms. Lin Yanjing is the owner of the subject house of the transaction
The location of the subject matter of the transaction is in the central business district of Shantou City. The rental price of this time refers to the price of the rental shops on similar floors. The store serves as a window for the company's high-end brand display and experience, so as to improve the popularity of the brand in the high-end customer base. The major shareholders Lin Haoliang and Ms. Lin Yanjing, the daughter of Lin ruowen and his wife, rented shops to the company at a fair price.
4. Main contents of transaction
Name of related party the starting date and ending date of the subject matter of the transaction are priced according to the transaction amount in 2021 (yuan)
Lin Yanjing housing construction January 1, 2020 December 31, 2022 market price 1062000 lease
5. Transaction purpose and impact on Listed Companies
The related leasing business with Ms. Lin Yanjing, the daughter of Mr. Lin Haoliang, the controlling shareholder and actual controller of the company, is the need for the normal operation of the company.
6. From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
From January 1, 2022 to April 18, 2022, the company paid the rent of 531000 yuan from January to June, 2022 for shops 117, 217, 118, 218, 119 and 219, building 2-3, Junyue Huating, No. 99 Jinsha Road, Shantou.
7. Independent opinions of independent directors
Due to the needs of business development, the company renewed the lease of a real estate from Ms. Lin Yanjing, the daughter of Mr. Lin Haoliang, the actual controller of the company. The real estate is located at No. 117, 217, 118, 218, 119 and 219, building 2-3, Junyue Huating, No. 99 Jinsha Road, Shantou, with a total construction area of 708 square meters. It is used as the business place of Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Junyue store. The lease term is three years, from January 1, 2020 to December 31, 2022, The rental price of the above pavement shall be determined according to the market price of the lot.
After deliberation, the independent directors believe that it is necessary for the company to renew the real estate of related parties due to business development; Related party transactions are based on friendship, equality and mutual benefit, and embody the principles of integrity, fairness and justice; The transaction price is calculated based on the market evaluation price of the lot. The transaction price is fair and does not harm the interests of the company and shareholders. In addition, this connected transaction also needs to make decisions in accordance with the authorities and procedures specified in laws, regulations, other normative documents and the articles of association, and the connected directors or shareholders have avoided voting in accordance with relevant regulations. This related party transaction is priced according to the market fair price, and there is no violation.
(II) related party transactions concerning the purchase of milk powder from mirlele company
1. Overview of related party transactions
Mirlele dairy (Shanghai) Co., Ltd. (hereinafter referred to as "mirlele") is a joint-stock company of Guangdong Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) Investment Co., Ltd. (hereinafter referred to as "Rabbi investment"), a wholly-owned subsidiary of the company. In 2021, the company has sold the equity of mirlele. At the 8th meeting of the 4th board of directors held on January 29, 2021, the company considered the proposal on signing the general agency agreement and dealer cooperation agreement with the related party mirlele (Shanghai) Food Sales Co., Ltd. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Mr. Lin Guodong, the director of the company, has avoided voting when the board of directors deliberated the related party transaction proposal; Mr. Lin Haoliang, chairman of the board of directors, and Ms. Lin ruowen, vice chairman of the board of directors, as immediate relatives of Mr. Lin Guodong, also avoided voting.
In January 29, 2021, the Chinese mainland's general agent agreement and Semper were signed with Mier Le Er (Shanghai) Food Sales Co., Ltd. (hereinafter referred to as "honey food") for the needs of business, and the signing of "honey food (Shanghai) Food Sales Co., Ltd. mccarrabi" series of children formula milk powder. ® Organic "infant auxiliary food distributor cooperation agreement". The company will purchase milk powder and supplementary food from honey food for trial sale in China; The total amount of the above two agreements is RMB 10.035 million. In September 2021, due to the change of market environment, in order to reduce the risk, the company signed the purchase and sales contract of maikou Lexiang series children's formula milk powder through consultation with honey food, reducing the purchase amount to RMB 5 million and no longer adopting the joint brand method.
Since Mr. Lin Guodong, the director of the company, was a director of the joint-stock company "mirlele", the company signed a purchase and sales agreement with "mirlele food", a holding subsidiary of "mirlele", which constituted a related party transaction.
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2. Basic information of related parties
Related party: mirlele (Shanghai) Food Sales Co., Ltd
Relationship with related parties: Directors of the company concurrently serve as directors of the enterprise
Transaction content: the company purchased maikolejiang series of children's formula milk powder from honey food, with an amount of 5 million yuan. 3. Pricing policy and basis of the transaction
The purchase unit price of this transaction is based on the market price, according to the product price system of Mier Le'er company, after analogy evaluation with similar contracts, and determined through independent commercial negotiation. The transaction price is objective and fair.
4. Main contents of transaction
The pricing of related party transactions on the starting date and ending date of the underlying transaction is based on the trading amount of the transaction name in 2021 (yuan)
Honey food milk powder 2021.1.29202112.31 market price 629280
product
(Note: the payment of 5 million yuan has been paid in advance. As of December 31, 2021, the remaining undelivered amount is 4370720 yuan. As milk powder is a product with strong validity, the company will arrange delivery in 2022 according to the actual situation, so as to avoid the storage cost caused by centralized delivery and the risk caused by the approaching validity of inventory)
5. Transaction purpose and impact on Listed Companies
This transaction is an attempt made by the company to expand the commodity categories of stores and online business. The above transactions between the company and related parties are the actual needs of the company's production and operation. This related party transaction is conducted in accordance with the principles of voluntariness, equality, mutual benefit and fairness. The transaction price is determined through independent commercial negotiation and the price is fair. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, It will not affect the independence of the company and will not adversely affect the company.
6. From the beginning of the year to the disclosure date, the total amount of various related party transactions with the related party has been accumulated
Since 2022, honey food is no longer an affiliate of the company and has no relationship.
7. Independent opinions of independent directors
This transaction is an attempt made by the company to expand the commodity categories of stores and online business. The above transactions between the company and related parties are the actual needs of the company's production and operation. This related party transaction is conducted in accordance with the principles of voluntariness, equality, mutual benefit and fairness. The transaction price is determined through independent commercial negotiation and the price is fair. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders, It will not affect the independence of the company and will not adversely affect the company.
After deliberation, the independent directors believe that this transaction is an attempt made by the company to expand stores and online business commodity categories. Related party transactions are based on friendship, equality and mutual benefit, and embody the principles of integrity, fairness and justice. The pricing of this related party transaction follows the market-oriented principle. The transaction price is fair and reasonable, which will not have an adverse impact on the overall interests of the company, and there is no damage to the interests of the company and its shareholders, especially small and medium-sized shareholders.
2、 Forecast of related party transactions in 2022
(I) overview of related party transactions
It is estimated that in 2022, the company plans to cooperate with the actual controllers Lin Haoliang and Lin ruowen's daughter Lin Yanjing
Related party transactions with a transaction volume of no more than RMB 1062000. The second meeting of the Fourth Board of directors and the second meeting of the Fourth Board of supervisors held on December 31, 2019 considered and adopted the proposal on renewing the lease of Junyue Huating real estate from the related party Ms. Lin Yanjing. The related directors Mr. Lin Haoliang, Ms. Lin ruowen and Mr. Lin Guodong avoided voting. The independent directors expressed their independent opinions on the above connected transactions. (II) category and amount of estimated related party transactions
Category of related party transactions actually occurred in the previous year of related party transactions in 2022
Amount (yuan)
Direct contact with related parties
Lin Haoliang, Lin ruowen
Relative Lin Yanjing female 1062000 (Note 1) Lin Guodong
Shi rental shop
Note 1: 1062000 yuan is only the one-year shop rental amount in 2022; The term of the contract is three years (from January 1, 2020 to December 31, 2022). The total amount of the three-year shop lease agreed in the contract is 3186000 yuan.
3、 Related person introduction and relationship
(I) basic information
The related persons Lin Haoliang and Lin ruowen are the chairman and vice chairman of the company respectively. They are the controlling shareholder and actual controller of the company. Mr. Lin Guodong is the director and general manager of the company.
(II) relationship with listed companies
Ms. Lin Yanjing, the related party, is the daughter of Lin Haoliang and Lin ruowen, the actual controllers of the company, and has a brother sister relationship with Mr. Lin Guodong, the director and general manager of the company. The above-mentioned natural persons comply with the provisions on the related relationship of Shenzhen Stock Exchange.
(III) performance capability analysis
The above connected transactions are for normal production and operation or business needs. The real estate ownership of the connected transactions is under the name of Ms. Lin Yanjing, and the counterparty has the ability to perform.
4、 Main contents of related party transactions
(I) main contents of related party transactions
The pricing of related party transactions shall follow the principle of fair transaction and trade according to the market price.
The parties to the transaction propose that the rent should be settled every six months.
(II) signing of related party transaction agreement
The house lease contract for related party transactions in 2022 was signed in December 2019 and expired on December 31, 2022.
5、 Purpose of related party transactions and its impact on Listed Companies
The purpose of related party transactions is to display the brand image with Direct stores, which belongs to the normal production and operation needs of the company. The transaction price is fair, and there is no damage to the interests of the company and shareholders. There is no non-standard or illegal situation in related party transactions and pricing.
6、 Opinions of independent directors
The independent directors reviewed the necessity and fairness of this related party transaction in advance. The transaction abided by the principles of fair, reasonable and market price transaction and would not affect the independence of the company. They agreed to submit the daily related party transaction proposal to the board of directors of the company for deliberation.
The independent directors have expressed the following independent opinions on the proposal of related party transactions reviewed by the board of directors: the daily related party transactions comply with the principles of fairness, openness and impartiality. It is not found that the board of directors and related directors violate the principle of good faith, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders and non related shareholders. When the board of directors deliberated on the proposal of related party transactions, the related directors avoided voting, the decision-making procedures were in line with the provisions of the company law, the securities law, the stock listing rules of Shenzhen Stock Exchange and other relevant laws and regulations, and agreed to the daily related party transactions deliberated by the board of directors.
Jinfa Labi Maternity & Baby Articles Co.Ltd(002762) board of directors
