Securities code: Shanghai Haoyuan Chemexpress Co.Ltd(688131) securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022032 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Announcement on the forecast of daily connected 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law. Important content tips: whether to submit to the general meeting of shareholders for deliberation: it is the impact of daily connected transactions on Listed Companies: the transactions between the company and connected parties are necessary for the company’s normal business operation, belong to normal business behavior, abide by the principles of voluntariness, equivalence and compensation, and the pricing is fair and reasonable. There is no situation that damages the interests of the company and shareholders, and will not affect the independence of the company, It will not rely on related parties due to related party transactions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 20, 2022, Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as “the company” or ” Shanghai Haoyuan Chemexpress Co.Ltd(688131) “) held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2022. Zheng Baofu and Jin feimin, the connected directors, avoided voting on the proposal, and the non connected directors attending the meeting unanimously agreed to the proposal, The review procedures comply with the provisions of relevant laws and regulations. The independent directors of the company have approved and expressed their independent opinions on this connected transaction in advance. This proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for review, and the connected shareholders will avoid voting on this proposal at the general meeting of shareholders.
The audit committee of the board of directors of the company deliberated and approved the proposal and issued written opinions that:
The daily related party transactions expected in 2022 are mainly purchases and sales within the normal business scope, which is in line with the company’s daily trading schedule
According to the actual situation of production and operation, the transaction is commercially reasonable, and the transaction pricing follows the principle of fairness, impartiality and fairness
The market-oriented principle does not affect the independence of the company and does not damage the interests of the company and shareholders, especially in China
The interests of minority shareholders will not affect the independence of the company, nor will the company be affected by related party transactions
Dependence on related parties.
The independent directors of the company issued their approval opinions in advance: after verification, the company’s expected daily closing in 2022
The joint transaction is mainly the purchase and sale within the normal business scope, which is in line with the actual situation of the company’s daily production and operation,
The transaction is commercially reasonable, and the transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, which does not affect
The independence of the company does not harm the interests of the company and shareholders, especially the interests of minority shareholders
It will affect the independence of the company, and the company will not rely on related parties due to related party transactions. agree
The company estimates the related party transactions in 2022 and agrees to submit the proposal to the fifth meeting of the third board of directors
The meeting considered.
The independent directors of the company expressed independent opinions: after verification, the company expects to have a conflict with related parties in 2022
The amount of daily related party transactions is to meet the needs of daily production and operation, which belongs to normal business behavior and complies with the law
Follow the principle of fair market pricing and make full use of the resources owned by related parties to serve the production and operation of the company,
It is beneficial for both parties to obtain reasonable economic benefits; The estimated amount in 2022 is based on the annual production of the company
The operation is reasonable and the pricing is fair and reasonable. It is not found to damage the interests of the company and other shareholders and will not
The independence of the company will have an impact, and the company will not rely on related parties due to related party transactions. Agree company
The related party transactions in 2022 are expected, and the proposal will be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
Same as at the beginning of 2022, same as in 2021
The reason why the difference between the estimated amount of related industries in 2022 and the estimated business ratio of related transactions in 2021 and the actual amount of related parties in 2022 is larger than the cumulative paid transaction amount of related parties
(%) transaction volume (%)
amount of money
Gansu is mainly due to the fact that the estimated amount of Guan Haotian by the company is the upper limit of Shanghai Pudong Development Bank Co.Ltd(600000) 4.55 765.60315011 6.92 business that may occur in the cooperation between the two sides, The actual development and purchase of science and technology students will be adjusted in time in combination with the actual operation and limited purchase of both parties. It belongs to the normal business behavior of the company and is for the public
And the daily operation of the company will not have a significant impact on the subsidiaries.
department
This is mainly because the estimated Shanghai quota of the company is the upper limit of guanzhenhao business that may occur in the cooperation between the two parties. The actual hairian biology 100000 24.25 0.67 0.01 will be adjusted in time in combination with the actual marketing technology and other conditions of both parties, Sales are limited to normal business behavior and will not have a significant impact on the company’s daily operation.
Note 1: the data of 2021 in the table is the audited amount excluding tax.
Note 2: relevant data of 2021 has been audited; Accumulated incurred with related parties from the beginning of 2022 to the disclosure date
Since the accounts in April have not been settled, 2022 is adopted to ensure the accuracy of the disclosed data
Data as at 31 March (Unaudited).
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
The actual and estimated amount of related party transactions in 2021 and 2021
There is a large difference between the estimated amount and the actual amount in the current year
Reasons for the transaction amount
Gansu Hao is mainly due to the company’s estimated amount
Tianhua Xuedu is the business that may occur in the cooperation between the two sides
The upper limit amount of associated mining technology will be changed when it actually occurs
Purchase limited company 50 Grandjoy Holdings Group Co.Ltd(000031) 5011 in combination with the actual operation of both parties and
It belongs to normal menstrual cycle
The company’s business behavior is not conducive to the company’s daily operation
Will have a significant impact.
This is mainly due to the company’s estimated amount
Shanghai zhendu is a business that may occur in the cooperation between the two sides
The upper limit amount of the related sales agent, which will change when it actually occurs
The technology sold is 100000 0.67, combined with the actual operation of both parties and
It is normal to adjust when the company is limited
Business behavior is not conducive to the daily operation of the company
Will have a significant impact.
Note 1: the data in the table is the amount excluding tax.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Gansu Haotian Chemical Technology Co., Ltd. (hereinafter referred to as “Gansu Haotian”)
Company name: Gansu Haotian Chemical Technology Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Xue Jijun
The registered capital is 11917003 yuan
Date of establishment: April 23, 2009
Address: No. 1907, innovation building, innovation park, high tech Zone, No. 18, Yannan Road, Chengguan District, Lanzhou City, Gansu Province
Main office location: No. 1907, innovation building, innovation park, high tech Zone, No. 18, Yannan Road, Chengguan District, Lanzhou City, Gansu Province
Actual controller Xue Jijun, holding 276747%
Technology development, technical consultation, technical services and technology transfer business scope in the field of chemical science and technology; Wholesale and retail of chemical raw materials and products (except those prohibited by the state and subject to special permission)
As of December 31, 2021 in the latest accounting, the total assets were 462636 million yuan, and the main assets in the year of net assets were 2682334 million yuan; In 2021, the operating revenue was 239075000 yuan and the net profit of business data was 414625 million yuan.
2. Shanghai Zhenhao Biotechnology Co., Ltd. (hereinafter referred to as “Zhenhao biotechnology”)
Company name: Shanghai Zhenhao Biotechnology Co., Ltd
Enterprise type: limited liability company (foreign-invested enterprise and domestic joint venture)
Legal representative: jianxinchen
Registered capital: 50 million yuan
Date of establishment: June 2, 2020
Address: Building 10, No. 860, Xinyang Road, Lingang xinpian District, China (Shanghai) pilot Free Trade Zone
Main office location: Building 10, No. 860, Xinyang Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
The major shareholder Shanghai Zhenge Biotechnology Co., Ltd. holds 60% and Shanghai Haoyuan Chemexpress Co.Ltd(688131) holds 40%
General items of business scope: technical services in the field of Biotechnology (except the development and application of human stem cells and gene diagnosis and treatment technology), chemical science and technology, business scope, technology development, technology consultation, technology exchange, technology transfer and technology promotion; Sales of chemical products (excluding licensed chemical products); Import and export of goods; Technology import and export. (except for the projects that need to be approved according to law, it shall be carried out independently according to law with the business license
