Securities code: Jinhe Biotechnology Co.Ltd(002688) securities abbreviation: Jinhe Biotechnology Co.Ltd(002688) Announcement No.: 2022012 Jinhe Biotechnology Co.Ltd(002688)
Announcement on expected related party transactions with Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are liable for false records, misleading statements or major omissions in the announcement.
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
On April 20, 2022, Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as “the company”) held the 27th meeting of the 5th board of directors. There were 9 directors who should participate in the meeting, 9 actually participated in the meeting, Mr. Wang Dongxiao, Mr. Li Fuzhong and Mr. Wang Zhijun avoided voting, and the other 6 non affiliated directors participated in the voting. The meeting was agreed by 6 votes and 0 votes against, The proposal on the estimated related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022 was deliberated and adopted with 0 abstentions. In view of the needs of the normal production and operation of the company and its subsidiaries, it is expected that the related party transactions of capital construction projects and infrastructure maintenance provided by the related party Inner Mongolia Jinhe construction and installation Co., Ltd. (hereinafter referred to as “Jinhe Jian’an”) will occur in 2022. The total amount of related party transactions is expected to be no more than 186.5 million yuan, accounting for 7.65% of the company’s latest audited net assets attributable to the shareholders of the listed company. In 2021, the total amount of related party transactions actually occurred between the company and the related party was 201056 million yuan.
The independent directors of the company expressed their prior approval opinions and independent opinions on the related party transaction. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation. At that time, the connected shareholders Jinhe holdings, Lu Mudan, Lu Manman, Li Fuzhong, Wang Xiaoying, Wang Zhijun and Jiao Bingzhu need to avoid voting. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2. Estimated category and amount of daily related party transactions
In 2022, it is expected that related party transactions of capital construction projects and infrastructure maintenance provided by related party Jinhe Jian’an will occur, and the total amount of related party transactions is expected to be no more than 186.5 million yuan. It mainly includes the following projects: (1) the company plans to build a new project with an annual output of 52000 tons of veterinary drug grade high-efficiency aureomycin and 1000 tons of aureomycin hydrochloride API in Tuoketuo Industrial Park, Tuoketuo county. The project covers a total area of 141.45 mu, a total construction area of 84664m2, a total structure area of 7330m2, and a total investment of 66458700 yuan, including an estimated investment of 200604 million yuan in construction engineering, which is expected to be completed by 2022, After the completion of the project, the fair settlement shall be based on the project cost audited by the intermediary;
(2) In order to improve the coal storage capacity, the company plans to build a new coal shed in the plant area. The construction area of the coal shed is about 6270m2, with concrete independent foundation, 3-meter-high concrete slab wall around and color steel sector of steel structure above the slab wall. The total investment is expected to be 4.5 million yuan, and 4.5 million yuan is expected to be completed in 2022. After the project is completed, it will be fairly settled based on the project cost audited by the intermediary agency;
(3) The 1000 t / a doxycycline hydrochloride project of Inner Mongolia Jinhe Pharmaceutical Technology Co., Ltd., a subsidiary, is ready for construction and will start construction in Tuoketuo Industrial Park, Tuoketuo county. The total investment of the project is 909186 million yuan, including 226154 million yuan of estimated investment in construction engineering. It is expected to be completed in 2022. After the project is completed, it will be fairly settled based on the project cost audited by the intermediary agency;
(4) The subsidiary Jinhe environmental protection plans to undertake the sewage treatment business of the above “(1) and (3) projects. It needs to expand the sewage treatment capacity and support the construction of phase V environmental protection project. It is estimated that the civil engineering investment in 2022 will be 15million yuan; The zero discharge upgrading and reconstruction project of wastewater is expected to invest 5 million yuan in civil engineering in 2022. After the completion of each project, it will be fairly settled based on the project cost audited by the intermediary;
(5) For other reconstruction and expansion and sporadic civil engineering, maintenance (decoration) projects of the company and its subsidiaries, the annual civil engineering investment is expected to be 10 million yuan. After the completion of each project, it will be fairly settled based on the project cost audited by the intermediary.
After the completion of the project, the above projects will be fairly settled based on the project cost audited by the intermediary, and the estimated transaction volume will be as of December 31, 2022. Under the condition of not exceeding the total amount of connected transactions, there can be appropriate adjustments between various items.
3. Actual occurrence of daily related party transactions in the previous year
(unit: 10000 yuan)
Associated with actual occurrence
Difference between the actual estimated amount of related party transactions and the amount of similar businesses generated by the estimated disclosure date and index easy to class content
Business proportion (%)
（％）
Announcement No.: 2021018; Announcement Name: Announcement on the related party transactions of labor, construction, installation and repair plan pre supplied by tijinhe and Wei 2010562279540.28% – 91.18% limited liability company in 2021; Website name of business announcement: cninfo.com; Website address of announcement: www.cn info. com. cn.。
The board of directors of the company has a great difference between the actual payment amount and the expected amount of part of the daily related party transactions of the company in 2021, because the expected amount of daily related party transactions of the company is the upper limit of the possible business of both parties, The actual amount is determined according to the actual contract amount signed by both parties and the implementation progress, with great uncertainty.
The company’s daily related party transactions in 2021 are determined according to the actual contract amount signed by both parties and the actual amount and implementation progress of daily related party transactions by the independent directors of the company. The daily related party transactions in 2021 are expected to be the upper limit amount of business that may occur in 2021, which is highly uncertain. The actual transactions between the company and related parties are priced according to the market principle, fair and reasonable, do not harm the interests of the company and minority shareholders, and are conducive to the sustainable and steady development of the company.
2、 Related person introduction and relationship
1. Basic information of Jinhe construction and installation
Company name: Inner Mongolia Jinhe construction and installation Co., Ltd
Registered address: No. 81, Xinping Road, Tuoketuo County, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 20.7 million yuan
Legal representative: Wang Dongxiao
Date of establishment: July 11, 2002
Business scope: Civil Engineering, contracting construction, house decoration, municipal engineering construction. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, Jinhe Jian’an had total assets of 1619217 million yuan, total liabilities of 432247 million yuan, net assets of 118697 million yuan, operating income of 358668 million yuan and net profit of -2.7772 million yuan. (the above financial data have not been audited)
2. Relationship with the company
Mr. wangdongxiao, the chairman of the company, holds 82% of the equity of Jinhe Jian’an. The trading party belongs to the related legal person of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Jinhe Jian’an constitutes the related party of the company. 3. Performance capability analysis
Since its establishment, Jinhe Jian’an has been mainly engaged in construction, installation and construction business, and its operation is in good condition. The labor services to be provided by Jinhe Jian’an meet its business scope and have good performance ability. Upon inquiry, Jinhe Jian’an does not belong to the dishonest executee.
3、 Main contents of related party transactions
1. Pricing policy and basis of transaction
The price of related party transactions between the company and its subsidiaries and Jinhe Jian’an follows the principles of fairness, impartiality and openness, and is priced according to the market price, which shall be subject to the audit results of a qualified third party. If the project needs to implement the bidding procedures according to the relevant provisions of the state and the company, Jinhe Jian’an will participate in the bidding according to the provisions. If it wins the bid, it will implement the relevant related party transactions, and if it fails to win the bid, it will not be implemented.
2. Agreement signing
Within the scope of daily connected transactions approved by the board of directors and the general meeting of shareholders of the company, the company or its subsidiaries sign specific connected transaction contracts with Jinhe Jian’an respectively.
4、 The purpose of transaction and the impact of transaction on Listed Companies
The related party transactions between the company and its subsidiaries and Jinhe construction and installation can effectively ensure the project quality and construction period. In case of project changes during project construction, it is conducive to timely coordination and handling, which will greatly improve the construction efficiency. It is a normal commercial transaction based on business needs. The transaction price is fairly and reasonably determined according to the market fair price, and the settlement and payment shall be subject to the audit results of a qualified third party. There is no behavior damaging the interests of the company and shareholders. The company’s main business will not rely on related parties due to the above related party transactions and will not affect the independence of the company.
5、 Prior approval opinions and independent opinions of independent directors
As an independent director of the company, we express the following prior approval opinions on the expected related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022: the expected related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. are based on business needs, belong to normal commercial transactions, and meet the production and operation planning and development needs of the company, The related party transaction does not harm the interests of the company and minority shareholders, and will not affect the independence of the company. We agree to submit this connected transaction to the 27th meeting of the Fifth Board of directors of the company for deliberation.
The independent directors expressed their independent opinions on related party transactions as follows: the related party transactions between the company and its subsidiaries and Inner Mongolia Jinhe construction and installation Co., Ltd. reasonably predicted the company’s daily related party transactions in 2022 based on daily business needs. This related party transaction was reviewed at the 27th meeting of the fifth board of directors of the company, and the related directors avoided during the voting process, Its decision-making procedures comply with the requirements of relevant laws and regulations, and are legal and effective; The pricing of related party transactions is fair and equitable; The company’s main business will not form significant dependence on related parties due to related party transactions, which will not affect the independence of the company. We agree to the expected related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022.
6、 Opinions of the recommendation institution on this transaction
Upon verification, the company’s sponsor Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. believes that the above proposal has been reviewed and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent, and the procedure is legal and effective; The transaction price will be determined fairly and reasonably according to the fair market price, without harming the interests of the company and other shareholders of the company, especially minority shareholders. The sponsor has no objection to the estimated connected transactions in 2022.
7、 Documents for future reference
1. Jinhe Biotechnology Co.Ltd(002688) the resolution of the 27th meeting of the 5th board of directors;
2. Prior approval opinions of independent directors on relevant matters of the company;
3. Independent opinions of independent directors on matters related to the 27th meeting of the Fifth Board of directors;
4. Verification opinions of Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. on the estimated connected transactions of Jinhe Biotechnology Co.Ltd(002688) 2022
It is hereby announced.
Jinhe Biotechnology Co.Ltd(002688) board of directors
April 20, 2022
