Securities code: 301219 securities abbreviation: Tengyuan cobalt industry Announcement No.: 2022014 Ganzhou Tengyuan cobalt industry new material Co., Ltd
Announcement on daily connected transactions 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.
Ganzhou Tengyuan cobalt new materials Co., Ltd. (hereinafter referred to as “the company”) held the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 20, 2022, and deliberated and adopted the proposal on daily connected transactions expected in 2022. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The relevant information is hereby announced as follows:
1、 Basic information of daily connected transactions
1. Review procedures for the performance of daily connected transactions
The company held the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 20, 2022. The proposal on daily connected transactions expected in 2022 was deliberated and adopted respectively, and the connected directors have avoided voting. The independent directors of the company issued their prior approval opinions and unanimous independent opinions, and the recommendation institution issued no objection verification opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Xiamen Tungsten Co.Ltd(600549) (hereinafter referred to as ” Xiamen Tungsten Co.Ltd(600549) ), Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as” Ganfeng Lithium Co.Ltd(002460) “) and Xie Fubiao need to avoid voting.
2. Estimated category and amount of daily related party transactions
The company has estimated the daily related party transactions in 2022, as follows:
Unit: 10000 yuan
Name of related party of related party transaction the estimated transaction amount of related party transaction in related party transaction occurred in the previous year
Amount of price tolerance principle of easy category
To the related Xiamen Tungsten Co.Ltd(600549) cobalt products, the market price is 150 Shenzhen Fountain Corporation(000005) 795437
Human sales
Product Ganfeng Lithium Co.Ltd(002460) cobalt product sales market price 20 Ping An Bank Co.Ltd(000001) 18145
Subtotal – 170 Shenzhen Fountain Corporation(000005) 913582
ZHX
The market price of leasing Congo from associated international is 50.00 38.22
Rental of metal (gold) site
Site company
Subtotal – 50.00 38.22
The market price of copper cobalt ore purchased from related Jiang Ming is 460 Fawer Automotive Parts Limited Company(000030) 17142
Human relatives
Original subtotal of procurement – 460 Fawer Automotive Parts Limited Company(000030) 17142
Material Science
Total – 21605 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) 4546
2、 Basic information of related parties
(Ⅰ) Xiamen Tungsten Co.Ltd(600549)
Company name Xiamen Tungsten Co.Ltd(600549)
Date of establishment: December 30, 1997
The registered capital is 1418459200 yuan
Paid in capital: RMB 1418459200
Registered address: kejing community, Haicang District, Xiamen City, Fujian Province
Production and operation address: 21-22 / F, block a, Portman wealth center, special room 81, Zhanhong Road, Xiamen
Legal representative: Huang Changgeng
Tungsten and rare earth investment; Smelting and processing of tungsten and non-ferrous metals; Production and sales of tungsten alloys, tungsten deep-processing products and rare earth metal deep-processing products; Production and sales of metal, wood, plastic and cloth packaging products; Manufacturing technology, analysis and testing of powder, cemented carbide, precision cutting tools, tungsten molybdenum wire materials, materials within the business scope of new energy and rare earth metals, as well as engineering transformation of scientific and technological achievements; Real estate development and operation; Export the products produced and processed by the enterprise and import the production technology, equipment, raw and auxiliary materials and spare parts required by the enterprise (plans, quotas, licenses and automatically registered commodities shall be submitted for approval separately); improvement trade.
Association with the listed company Xiamen Tungsten Co.Ltd(600549) is the shareholder holding more than 5% of the company’s shares, and Xiamen Tungsten Co.Ltd(600549) and its subsidiaries Xiamen xiawu new relationship Energy Materials Co., Ltd., Xiamen Xiangyu Co.Ltd(600057) Minglu International Trade Co., Ltd. are the sales related parties of this item.
Year / end of 2021: total assets: 32420893000 yuan; Net assets of the latest financial data attributable to shareholders of the parent company: 89609448 million yuan; Operating income: 31852195700 yuan; Net profit attributable to shareholders of the parent company: 1180534100 yuan.
Performance capability analysis as of the disclosure date of this announcement, Xiamen Tungsten Co.Ltd(600549) is not a dishonest person.
(Ⅱ) Ganfeng Lithium Co.Ltd(002460)
Company name Ganfeng Lithium Co.Ltd(002460)
Date of establishment: March 2, 2000
Registered capital: 1437478900 yuan
Paid in capital: 1437478900 yuan
Registered address: Longteng Road, economic development zone, Xinyu City, Jiangxi Province
Production and operation address: Longteng Road, economic development zone, Xinyu City, Jiangxi Province
Legal representative: Li Liangbin
Licensed items: operation of hazardous chemicals, import and export of goods (items that must be approved according to law can only be carried out after being approved by relevant departments) general items: manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals), sales of chemical products (excluding chemical products within the scope of licensed business), smelting of common non-ferrous metals, Nonferrous metal alloy manufacturing, nonferrous metal alloy sales, battery manufacturing, resource recycling technology research and development, new material technology promotion services, engineering and technology research and experimental development, and engage in investment activities with their own funds (except for licensed business, they can independently operate projects not prohibited or restricted by laws and regulations in accordance with the law)
Association with listed companies Ganfeng Lithium Co.Ltd(002460) is a shareholder holding more than 5% of the company’s shares, and Ganfeng Lithium Co.Ltd(002460) and its subsidiary Jiangxi Ganfeng circular Technology Co., Ltd. are sales related parties of this item.
Year / end of 2021: total assets: 39056652600 yuan; Net assets of the latest financial data attributable to the shareholders of the parent company: 21893749400 yuan; Operating income: 111622100 yuan; Net profit attributable to shareholders of the parent company: 52284047 million yuan.
Analysis of performance capability as of the disclosure date of this announcement, Ganfeng Lithium Co.Ltd(002460) is not a dishonest person.
(Ⅲ)ZHX INTERNATIONALMETALCOMPANY
ZHX international company is a company controlled by Mr. Xie Fubiao, one of the actual controllers, director and deputy general manager of the company. Except for land and house leasing, ZHX International Corporation has no actual operation.
(IV) Jiang Ming
Mr. Jiang Ming, the son of cousin Xie Fubiao, is not a related party specified in the listing rules. However, based on the principle of prudence, the transaction between the company and Jiang Ming is subject to the corresponding review procedures with reference to the related party transaction.
The above-mentioned related parties or their relatives have normal production and operation and have the ability to perform the contract. The above-mentioned related transactions are required for the production and operation of the company.
3、 Main contents of related party transactions
1. Main contents of related party transactions
The daily related party transactions between the company and related parties mainly include the purchase of goods, leasing of sites and sales of products from related parties, which belong to normal business transactions. The cooperation between the two parties can give full play to their respective advantages in technology and market, so as to better meet the needs of the company’s operation and development.
2. Signing of related party transaction agreement
Within the estimated amount approved in this review, the board of directors will not be convened for review. The two parties to the transaction will sign relevant contracts according to the specific transaction contents, and the payment arrangement and settlement method of the transaction will be implemented in accordance with the specific contract. 4、 Purpose of related party transactions and its impact on Listed Companies
1. Fairness of related party transactions
Related party transactions between the company and related parties follow the market principles of equality, mutual benefit and compensation for equal value, and determine the price of related party transactions through fair and reasonable negotiation. Such transactions are normal commercial transactions, do not damage the interests of listed companies and minority shareholders, and will not affect the independence of the company.
2. Necessity of related party transactions
The above connected transactions are the daily operational transactions and businesses of the company, which are the normal needs of business development and production and operation. The long-term and good partnership between the company and the above related parties is reasonable and necessary for the sustainable and stable operation of the company and the development of the company.
5、 Opinions of independent directors, board of supervisors and recommendation institutions
1. Opinions of the board of directors
The company held the 25th meeting of the second board of directors on April 20, 2022, deliberated and passed the proposal on the expected daily connected transactions in 2022, agreed to the company’s matters on the expected daily connected transactions in 2022, and the connected directors have avoided voting. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. 2. Opinions of independent directors
(1) Prior approval opinion
After verification, we believe that the company’s daily connected transactions in 2022 are expected to be based on the needs of the company’s normal business activities, the transaction pricing is fair and reasonable, in line with the relevant regulations of the China Securities Regulatory Commission and Shenzhen Stock Exchange, there is no damage to the interests of the company and shareholders, especially minority shareholders, and will not affect the independence of the company.
Therefore, all independent directors unanimously agreed to submit the proposal to the 25th meeting of the second board of directors of the company for deliberation.
(2) Independent opinion
After verification, we believe that the company’s estimate of daily related party transactions in 2022 is based on the company’s normal business operation and meets the actual business needs of the company. At the same time, we follow the market principles of equality, mutual benefit and compensation for equal value, and determine the related party transaction price through fair and reasonable negotiation. It is a normal commercial transaction and will not damage the interests of listed companies and minority shareholders. When the board of directors of the company deliberated on this proposal involving related party transactions, the related directors avoided voting, and their voting procedures and processes were in line with the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions.
Therefore, all independent directors unanimously agreed to the company’s proposal on the expected daily connected transactions in 2022 and agreed to submit it to the company’s 2021 annual general meeting for deliberation.
3. Opinions of the board of supervisors
The company held the 15th meeting of the second board of supervisors on April 20, 2022, deliberated and approved the proposal on the expected daily connected transactions in 2022, and agreed to the company’s matters on the expected daily connected transactions in 2022. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
4. Opinions of the sponsor
After verification, the sponsor believes that the above matters related to the daily connected transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, and the connected directors have avoided voting. The independent directors have expressed their independent opinions on the above transactions and will submit them to the general meeting of shareholders of the company for deliberation. The aforesaid decision-making procedures comply with relevant laws and regulations, the articles of association and the management system of the company’s connected transactions. The daily related party transactions between the company and related parties in 2022 are normal market behavior, meet the needs of the company’s operation and development and the interests of the company and shareholders; These related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The pricing is reasonable and fair, and will not have an adverse impact on the financial status and operating results of the company and the company, damage the interests of the company and all shareholders, especially minority shareholders, and affect the independence of the company. The main business of the company will not rely on related parties due to such transactions.
In conclusion, the recommendation institution has no objection to the company’s daily related party transactions in 2022.
6、 Documents for future reference
