Securities code: Henan Kedi Dairy Co.Ltd(002770) securities abbreviation: ST Cody Announcement No.: 2022037 Henan Kedi Dairy Co.Ltd(002770)
Forecast announcement 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.
In accordance with the articles of association and the relevant provisions of the company's related party transaction management system, and in combination with the actual situation of previous daily related party transactions, Henan Kedi Dairy Co.Ltd(002770) (hereinafter referred to as "the company" or "Kedi Dairy") made a reasonable prediction on the daily related party transactions in 2022. The details are as follows:
1、 Basic information of daily connected transactions in 2022
(I) overview of daily connected transactions
The company expects that due to the needs of daily production and operation, it will have daily related party transactions with the related party kekedi convenience chain Trading Co., Ltd. (hereinafter referred to as "Kedi convenience chain") in 2022. The company expects the total amount of the above daily related party transactions to be 70 million yuan, and submitted the proposal on the prediction of daily related party transactions of the company in 2022 to the board of directors. In 2021, the total amount of daily related party transactions between the company and the above related parties was 485527 million yuan.
The company deliberated and adopted the above proposal at the 17th meeting of the Fourth Board of directors held on April 30, 2022. When the board of directors considered the proposal, Zhang Fenghua and Wang Fuju, the related directors, avoided voting, and the other four non related directors agreed unanimously. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation, and the related shareholders Kedi group and Wang Fuju will abstain from voting.
(II) estimated category and amount of daily connected transactions
As of the date of contract signing, the amount of related party transactions or the amount incurred on the expected date of related party transactions of related parties of related party transactions occurred in the previous year has been disclosed (the amount calculated according to the pricing principle of wanbieyi content (10000 yuan) (10000 yuan)
Sell the products of Kedi convenience chain to related parties at the market price of 70001232.88485527. Sell products trade Co., Ltd
Subtotal 70001232.88485527
Note: the above amounts are tax exclusive.
(III) actual occurrence of daily related party transactions in the previous year
Actual amount of related party transactions actual amount of related party actual amount of related party transactions amount of other party transactions on the disclosure date (in 10000 yuan, accounting for the proportion of similar businesses to the expected amount and index content (in 10000 yuan) (%) difference (%)
Cody
Chain period of convenient disclosure date: 4855275000 8.38-2.89 April 30, 2021; Announcement on sales of products with limited liability
company
Subtotal 4855275000
There is little difference of 89.2% between the estimated daily amount of related party transactions and the actual amount of the board of directors.
The actual situation is relatively different from the expected situation
Description of large differences
The difference between the actual amount and the estimated amount of daily related party transactions by independent directors of the company is 2.89%, which is not significant.
Actual situation and expected existence
Description of large differences
Note: the above amounts are tax inclusive.
2、 Related person introduction and relationship
1. Basic information
Cody convenience chain
Legal representative: Zhang Qinghai
Registered capital: 1 million yuan
Main business: Wholesale and retail of prepackaged food and bulk food Shenzhen Agricultural Products Group Co.Ltd(000061) of sales, cigarette retail, Internet retail.
Address: No. 18, Gongye Avenue, Yucheng County, Shangqiu City, Henan Province
The latest financial data: as of December 31, 2021, the revenue was 512096514 yuan, the net profit was 284364979 yuan, the total assets were 1213151254 yuan, and the net assets were -441105377 yuan (Unaudited).
2. Relationship with listed companies
Kedi convenience chain is a wholly-owned subsidiary of Kedi group, the controlling shareholder of Kedi dairy industry. Kedi group holds 100% equity of Kedi convenience chain. The affiliated relationship of Kedi convenience chain meets the provisions of paragraph 2, article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange.
3. Performance capability analysis
The above-mentioned related parties exist in accordance with the law and operate normally. In previous transactions, the performance is good. At present, there is no case that the amount payable to the company forms bad debts.
3、 Main contents of related party transactions
1. Main contents of related party transactions
The business transactions between the company and related parties belong to normal business transactions, the procedures are legal, the transaction price is treated as the trading object of non related parties, the pricing is fair and reasonable, the payment accounting period is the same as that of non related parties, and the payment is settled by bank transfer, without benefit transfer and other phenomena.
2. Signing of related party transaction agreement
The company has not signed an agreement on the transaction with the above related parties, and will implement the transaction after signing the corresponding agreement with the related parties according to the market price according to the actual demand.
4、 Purpose of related party transactions and its impact on Listed Companies
The above connected transactions are to meet the actual needs of the company's normal operation, follow the laws of market economy, adopt the principles of equality, voluntariness and mutual benefit, safeguard the interests of both parties to the transaction, and do not harm the interests of listed companies and minority shareholders. The transaction price is fair and reasonable.
At the same time, the amount of related party transactions accounts for a low proportion of the company's operating revenue. The implementation of daily related party transactions will not have an adverse impact on the company's independence, and the company will not rely on or be controlled by relevant related parties.
5、 Prior approval opinions and independent opinions of independent directors
Before the related party transaction was submitted to the board of directors for consideration, the company submitted the relevant materials of the related party transaction to the independent directors in advance. The independent directors conducted the prior review and issued the prior approval opinions of the independent directors on the related party transaction:
"In this proposal, the company's daily connected transactions in 2022 are expected to meet the needs of the company's normal business operation, and the transaction price will be jointly determined by both parties in accordance with the market fair pricing principle, without damaging the interests of the company and minority shareholders. When the board of directors deliberates this proposal, the directors of connected parties shall avoid voting and agree to submit it to the 17th meeting of the Fourth Board of directors for deliberation."
The independent directors of the company expressed the following independent opinions on the above related party transactions:
"The related party transaction in this proposal is conducted in accordance with the market principle, the price is fair, and the relevant legal procedures have been performed, and there is no damage to the interests of the company and minority shareholders. When the board of directors deliberated this proposal, the directors of related parties avoided voting, and the deliberation and voting procedures of the meeting comply with the relevant provisions of the company law of the people's Republic of China and the Henan Kedi Dairy Co.Ltd(002770) articles of association."
6、 Documents for future reference
1. Resolution of the 17th meeting of the 4th board of directors of the company;
2. Prior approval opinions and independent opinions of independent directors on matters related to the 17th meeting of the Fourth Board of directors of the company;
It is hereby announced.
Henan Kedi Dairy Co.Ltd(002770) board of directors April 30, 2022
