Securities code: Shandong Shida Shenghua Chemical Group Company Limite(603026) securities abbreviation: Shandong Shida Shenghua Chemical Group Company Limite(603026) Announcement No.: pro 2022043 Shandong Shida Shenghua Chemical Group Company Limite(603026)
Announcement on increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
This connected transaction needs to be submitted to the general meeting of shareholders for deliberation
In order to meet the needs of the company's normal production and operation, the daily related party transactions will not form a large dependence on related parties
On March 29, 2021, the company held the 27th meeting of the sixth board of directors, deliberated the proposal on confirming the related party transactions between the company and related parties in 2020 and the prediction of daily related party transactions in 2021, which was deliberated and adopted by the 2020 annual general meeting of shareholders. In the actual operation, the situation of some related party transactions changes and needs to be adjusted. At the same time, it is necessary to increase the related parties of the company's related party transactions and increase the estimated total amount of related party transactions. 1、 Overview of daily connected transactions added this time
(I) review procedures for the performance of daily connected transactions
The 17th meeting of the 7th board of directors held on May 3, 2022 deliberated and adopted the proposal on increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021. When the board of directors deliberated and voted, the company's related directors Guo Tianming and Yu Haiming avoided voting, and other non related Directors voted unanimously. The proposal still needs to be submitted to the general meeting of shareholders for approval.
(II) prior approval and independent opinions of independent directors
Prior approval opinion: due to the change of shareholders of the company's subsidiaries or the change of production and operation of subsidiaries, the company will increase related parties in 2021 and adjust the total amount of related party transactions in 2021, which is not only to meet the actual needs of the actual business development, but also the actual needs of the company's development. According to the stock listing rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, We agree that the transaction price and transaction mode of the new related party transactions are conducted by the related parties on the basis of consensus. The related related party transactions are open, fair and reasonable, in line with the interests of the company and all shareholders, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially minority shareholders. It is agreed to submit the proposal on increasing related parties in 2021 and adjusting the estimated total amount of daily related party transactions in 2021 to the board of directors of the company for deliberation.
Independent opinion: due to the change of the shareholders of the company's subsidiaries or the change of the production and operation of subsidiaries, the company will increase related parties in 2021 and adjust the total amount of related party transactions in 2021, which is not only to meet the actual needs of the actual business development, but also the actual needs of the company's development. According to the stock listing rules of Shanghai Stock Exchange, the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange and other relevant laws and regulations, We agree that the transaction price and transaction mode of the new related party transactions are conducted by the related parties on the basis of consensus. The related related party transactions are open, fair and reasonable, in line with the interests of the company and all shareholders, will not affect the independence of the company, and will not damage the interests of the company and other shareholders, especially minority shareholders. Agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
(III) increase of connected transactions and related parties
(1) Yankuang Guohong Chemical Co., Ltd. (hereinafter referred to as "Yankuang Guohong"):
Before April 2021, the company leased Yankuang Guohong's 50000 T / a dimethyl carbonate plant for production and operation through its wholly-owned subsidiary Jining Shandong Shida Shenghua Chemical Group Company Limite(603026) New Material Co., Ltd. After April 2021, the company and Yankuang Guohong jointly established Shandong Shenghua Guohong new materials Co., Ltd. (hereinafter referred to as the "joint venture") to operate the device. Yankuang Guohong accounted for 40% of the equity of the joint venture, and Yankuang Guohong changed from a non related party to a related party of the company. (2) Enchem Co., Ltd. (hereinafter referred to as "enchem"):
In April 2021, enchem accepted 49% of the equity held by Wang Xueying, the former shareholder of Dongying Shandong Shida Shenghua Chemical Group Company Limite(603026) new energy Co., Ltd., the company's holding subsidiary, and enchem changed from a non related party to a related party of the company. (3) Gaohua (Shanghai) International Trade Co., Ltd. (hereinafter referred to as "Gaohua"):
Gao chemical is a shareholder of Dongying Shandong Shida Shenghua Chemical Group Company Limite(603026) new materials Co., Ltd., a holding subsidiary of the company, with a shareholding ratio of 15.2%. Due to the hot new energy materials market in 2021, Gao chemical had a related party transaction with the company.
(4) Shanghai Baolin Trading Co., Ltd. (hereinafter referred to as "Shanghai Baolin"):
Shanghai Baolin is a shareholder of Dongying Shandong Shida Shenghua Chemical Group Company Limite(603026) new materials Co., Ltd., a holding subsidiary of the company, with a shareholding ratio of 1.8%. Due to the hot market of new energy materials in 2021, Baolin company had a related party transaction with the company. (5) Sinochem Quanzhou Petrochemical Co., Ltd. (hereinafter referred to as "Sinochem Quanzhou"):
In November 2019, the company and SINOCHEM Quanzhou jointly established Shandong Shida Shenghua Chemical Group Company Limite(603026) (Quanzhou) Co., Ltd., with Sinochem Quanzhou's equity accounting for 45%. Before 2021, the joint venture was in the construction stage without related party transactions. Transactions in 2021 are mainly related party labor services.
(6) Dongying Fuhua Dayuan New Material Co., Ltd. (hereinafter referred to as "Fuhua Dayuan")
Fuhua Dayuan is a wholly-owned subsidiary of Shandong Shida Fuhua New Material Technology Co., Ltd., a joint-stock company of the company. The transactions in 2021 are mainly to provide water, electricity, steam and other energy.
After this increase in the previous year (the previous time), the estimated amount of the related party of the related party transaction category of the previous year (the previous time) (the estimated amount is 10000 yuan, and the actual amount is 10000 yuan)
(10000 yuan)
Purchase raw materials from related parties Yankuang Guohong Chemical Co., Ltd. 6 Shenzhen Fountain Corporation(000005) 61549 material division
Subtotal 6 Shenzhen Fountain Corporation(000005) 61549
Purchase fuel from related parties Yankuang Guohong Chemical Co., Ltd. 40 China International Marine Containers (Group) Co.Ltd(000039) 9651 and power department
Subtotal 40 China International Marine Containers (Group) Co.Ltd(000039) 9651
Shanghai Baolin Trading Co., Ltd. 15 Shahe Industrial Co.Ltd(000014) 3545
ENCHEM CO.,LTD. 12,000.00 11,534.70
There are 16 Ping An Bank Co.Ltd(000001) 564441 products and commodities Co., Ltd. selling Sangao chemical (Shanghai) international trade to related parties
Dongying Fuhua Dayuan New Material Co., Ltd. 15.00 12.01
Subtotal 29515 Shifeng Cultural Development Co.Ltd(002862) 657
Accept Sinochem Quanzhou Petrochemical Co., Ltd. 700.00 612.94 provided by related parties
Subtotal of labor service 700.00 612.94
Total 40215003885151
(IV) increase the estimated total amount of related party transactions
(1) Qingdao Shida Fuhua Chemical Technology Co., Ltd. (hereinafter referred to as "Qingdao Fuhua")
In 2021, the company sold 231702 tons of methyl tert butyl ether (primary) and 380.54 tons of methyl tert butyl ether (v2005) to Qingdao Fuhua. The actual unit price of methyl tert butyl ether (primary) and methyl tert butyl ether (V205) in 2021 was higher than the expected unit price.
(2) Petrochina Company Limited(601857) University (East China)
In 2021, the technical development cost of the research and development project of special activated carbon materials for supercapacitors was increased by 9.7 million yuan in the labor service of Petrochina Company Limited(601857) University, which was not expected in the previous year.
Category of related party transactions: estimated amount of the previous year (10000 yuan) after the current increase of the related party in the previous year (last time) (actual amount)
(RMB 10000)
(10000 yuan)
Qingdao Shida Fuhua Chemical Technology Co., Ltd. sold 1 Ping An Bank Co.Ltd(000001) 3 Csg Holding Co.Ltd(000012) 3156 products and commodities to related parties
Accept the labor services provided by Petrochina Company Limited(601857) University (East China) 100.1212 Shenzhen Properties & Resources Development (Group) Ltd(000011) 3640
Total 11001225 Shenzhen Universe (Group) Co.Ltd(000023) 6796 II. Introduction and relationship of related parties (I) basic information of related parties
Name and nature of related parties legal registered capital on behalf of major shareholders main business domicile
Table person (10000 yuan)
Cultivate Petroleum Scientific and technological talents with higher education and promote scientific and technological culture
development. Law, literature, science, engineering
Management discipline higher college and undergraduate degree education law Shan Haofang of Huang Petrochina Company Limited(601857) university career in Qingdao, Shandong Province Department of education, literature, science, engineering, management, 66 Changjiang West Road, Island District (East China) 8031600 master degree education science and engineering discipline number
Doctoral degree education, post doctoral training and related scientific research
Research, technology development, continuing education, professional training and academic
communication
Import and export of goods or technologies (prohibited by the state or involving administrative
Approved goods (excluding import and export), hardware, electrical and mineral products
Shanghai Baolin Trading Co., Ltd. Tengjin Tengjin, Ren Xiaopin, chemical products (except dangerous goods), building materials, mechanical equipment, Shanghai Tibet South Road Co., Ltd. Ren company 1000000 steel metal materials, textiles, electromechanical products, rubber and plastics, No. 1208 7B
