Securities code: 000703 securities abbreviation: Hengyi Petrochemical Co.Ltd(000703) Announcement No.: 2022-007 Hengyi Petrochemical Co.Ltd(000703)
Announcement on resolutions of the 16th meeting of the 11th board of directors
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、 Convening of board meeting
The notice of the 16th meeting of the 11th board of directors of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as “the company” or ” Hengyi Petrochemical Co.Ltd(000703) “) was sent to all directors of the company by communication, network or other means on January 4, 2022, and was held on site on January 21, 2022. There are 9 directors present at the meeting, and 9 directors actually present.
The meeting was presided over by Mr. Qiu Yibo, chairman of the board of directors. The convening of the meeting of the board of directors was in accordance with the company law of the people’s Republic of China and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberations of the board meeting
After careful deliberation and full discussion by the directors attending the meeting, the following proposals were considered and adopted by open ballot one by one:
1. The proposal on the estimation of the amount of daily connected transactions in 2022 was deliberated and adopted
1.01 proposal on purchasing raw materials from related parties
Due to the increase of polyester fiber scale of the company in 2022, the PTA raw material supply of Zhejiang Yisheng Petrochemical Co., Ltd., the holding subsidiary of the company, is tight, and the subsidiary Zhejiang Yisheng new materials Co., Ltd. plans to put into operation. In order to ensure the stable source of polyester fiber raw materials of the company, effectively improve the profitability of polyester fiber in 2022, and realize the integration of product production, operation and management and maximize benefits of the company, It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with yishanhua Petrochemical Co., Ltd. (hereinafter referred to as “yishanhua”), Hainan Yisheng Petrochemical Co., Ltd. (hereinafter referred to as “Hainan Yisheng”) and Zhejiang Yisheng new materials Co., Ltd. (hereinafter referred to as “Yisheng new materials”), The main content of the contract is that Hengyi Petrochemical Co.Ltd(000703) and its subsidiaries will purchase raw materials from yishanhua and its holding subsidiaries in 2022, and the PTA amount is expected to not exceed 220 million yuan; Purchase raw material PTA from Hainan Yisheng and its holding subsidiaries, and the purchase amount is expected to not exceed 200 million yuan; Purchase PTA from Yisheng new materials, and the purchase amount is expected to be no more than 1500000 yuan.
As Mr. long Xianshui, deputy director of the company, serves as the director of yishanhua, the chairman of Hainan Yisheng and the director of Yisheng new materials, according to item (III) of article 10.1.3 of the stock listing rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are related party transactions.
According to article 10.2.1 of the Listing Rules of Shenzhen Stock Exchange, Mr. Fang Xianshui, as an affiliated director, avoided voting on this sub proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
1.02 proposal on purchasing fuel, power and commodities from related parties
It is agreed that Zhejiang Hengyi high tech materials Co., Ltd. (hereinafter referred to as “Hengyi high tech”) a subsidiary of the company, and Zhejiang baling Hengyi caprolactam Co., Ltd. (hereinafter referred to as “Hengyi caprolactam”) sign the agreement on sharing substation and purchasing steam in 2022 to jointly use a 110kV Substation owned by it, It is estimated that the amount of electricity paid to Hengyi caprolactam will not exceed 310 million yuan. It is agreed that Hengyi hi tech will purchase steam from Hengyi caprolactam, and the purchase amount is expected to be no more than 150 million yuan.
It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with Hangzhou Yichen Chemical Fiber Co., Ltd. (hereinafter referred to as “Hangzhou Yichen”), Shaoxing Keqiao hengming Chemical Fiber Co., Ltd. (hereinafter referred to as “Shaoxing hengming”) and yishanhua respectively, which mainly includes that the company purchases nylon chips from Hangzhou Yichen in 2022, The estimated amount shall not exceed 20 million yuan; Purchase polyester products and packaging materials from Shaoxing hengming. It is estimated that the purchase amount of polyester products and packaging materials will not exceed 900 million yuan and 40 million yuan in 2022; Purchase polyester products from yishanhua. It is estimated that the purchase amount of polyester products will not exceed 20 million yuan in 2022.
Since Mr. Qiu Yibo, chairman of the company, Mr. long Xianshui, deputy director, and Mr. Lou Jianchang, director of the company, also serve as directors of Hengyi caprolactam.
As Hengyi group is the controlling shareholder of the company, Hengyi group is the shareholder of Shaoxing hengming, Hangzhou Yichen is the holding subsidiary of Hengyi group, Hengyi nylon is the holding subsidiary of Hengyi group, while Mr. Qiu Yibo, the chairman of the company, is the shareholder and director of Hengyi group, Mr. Xiang Xianshui, the deputy director, is also the director of Hengyi group, and Mr. Ni Defeng, the director, is also the president of Hengyi group director.
As Mr. long Xianshui, deputy director of the company, also serves as the director of yishanhua.
According to items (II), (III) and (V) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are connected transactions.
According to article 10.2.1 of the Listing Rules of Shenzhen Stock Exchange, Mr. Qiu Yibo, Mr. Fang Xianshui, Mr. Ni Defeng and Mr. Lou Jianchang, as affiliated directors, avoided voting on this sub proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
1.03 proposal on selling goods and products to related parties
It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with Hainan Yisheng. The main content of the contract is that the company and its subsidiaries sell PX and pia to Hainan Yisheng and its holding subsidiaries in 2022, in which the sales amount of PX is expected to be no more than 250 million yuan and the sales amount of PIA is expected to be no more than 320 million yuan.
It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with yishanhua. The main content of the contract is that the company and its holding subsidiaries will sell PIA to yishanhua in 2022, and the expected sales amount will not exceed 160 million yuan.
It is proposed that the company and its subsidiaries sign the 2022 product purchase and sales contract with Yisheng new materials. The main content of the contract is that the company will sell PX and acetic acid to Yisheng new materials in 2022, of which the sales amount of PX is expected to be no more than 127 million yuan and the sales amount of acetic acid is expected to be no more than 140 million yuan.
It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with Hengyi caprolactam. The main content of the contract is that the company will sell coal and other energy products and benzene products to Hengyi caprolactam in 2022, of which the expected sales amount of energy products shall not exceed 1414 million yuan and the expected sales amount of benzene products shall not exceed 102 million yuan.
It is agreed that the company and its subsidiaries sign the purchase and sales contract of purified terephthalic acid (PTA) with Hengyi nylon in 2022. The main content of the contract is that the company and its holding subsidiaries will sell PTA to Hengyi nylon in 2022, and the expected sales amount will not exceed 5.2 million yuan.
It is agreed that the company and its subsidiaries sign the 2022 product purchase and sales contract with Shaoxing hengming. The main content of the contract is that the company and its subsidiaries sell energy products, auxiliary materials and packaging materials to Shaoxing hengming in 2022, in which the sales amount of energy products is expected to be no more than 45 million yuan and the sales amount of auxiliary materials is expected to be no more than 20 million yuan, The sales amount of packaging materials is expected to not exceed 50 million yuan.
It is agreed that the company and its subsidiaries sign the purchase and sales contract of purified terephthalic acid (PTA) with Hangzhou Yichen in 2022. The main content of the contract is that the company and its holding subsidiaries sell PTA to Hangzhou Yichen in 2022, and the sales amount of PTA is expected to be no more than 5.2 million yuan.
Since Mr. Qiu Yibo, chairman of the company, Mr. long Xianshui, deputy director, and Mr. Lou Jianchang, director of the company, also serve as directors of Hengyi caprolactam.
As Hengyi group is the controlling shareholder of the company, Hengyi group is the shareholder of Shaoxing hengming, Hangzhou Yichen is the holding subsidiary of Hengyi group, Hengyi nylon is the holding subsidiary of Hengyi group, while Mr. Qiu Yibo, the chairman of the company, is the shareholder and director of Hengyi group, Mr. Xiang Xianshui, the deputy director, is also the director of Hengyi group, and Mr. Ni Defeng, the director, is also the president of Hengyi group director.
As Mr. long Xianshui, deputy director of the company, serves as the director of yishanhua, the chairman of Hainan Yisheng and the director of Yisheng new materials.
According to items (II), (III) and (V) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are connected transactions.
According to article 10.2.1 of the Listing Rules of Shenzhen Stock Exchange, Mr. Qiu Yibo, Mr. Fang Xianshui, Mr. Ni Defeng and Mr. Lou Jianchang, as affiliated directors, avoided voting on this sub proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
1.04 proposal on providing labor services to related parties
It is agreed that the company and its subsidiaries sign the logistics and transportation service agreement with Hengyi nylon, Hangzhou Yichen, Shaoxing hengming, Hengyi caprolactam and Yisheng new materials, which mainly includes that the company and its subsidiaries provide logistics and transportation services to the above affiliated companies in 2022, of which the amount of services provided to Hengyi nylon is expected to be no more than 9 million yuan, The service amount provided to Hangzhou Yichen is expected to be no more than 23 million yuan, the service amount provided to Shaoxing hengming is expected to be no more than 82 million yuan, the service amount provided to Hengyi caprolactam is expected to be no more than 10 million yuan, and the service amount provided to Yisheng new materials is expected to be no more than 95 million yuan.
It is agreed that the company and its subsidiaries sign the project management agreement with Hengyi caprolactam and Shaoxing hengming, which mainly includes that the company and its subsidiaries provide engineering management services to Hengyi caprolactam and Shaoxing hengming in 2022. Among them, the service amount provided to Hengyi caprolactam is expected to be no more than 31 million yuan, and the service amount provided to Shaoxing hengming is expected to be no more than 6 million yuan.
As Mr. long Xianshui, deputy director of the company, serves as the director of Yisheng new materials.
Since Mr. Qiu Yibo, chairman of the company, Mr. long Xianshui, deputy director, and Mr. Lou Jianchang, director of the company, also serve as directors of Hengyi caprolactam.
As Hengyi group is the controlling shareholder of the company, Hengyi group is the shareholder of Shaoxing hengming, Hengyi nylon and Hangzhou Yichen are the holding subsidiaries of Hengyi group, while Mr. Qiu Yibo, the chairman of the company, is the shareholder and director of Hengyi group, Mr. long Xianshui, the deputy director, is also the director of Hengyi group, and Mr. Ni Defeng, the director, is also the president and director of Hengyi group.
According to items (II), (III) and (V) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are connected transactions.
According to article 10.2.1 of the Listing Rules of Shenzhen Stock Exchange, Mr. Qiu Yibo, Mr. Fang Xianshui, Mr. Ni Defeng and Mr. Lou Jianchang, as affiliated directors, avoided voting on this sub proposal.
Voting results: 5 in favor, 0 against and 0 abstention.
1.05 proposal on developing aromatics and other paper goods trade with Hong Kong Yisheng Co., Ltd., Zhejiang Yisheng new materials Co., Ltd. and Hong Kong yishanhua Co., Ltd
Since Mr. Xiang Xianshui, the deputy director of the company, is a director of Hainan Yisheng Petrochemical Co., Ltd., Zhejiang Yisheng new materials Co., Ltd. and yishanhua Petrochemical Co., Ltd., Hong Kong Yisheng Co., Ltd. is a subsidiary of Hainan Yisheng Petrochemical Co., Ltd. and Hong Kong yishanhua Co., Ltd. is a subsidiary of yishanhua Petrochemical Co., Ltd, According to item (III) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are connected transactions.
According to article 10.2.1 of the Listing Rules of Shenzhen Stock Exchange, Mr. Fang Xianshui, as an affiliated director, avoided voting on this sub proposal.
Voting results: 8 in favor, 0 against and 0 abstention.
1.06 proposal on handling comprehensive credit, various investment and financing, various derivatives and other businesses in China Zheshang Bank Co.Ltd(601916)
As the company holds China Zheshang Bank Co.Ltd(601916) 748069283 shares, with a shareholding ratio of 3.52%, and appoints directors to participate in daily business decisions, according to the principle of substance over form in Item (V) of article 10.1.3 of the Listing Rules of Shenzhen Stock Exchange, the transactions involved in this sub proposal are connected transactions, and the transactions are for the daily production and operation of the company, so the above transactions belong to daily connected transactions.
Voting results: 9 in favor, 0 against and 0 abstention.
The independent directors of the company gave prior approval and independent opinions on the above connected transactions, and the company’s sponsor gave verification opinions. For details, the company published it on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Prior approval letter of independent directors on matters considered at the 16th meeting of the 11th board of directors and independent opinions of independent directors on matters related to the 16th meeting of the 11th board of directors.
Please refer to the details of the above related party transactions published on cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Announcement on the estimated amount of daily connected transactions in 2022 (Announcement No.: 2022-009)
Key note: the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
2. The proposal on determining the company’s guarantee for holding subsidiaries and the amount of mutual insurance between holding subsidiaries in 2022 was deliberated and adopted
In order to ensure the normal operation of Hengyi Petrochemical Co.Ltd(000703) holding subsidiaries, facilitate the fund-raising of holding subsidiaries and improve the fund management efficiency of the company, according to the overall business plan of the company in 2022 and the business development plan of holding subsidiaries, combined with the actual use of external guarantees of the company in the previous year (2021) and the continuous expansion of the company’s business, On the basis of reviewing the collection and payment plan, capital demand and financing arrangement of each holding subsidiary in 2022, after comprehensive balance, it is determined that the company’s guarantee for subsidiaries included in the consolidated statements and the amount of mutual insurance between subsidiaries included in the consolidated statements are RMB 4,52
