Securities code: 003006 securities abbreviation: Chongqing Baiya Sanitary Products Co.Ltd(003006) Announcement No.: 2022-003 Chongqing Baiya Sanitary Products Co.Ltd(003006)
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
Due to the needs of production, operation and business development, Chongqing Baiya Sanitary Products Co.Ltd(003006) (hereinafter referred to as “the company”) is expected to have related party transactions on asset leasing and sales of products with Chongqing Jil Trading Co., Ltd. (hereinafter referred to as “Jil trading”) and Guizhou Heli supermarket procurement Co., Ltd. (hereinafter referred to as “Guizhou Heli”) in 2022, It is estimated that the total amount of connected transactions in 2022 will not exceed 21.3 million yuan. From January to November 2021, the total amount of related party transactions actually occurred between the company, Jill commerce and Guizhou Heli was 14.656 million yuan.
The fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors held on January 14, 2022 respectively considered and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Mr. Feng Yonglin, Mr. Xie Qiulin and Mr. Jin Ming avoided voting, and the independent directors expressed their prior approval and independent opinions on the connected transactions.
According to the Listing Rules of Shenzhen Stock Exchange, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of main board listed companies, articles of association and other provisions, this connected transaction is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation, This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions related party transactions related party transactions as of the disclosure date in 2022, the estimated amount of real category content pricing principle from January to November 2021, the amount of inter occurrence
The market price of leased houses from related parties is 30.00 0.00 17.50
Selling products to the related person Guizhou Heli at the market price of 2100.00 0.00 1448.10
Total 2130.00 0.00 1465.60
Note: the above actual amount from January to November 2021 has not been audited.
(III) actual occurrence of daily connected transactions in the previous year
Unit: 10000 yuan
Actual amount in 2021
Related party transactions from January to November, the proportion of related party transactions in the disclosure date of similar business and expected amount and the expected amount of inter company deposits of Suoyi type in 2021 (%) difference (%)
forehead
From April 27, 2021, we rented Jill’s house from the related party, from 17.50 to 20.00 to 12.50, http://www.cninfo.com.cn, Announcement No.: 2021-010
Sales to related people on August 19, 2021 Guizhou sales output 1448.10 1650.00 — December 24, cninfo product helipin.com, Announcement No.: 2021-037
Description of the board of directors of the company on the significant difference between the actual occurrence of daily related party transactions and the expected inapplicability (if applicable) description of the independent directors of the company on the significant difference between the actual occurrence of daily related party transactions and the expected inapplicability (if applicable)
Note: 1. The above actual amount from January to November 2021 has not been audited;
2. Since there is no statistical result on the amount of similar business in 2021, the proportion of “actual amount in similar business”
(%) “has no calculation result;
3. Variance ratio between actual amount and estimated amount = (actual amount – estimated amount) / estimated amount × 100%。
2、 Related person introduction and relationship
1. Chongqing Jill Trading Co., Ltd
Legal representative: Feng Yonglin
Registered capital: 13.78 million yuan
Business scope: general items: Sales: hardware, electromechanical equipment, auto parts, instruments and meters; Enterprise management consulting services; Own house lease. “Those prohibited from operating according to law shall not operate; they shall not operate without permission and approval according to law” ★★ (except for the items that must be approved according to law, they shall independently carry out business activities according to law with their business license)
Address: Hongxing Longdong Bay, Nanquan Town, Banan District, Chongqing
Financial data: as of December 31, 2021, the total assets of Jill commerce and trade were 51.4727 million yuan, the net assets were 48.691 million yuan, the operating income was 3.4454 million yuan, and the net profit was 741300 yuan (the above financial data were not audited).
Director of Jill commerce and trade. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Jill trading is an affiliated legal person of the company.
Analysis of performance ability: Jill commerce and trade’s daily operation is normal, and it is not a dishonest executee, so it has the ability to perform the contract.
2. Guizhou Heli Supermarket Purchasing Co., Ltd
Legal representative: Li Dexiang
Registered capital: 30 million yuan
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; Where a license (examination and approval) is required by laws, regulations or decisions of the State Council, the business shall be operated on the strength of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that no license (examination and approval) is required, the market entities shall choose to operate independently. (Sales: food (licensed operation), daily necessities, department stores, hardware and electricity, cultural goods, sporting goods, leather products, office supplies, audio products, books and periodicals (licensed operation), handicrafts (excluding ivory and ivory products), building materials, decoration materials, computers, communication equipment (excluding wireless radiation and satellite receiving equipment), clocks Glasses (excluding contact lenses), luggage, chemical products (excluding dangerous chemicals and precursor chemicals), household appliances, electric bicycles and accessories, auto parts, auto decorations, knitwear and textiles, clothing, shoes and hats, Shenzhen Agricultural Products Group Co.Ltd(000061) (except special), medical devices (licensed operation), cosmetics, washing supplies, photographic equipment, toys Family planning supplies (excluding drugs and medical devices), disinfection supplies (excluding dangerous chemicals) and pet supplies; Import and export trade (excluding items restricted and prohibited by the state); Retail of tobacco (it can be operated only after obtaining the tobacco monopoly retail license); Pharmaceutical Trading (licensed trading); Entrusted to handle telecommunications business; Cargo transportation, warehousing, loading and unloading, processing, sorting, distribution and information services (only branches with business sites within the scope of government planning can operate with licenses); Small package iodized salt and small package multi variety salt sales (operating with salt retail license), food processing (operating with license), indoor entertainment services.)
Address: No. 9, floor 31, unit 2, building 9, Pengjiawan huaguoyuan project, huaguoyuan back street, Nanming District, Guiyang City, Guizhou Province (huaguoyuan community)
Financial data: as of September 30, 2021, Guizhou Heli had total assets of 662221800 yuan, net assets of 213333100 yuan, operating income of 2147633800 yuan and net profit of 52.7474 million yuan (the above data are Unaudited).
Related relationship: Mr. Jin Ming, the director of the company, serves as the director of Guizhou Heli Huimin Minsheng Supermarket Co., Ltd., which is a wholly-owned subsidiary of Guizhou Heli Huimin Minsheng Supermarket Co., Ltd. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Guizhou Heli is an affiliated legal person of the company.
Analysis of performance capability: Guizhou Heli’s daily operation is normal, and it is not a dishonest executee, so it has the performance capability.
3、 Main contents of related party transactions
1. Pricing policy and basis
The above related party transactions shall follow the principles of openness, fairness and impartiality, and the actual settlement price shall be determined according to the business development, which shall be determined by both parties through negotiation with reference to the market price. The transaction price shall be calculated according to the agreed price and the actual transaction quantity, and the payment arrangement and settlement method shall be implemented according to the contract.
2. Signing of related party transaction agreement
The related party transaction agreement shall be signed by the company and related parties according to the actual business conditions.
4、 Purpose and impact of related party transactions on the company
The transactions between the company and related parties are based on the needs of daily production and operation, which helps to provide better services for customers and realize the stable and sustainable development of the company. The transaction price of the above connected transactions shall be fairly and reasonably determined according to the agreed price or market conditions, and there is no behavior damaging the interests of the company and all shareholders. Meanwhile, the above related party transactions have no impact on the independence of the company, and the company’s business will not rely on or be controlled by related parties due to such transactions.
5、 Opinions of independent directors and intermediaries
(I) prior approval opinions and independent opinions of independent directors
1. Prior approval opinions of independent directors
After verification, the independent directors believe that the expected events of daily related party transactions in 2022 meet the actual operation and development needs of the company, the expected related party transactions are carried out in strict accordance with relevant agreements, the pricing is fair, the related party transactions are fair and reasonable, and there is no damage to the interests of the company and all shareholders, It is agreed that the proposal on the prediction of daily connected transactions in 2022 shall be submitted to the fourth meeting of the third board of directors of the company for deliberation, and the connected directors shall avoid voting during deliberation.
2. Independent opinions of independent directors
After verification, the independent directors believe that the expected events of related party transactions in 2022 meet the actual operation and development needs of the company. The expected related party transactions are carried out in strict accordance with relevant agreements, the pricing is fair, the related party transactions are fair and reasonable, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders. Related directors abstained from voting during the deliberation of the proposal, and the deliberation procedures comply with the provisions of relevant laws and regulations. Agree to the implementation of the matter.
(II) opinions of the recommendation institution
The sponsor Citic Securities Company Limited(600030) has carefully verified the company’s daily related party transactions in 2022 and reviewed the board of directors’ meeting proposals, resolutions and other relevant materials involved in the related party transactions. The sponsor believes that the company’s daily related party transactions in 2022 meet the normal needs of the company’s business development and production and operation, and have been deliberated and approved by the board of directors of the company, With the prior approval and consent of the independent directors, it complies with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations and the articles of association. The connected transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit and will not affect the independence of the company, There is no situation that damages the interests of the company and all shareholders. The recommendation institution has no objection to the expected events of the company’s daily connected transactions in 2022.
6、 Documents for future reference
1. Resolutions of the fourth meeting of the third board of directors;
2. Resolutions of the fourth meeting of the third board of supervisors;
3. Prior approval opinions of independent directors on related party transactions;
4. Independent opinions of independent directors on matters related to the fourth meeting of the third board of directors;
5. Verification opinions of Citic Securities Company Limited(600030) on the prediction of daily connected transactions in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022.
It is hereby announced.
Chongqing Baiya Sanitary Products Co.Ltd(003006) board of directors January 15, 2022
