Securities code: Tibet Summit Resources Co.Ltd(600338) securities abbreviation: Tibet Summit Resources Co.Ltd(600338) Announcement No.: 2022027 Tibet Summit Resources Co.Ltd(600338)
Announcement on expected daily related party transactions 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
1. Whether it needs to be submitted to the general meeting of shareholders for deliberation: No;
2. Impact of daily related party transactions on the company: the estimated daily related party transaction amount of the company in 2022 occurs due to the needs of normal production and operation, which can realize the optimal allocation of available resources of the company and maximize the interests of the company and shareholders.
1、 Basic information of daily related party transactions of the company
(I) review procedures for the performance of daily connected transactions
1. The 10th meeting of the 8th board of directors held on April 18, 2022 considered and approved the proposal on the company’s expected daily connected transactions in 2022. When voting on the proposal, the connected directors Mr. Huang Jianrong and Mr. Zhang Jieyuan withdrew and the other five non connected directors participated in the voting.
4. The independent directors of the company approved these related party transactions in advance and issued the following approval opinions in advance:
(1) It is estimated that the daily related party transactions in 2022 will occur due to the needs of the company’s normal production and operation. The price of the related party transactions between the company and related parties is determined fairly and reasonably based on the fair market price and transaction conditions, without damaging the interests of the company and the interests of Guangda, Dazhong and minority shareholders;
(2) It is estimated that the daily related party transactions in 2022 comply with the principles of fairness, openness and impartiality. The related parties enjoy their rights and perform their obligations in accordance with the provisions of the contract, and there is no transfer of interests through related party transactions. It has no negative impact on the company’s future financial situation, operating results and independence.
We agree to submit this proposal to the 10th meeting of the 8th board of directors of the company for deliberation.
5. The independent opinions of the company’s independent directors on this matter are as follows:
(1) It is estimated that the daily related party transactions in 2022 will occur due to the needs of the company’s normal production and operation. The price of the related party transactions between the company and related parties is determined fairly and reasonably based on the fair market price and transaction conditions, without damaging the interests of the company and the interests of Guangda, Dazhong and minority shareholders;
(2) It is estimated that the daily related party transactions in 2022 comply with the principles of fairness, openness and impartiality. The related parties enjoy their rights and perform their obligations in accordance with the contract, and there is no transfer of interests through related party transactions. It has no negative impact on the company’s future financial situation, operating results and independence.
(3) The above matters have been deliberated and adopted at the 10th meeting of the 8th board of directors of the company. When the board of directors deliberated the relevant proposals, the related directors avoided the voting process according to law. The convening procedures and voting procedures of the board of directors of the company were in line with the provisions of relevant laws, regulations and the articles of association.
6. The audit committee of the board of directors gave consent to the related party transactions.
(II) prediction and implementation of daily connected transactions in 2021
In 2021, the company expects the daily amount of related party transactions to be 61.25 million yuan, and the actual amount is 114951 million yuan, which does not exceed the amount approved by the board of directors. The specific transaction composition is as follows:
Unit: 10000 yuan
Name of related party of transaction: estimated actual transaction volume in 2021
Material and equipment procurement Xinjiang Tacheng International Resources Co., Ltd. 500000 105.50
House leasing Shanghai investment portfolio Center Co., Ltd. 11 Shenzhen Ecobeauty Co.Ltd(000010) 2258
House rental (note) China global new technology import and Export Co., Ltd. 25.00 21.43
Total: 612500114951
Note: the company leases its own house to its related party, China global new technology import and Export Co., Ltd.
(III) details of the estimated daily connected transaction quota in 2022
According to the actual situation of daily related party transactions in 2021, the company expects the total amount of daily related party transactions in 2022 to be 62.75 million yuan, as follows:
Unit: 10000 yuan
Name of related party of transaction: actual transaction amount in 2021 and estimated transaction amount in 2022
Material and equipment procurement Xinjiang Tacheng International Resources Co., Ltd. 105.50500000
House leasing (note) Shanghai investment portfolio Center Co., Ltd. 102258125000
House Rental China global new technology import and Export Co., Ltd. 21.43 25.00
Total: 114951627500
Note: the increase in the estimated amount of house lease is due to the increase in the leased area of the company from 2022.
2、 Introduction and relationship of related parties
1. Xinjiang Tacheng International Resources Co., Ltd
Legal representative: Huang Jianrong
Registered capital: RMB 100 million
Registered address: Guangming Road (Economic Cooperation Zone), Tacheng City, Tacheng Prefecture, Xinjiang
Enterprise type: limited liability company
Business scope: self support and agency of import and export of various commodities and technologies; Small border trade; lease; storage; Sales: food, beverage, flammable solid, natural and wet flammable goods, sodium cyanide, metal materials and products, chemical raw materials and products, building materials; Wood; Mineral products Shenzhen Agricultural Products Group Co.Ltd(000061) ； Mechanical equipment, hardware, electrical and electronic products; Textile, clothing and daily necessities; Office automation; Scrap metal; Waste copper, aluminum, steel, plastic and paper; Gold, silver and products.
Related relationship: by the end of 2021, Xinjiang Tacheng International Resources Co., Ltd. held 31.38% of the shares of the company and was the controlling shareholder of the company.
2. China global new technology import and Export Co., Ltd
Legal representative: Huang Jianrong
Registered capital: RMB 22.9 million
Registered address: room 10e, block D, No. 8, Chaoyangmen North Street, Dongcheng District, Beijing
Company type: limited liability company
Business scope: import and export business, sales of mechanical and electrical products, automobiles, building materials, decoration materials, chemical raw materials and products, hardware and electricity, knitwear and textiles, and daily necessities; Exhibition, marketing and consulting services; Technology development and technology transfer.
Related relationship: at the end of the reporting period, China global new technology import and Export Co., Ltd. was a subsidiary of 51% equity held by Tacheng international, the controlling shareholder of the company, and the person acting in concert, holding 4.91% of the shares of the company.
3. Shanghai portfolio Center Co., Ltd
Legal representative: Huang Jianrong
Registered capital: RMB 20 million
Registered address: room 1201, No. 305, Liuying Road, Shanghai
Company type: limited liability company
Main business: industrial investment, investment consulting, investment planning; China Trade (except franchised commodities) is engaged in the import and export of goods and technology.
Affiliated relationship: Mr. Huang Jianrong, the legal representative of Shanghai investment portfolio Center Co., Ltd., who also holds the post of chairman of the company, meets the conditions specified in Item 3 of article 10.1.3 of the stock listing rules of Shanghai Stock Exchange, and is an affiliated legal person of the company.
3、 Pricing policy and basis
Based on the principle of good faith and on the basis of openness, fairness and impartiality, both parties shall make pricing with reference to the market price.
1. Material and equipment procurement is to use the procurement and logistics channels of related parties to improve procurement efficiency and obtain preferential terms for payment. Under the same conditions, the purchase price shall not be higher than the quotation of a comparable third party in principle.
2. The leased and leased houses are mainly used for office use. The actual rental price is determined by referring to the surrounding market price and taking into account the geographical location, house area and other factors.
4、 The purpose of transaction and the impact of transaction on Listed Companies
1. Related party transactions involving house leasing and renting between related parties and the company can make full use of the resource advantages of all parties, realize resource sharing and complementarity between related parties, and ensure the normal development of production and operation of the company. 2. Most of the production equipment and materials of Tazhong Mining Co., Ltd., a wholly-owned subsidiary of the company in the Republic of Tajikistan, are imported from China. Tajikistan borders Xinjiang autonomous region only Karasu port in Kashgar region. Related parties purchase some materials and equipment required for Tazhong mining production. They can use their accumulated foreign trade experience and resource network for many years to reduce the cost of mine site management. At the same time, the company is improving its ability through continuous standardization, and the amount of related party transactions in the procurement of relevant materials and equipment is decreasing year by year.
The daily related party transactions between the company and related parties are based on the market principle of equality, mutual benefit and compensation for equal value. The rights and obligations of both parties are determined by signing a written contract or agreement fairly and reasonably at a fair market price and transaction conditions. There is no damage to the interests of the company and the interests of the majority of minority shareholders and the independence of the company. It has a positive impact on the company’s future financial situation and operating results.
It is hereby announced.
Tibet Summit Resources Co.Ltd(600338)
Board of directors
April 20, 2022
