Announcement on the estimated amount of daily connected transactions in 2022
Securities code: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) securities abbreviation: Zhanjiang Guolian Aquatic Products Co.Ltd(300094) Announcement No.: 2022025 Zhanjiang Guolian Aquatic Products Co.Ltd(300094)
Announcement on the estimated amount of daily connected 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.
On April 25, 2022, the 12th meeting of the 5th board of directors and the 10th meeting of the 5th board of supervisors of Zhanjiang Guolian Aquatic Products Co.Ltd(300094) (hereinafter referred to as "the company") deliberated and adopted the proposal on the estimation of the amount of daily connected transactions in 2022. The relevant information is hereby announced as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
According to the needs of production and operation and in combination with the actual situation of the company's daily related party transactions in 2021, the company expects to have daily related party transactions of Refrigeration Services with its related Company Zhanjiang South aquatic products market operation and Management Co., Ltd. (hereinafter referred to as "South aquatic products") in 2022, with an estimated amount of no more than 20 million yuan. The company expects the amount of connected transactions to be 20 million yuan in 2021. According to the actual situation of the company's daily connected transactions in 2021, the actual amount is 14 million yuan.
On April 25, 2022, the 12th meeting of the 5th board of directors of the company deliberated and approved the proposal on the estimation of the amount of daily connected transactions in 2022, and the connected directors Li Zhong and Li Chunyan have avoided voting on the proposal. The independent directors have expressed their independent opinions approved and clearly agreed in advance.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, this proposal needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders need to avoid voting.
(II) category and amount of estimated related party transactions
According to the actual situation of the company's daily related party transactions in 2021 and the needs of the company's business development, it is estimated that the amount of daily related party transactions between the company and related parties in 2022 will not exceed 20 million yuan. The specific contents are as follows: unit: 10000 yuan
Announcement on the estimated amount of daily connected transactions in 2022
As of the disclosure of the principle amount of the content price of the related party transactions or the amount that has occurred on the expected gold date of the related party transactions in the previous year
Accept off
Lianren mentions the South aquatic cold storage service, which shall be determined through consultation with reference to the labor service provided by the market price of 20 Guangzhou Zhujiang Brewery Co.Ltd(002461) 400
Affairs
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual hair actual hair
The proportion of the actual expected amount of related party transactions in the amount of related party transactions and the amount of related party transactions in the amount of related party transactions in the same industry
Business proportion difference
（％） （%）
On February 19, 2021, the company accepted the information disclosed on the closing date Announcement on the estimated amount of regular related party transactions of Nanfang fisheries 1400200051.03 - 30.00 provided by related parties for refrigerated services in 2021 (Announcement No.: 2021017)
2、 Basic information and relationship of related parties
Zhanjiang Nanfang aquatic products Market Management Co., Ltd
Registered address: No. 6, Dongsheng Road, Chikan District, Zhanjiang City
Legal representative: Li Zhong
Registered capital: 230 million yuan
Operation and management of Southern aquatic products market, ice making, property leasing, property services, import and export of goods (excluding the import and export of goods and Technologies Prohibited by the state or involving administrative examination and approval); Online trading of fresh aquatic products and agricultural and livestock products (except tobacco wholesale); Storage of aquatic products and frozen products; Marketing promotion; Set up a second-hand car trading market; Food distribution; Disinfection services; Information consulting services (excluding licensed information consulting services). (all the above-mentioned business projects except hazardous chemicals) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
Financial data of the last two years:
Unit: 10000 yuan
Announcement on the estimated amount of daily connected transactions in 2022
December 31, 2021 December 31, 2020
Total liabilities 25287872503707
Net assets -782814 -493375
Total assets 17459732010332
Project year 2021 to 2020
Net profit -228271 -213757
Note: the data in the above table has not been audited.
Relationship with listed companies: enterprises controlled by the same controlling shareholder
Performance capability analysis: the above related parties have normal production and operation and have performance capability. The above related transactions are required for the production and operation of the company.
3、 Main contents of related party transactions
The company expects that the amount of daily connected transactions with related parties will not exceed 20 million yuan in 2022. On the premise of following the market-oriented pricing principle, the price of the above related party transactions shall be determined by both parties through negotiation, and the price shall be determined in accordance with the principles of fairness, rationality and fairness. The company and its holding subsidiaries will sign corresponding related party transaction agreements with related parties within the expected amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The above related party transactions are the daily business transactions of the company, which are the normal needs of the company's business development and production and operation. These transactions are reasonable and necessary for the company's sustainable and stable operation and promote the development of the company. (II) the above-mentioned related party transactions are based on the fair market price and follow the principles of openness, fairness and impartiality. There is no situation that damages the interests of the listed company.
(III) the above related party transactions account for a small proportion of the company's annual operating revenue, which will not lead to the company's dependence on related parties.
5、 Opinions of independent directors
The independent directors of the company believe that the expected events of the company's daily related party transactions in 2022 comply with the requirements of relevant national laws and regulations, follow the principles of equality, voluntariness and compensation, and the transaction pricing is fair and reasonable, which is conducive to both parties to obtain reasonable economic benefits, without damaging the company and all shareholders, especially non related shareholders and Chinese shareholders
Announcement on the estimated amount of daily connected transactions in 2022
The interests of minority shareholders. The board of directors and relevant personnel of the company are requested to implement relevant approval procedures in strict accordance with the requirements of relevant national laws and regulations. The independent directors unanimously agreed on the expected amount of daily connected transactions in 2022.
6、 Opinions of the board of supervisors
It is expected that the daily related party transactions will be carried out on the basis of fairness and reasonableness and consensus reached by both parties. The transaction pricing conforms to the principle of "openness, fairness and impartiality", the transaction method conforms to the market rules, the transaction price is reasonable, there is no behavior that damages the interests of the company and all shareholders, will not affect the business independence of the company, and will not have significant dependence on related parties due to related party transactions.
7、 Documents for future reference
1. Resolutions of the 12th meeting of the 5th board of directors;
2. Resolutions of the 10th meeting of the 5th board of supervisors;
3. Prior approval and independent opinions of independent directors on relevant matters of the 12th session of the 5th board of directors. It is hereby announced.
Zhanjiang Guolian Aquatic Products Co.Ltd(300094) board of directors April 27, 2022
