Securities code: Ningbo Color Master Batch Co.Ltd(301019) securities abbreviation: Ningbo Color Master Batch Co.Ltd(301019) Announcement No.: 2022022 Ningbo Color Master Batch Co.Ltd(301019)
Announcement on the forecast of daily related party transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as “the company”), in accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant laws, regulations and normative documents, as well as the articles of association of the company and other relevant provisions, the estimated daily connected transactions in 2022 are announced as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the business development needs of the company, the company plans to have sales and other related party transactions with Ningbo Jinzhong Plastics Co., Ltd. (hereinafter referred to as “Jinzhong plastics”) with a total amount of no more than 1.5 million yuan in 2022.
The company held the 16th meeting of the first board of directors and the 11th meeting of the first board of supervisors on April 22, 2022, and deliberated and adopted the proposal on the prediction of daily connected transactions of the company in 2022. The independent directors approved the above-mentioned related party transactions in advance and expressed their agreed independent opinions. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation, and the related parties interested in the related party transaction will avoid voting.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
The pricing of related party transactions was originally pre paid and actually issued last year
The amount is accrued according to the content of the related party transaction
Market category sales Color Masterbatch refers to similar products
The market price of plasticized granules and other products in the sales fund is determined through negotiation at 150.00 115.83
commodity
Total 150.00 115.83
2、 Introduction and relationship of related parties
(1) Company name: Ningbo Jinzhong plasticization Co., Ltd
The basic information of Jinzhong plasticizer industrial and commercial registration is as follows: unified social credit code 91330212599471553g
Address: No. 1333, Xiaying section, Yinxian Avenue, Yinzhou District, Ningbo, Zhejiang Province (Ningbo Yinzhou convergence)
Capital trading market (2-129, 130)
Legal representative: Zhou Liuwei
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 1 million yuan
Wholesale and retail of plastic raw materials, plastic masterbatch, pigments, plastic additives, plastic products, titanium dioxide and chemical raw materials, metal materials, hardware products, molds, hardware and electrical equipment; Self operated business scope or agency for the import and export of goods and technologies, except for the goods and technologies whose operation is restricted or prohibited by the state. (projects that must be approved according to law can be carried out only after being approved by relevant departments
Operating activities)
Date of establishment: August 1, 2012
Long term business term
Related relationship: Jinzhong plasticization is a company in which Zhao Dong, the son of Zhao Maohua, a director of the company, holds 90% of the shares and is actually controlled. Related party’s performance ability: according to the company’s inquiry, the related party is not a dishonest executee, with normal production and operation, good financial status and good performance ability.
3、 Main contents and pricing policies of related party transactions
According to the business development needs of the company, the company and Jinzhong plasticization are expected to have related party transactions with a total amount of no more than 1.5 million yuan in 2022. The company will conduct business transactions with related parties according to actual needs and sign relevant agreements or contracts within the scope of daily related party transactions in 2022. The transaction amount of related party transactions will be determined at fair prices and conditions in accordance with the principles of openness, fairness and impartiality. The transaction pricing policy and pricing basis are taken as reference, and the market price of similar products shall be determined by both parties through negotiation.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are the daily related party transactions of the company and are reasonable and necessary. The related party transactions between the company and related parties follow the principle of market fairness, and there is no damage to the interests of the company and shareholders. The company is independent of related parties in terms of business, personnel, finance, assets and institutions. Related party transactions will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions. 5、 Relevant approval procedures
1. Approved by the board of directors
On April 22, 2022, the company held the 16th meeting of the first board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, with 8 affirmative votes, 0 negative votes and 1 avoidance vote.
2. Prior approval opinions of independent directors
After full understanding of the matter and prior review, all independent directors believe that the daily related party transactions between the company and related parties are for the needs of the company’s normal production and operation, the transaction pricing follows the fair and fair market principle, the transaction amount is expected to be objective, and there is no damage to the interests of shareholders and the company. We agree to submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the 16th meeting of the first board of directors for deliberation.
3. Independent opinions of independent directors
All independent directors believe that the daily related party transactions between the company and related parties are for the needs of the company’s normal production and operation, the transaction pricing follows the fair and fair market principle, and the transaction amount is expected to be objective and reasonable. When the board of directors deliberated and adopted this proposal, the voting procedures were legal and compliant, there were no violations, no damage to the interests of shareholders and the company, and in line with the regulatory authorities and relevant laws, regulations Provisions of the articles of association, etc.
6、 Opinions of the sponsor
The above estimated related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their opinions approved and agreed in advance. This matter does not need to be deliberated and approved by the general meeting of shareholders.
The daily connected transactions expected to occur in 2022 have fulfilled the necessary procedures and comply with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of GEM listed companies, and have not damaged the interests of the company and shareholders Guosen Securities Co.Ltd(002736) has no objection to the company’s forecast of daily connected transactions in 2022.
7、 Documents for future reference
1. Resolutions of the 16th meeting of the first board of directors;
2. Resolutions of the 11th meeting of the first board of supervisors;
3. Prior approval opinions of independent directors on matters related to the 16th meeting of the first board of directors of the company; 4. Independent opinions of independent directors on matters related to the 16th meeting of the first board of directors of the company. It is hereby announced.
Ningbo Color Master Batch Co.Ltd(301019) board of directors April 25, 2022
