Securities code: Shanghai Hi-Road Food Technology Co.Ltd(300915) securities abbreviation: Shanghai Hi-Road Food Technology Co.Ltd(300915) Announcement No.: 2022010 Shanghai Hi-Road Food Technology Co.Ltd(300915)
Announcement on the forecast of 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.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
1. Shanghai Hi-Road Food Technology Co.Ltd(300915) (hereinafter referred to as “the company”) plans to cooperate with related parties Shanghai Xinrong food raw materials Co., Ltd. and its subsidiaries Beijing shenxinrong food ingredients Co., Ltd., Guangzhou Jieyang Food Technology Co., Ltd., Zhengzhou yuexinrong Food Technology Co., Ltd., Qingdao ruixinrong Food Technology Co., Ltd., Xi’an hongxinrong Food Technology Co., Ltd., Xiamen yuxinrong Food Technology Co., Ltd. in 2022 according to the needs of production and operation The daily related party transactions of Wuhan yixinrong Food Technology Co., Ltd., Chengdu shengxinrong Food Co., Ltd. (hereinafter referred to as “Xinrong food and its subsidiaries”), Zhejiang Dingheng Biotechnology Co., Ltd. (hereinafter referred to as “Zhejiang Dingheng”) and u foods (India) private limited do not exceed 449713 million yuan (excluding tax). The total amount of daily related party transactions actually occurred by the company in 2021 is 163748 million yuan (excluding tax).
2. The company held the fourth meeting of the third board of directors on April 21, 2022, and deliberated and adopted the proposal on confirmation of daily connected transactions in 2021 and prediction of daily connected transactions in 2022. The connected directors Mr. Huang Haixiao and Mr. Huang Haihu avoided voting, and the company should participate in the voting of 4 non connected directors. The proposal was deliberated and adopted with 4 votes in favor, 0 votes against and 0 abstentions. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the matter, and the recommendation institution Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. has issued clearly agreed verification opinions.
3. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association, the related party transaction management system and other relevant provisions, the related party transaction plan still needs to be approved by the general meeting of shareholders, and the related parties interested in the related party transaction will avoid voting.
4. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
(II) category and amount of daily connected transactions in 2022
As of the disclosure of the estimated amount, the amount of related party transactions in related party transactions of related party transactions issued in the previous year (the amount incurred in 10000 days is included in the pricing principle yuan) amount (10000 yuan)
Shanghai xinrongshi
Limited market price of raw materials purchased from related parties
Purchasing raw materials 305280 114.53139217 purchasing raw materials companies and their subsidiaries
company
Zhejiang dinghengsheng
Purchase market price from related parties
Material Technology Co., Ltd. purchased raw materials 23.00 0.54 5.49 purchased raw materials grid
company
U Foods
Purchase price of raw materials from related market
India PVT. 80.00 32.14 10.39 purchase of raw materials and entrusted processing grid
Ltd.
Shanghai xinrongshi
Limited market price of raw materials sold to related parties
Selling goods 130000 60.62 212.72 selling products, commodity companies and their subsidiaries
company
Zhejiang dinghengsheng
Selling goods to related parties and raising market price
Material Technology Co., Ltd. 0.33 — selling products and commodities for consulting services
company
Related party leasing Shanghai xinrongshi real estate leasing market price 20.00 4.18 16.71
Product raw material limited grid
company
Zhejiang dinghengsheng
Related site leasing and consultation
Property Technology Co., Ltd. market price 21.00 2.83 – rental and consulting services
company
Note: the above amount is the amount excluding tax (III) actual occurrence of daily related party transactions in the previous year
The actual amount of the estimated amount of the related party transactions actually issued and disclosed in the amount of the actual amount of the related party transactions and the amount of the content of the related party transactions of the date transaction category (10000 yuan (the ratio of the estimated amount of the similar business and the claim yuan) cases (%). The difference between the amount cited (%)
Shanghai Xinrong food
Association to
Raw materials are purchased from raw materials
Purchasers 140400139217 3.08% – 0.84%
Limited company materials
raw material
And its son
company
Zhejiang top direction correlation
Heng biological purchasing original
People purchasing 200.00 5.49 0.01% – 97.26%
Technology has materials
raw material
Limited company
Add – 80.00 10.39 0.02% – 87.01% to the entrustment of associated u foods
Indian purchasing worker
Raw material PVT. Ltd
Shanghai Xinxiang related financial food
People sell raw materials and there are sellers
345.00 212.72 0.28% -38.34%
Products, limited company products
Product and its son
company
Sell Hengsheng goods and provide services to the associated Zhejiang top seller – People
100.00 – 0 -100.00%
Consulting services for products, business and technology
Product Co., Ltd
Shanghai Xin
Related rent finance food real estate rent
20.00 16.71 100.00% -16.45%
Rental of raw materials
Limited company
The actual total amount of daily related party transactions of the company in 2021 is controlled within the expected range. The reason for the difference between the actual situation and the expectation is that the board of directors of the company estimates the annual daily related party transactions of daily related party transactions and related parties based on the large difference between the actual situation and the expectation of the company and the upper limit amount of possible businesses of both parties, The actual amount is determined according to the description of the difference (if applicable) and the actual contract amount signed by both parties, which has great uncertainty and is difficult to achieve accurate prediction. Therefore, the actual occurrence of the company’s daily connected transactions is different from the prediction.
The actual total amount of daily related party transactions of the company in 2021 is controlled within the expected range. The actual amount of daily related party transactions in 2021 is different from the expected amount deposited with the independent directors of the company, The main reason is that the estimated amount of daily connected transactions of the company is based on the description of the difference between the actual situation and the estimated upper limit amount of transactions that may occur due to the large business needs of itself and its subsidiaries (if applicable). The actual amount is determined according to the specific implementation progress of both parties, which is uncertain. The above difference belongs to normal business behavior and is reasonable. The daily connected transactions of the company strictly follow the market trading principle of “openness, fairness and justice”
According to the principle of reciprocity, there is no situation that damages the interests of listed companies and shareholders, especially the interests of minority shareholders, and will not have a significant impact on the company’s financial status and operating results.
Note: 1. The above amount is tax exclusive
2、 Related person introduction and relationship
(I) Shanghai Xinrong food raw materials Co., Ltd
1. Basic information
Legal representative: Huang Haixiao
Registered capital: 150202 million yuan
Registered address: building e, No. 688 JinDou Road, Fengxian District, Shanghai
Business scope: wholesale, import and export of food additives, food and dairy products (excluding infant formula dairy products), commission agency (except auction), technical services and technical consultation in the field of food technology. (those involving administrative license shall operate with license). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
The latest financial data: as of December 31, 2021, the total assets of Shanghai Xinrong food raw materials Co., Ltd. were 390966000 yuan and the net assets were 346728700 yuan; The main business income in 2021 is 66,7
