Securities code: 000703 securities abbreviation: Hengyi Petrochemical Co.Ltd(000703) Announcement No.: 2022-008 Hengyi Petrochemical Co.Ltd(000703)
Announcement of resolutions of the 11th meeting of the 11th board of supervisors
The company and all members of the board of supervisors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Meetings of the board of supervisors
The 11th meeting of the 11th board of supervisors of Hengyi Petrochemical Co.Ltd(000703) (hereinafter referred to as “the company”) was delivered to all supervisors of the company by communication, network or other means on January 4, 2022, and was held on site on January 21, 2022. Three supervisors should be present at this meeting, and there are actually three.
The meeting was presided over by Mr. Li Yugang, chairman of the board of supervisors. The meeting was held in accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”) and other laws, administrative regulations, departmental rules, normative documents and the relevant provisions of the articles of association.
2、 Deliberation at the meeting of the board of supervisors
After careful deliberation and full discussion by the supervisors 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.
Voting results: 3 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.
Voting results: 3 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 sells 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
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.
Voting results: 3 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.
Voting results: 3 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
It is agreed that the company and its subsidiaries carry out aromatics and other paper goods trade with Hong Kong Yisheng Co., Ltd., Zhejiang Yisheng new materials Co., Ltd. and Hong Kong yishanhua Co., Ltd. Among them, the transaction amount with Hong Kong Yisheng Co., Ltd. shall not exceed US $17 million, the transaction amount with Zhejiang Yisheng new materials Co., Ltd. shall not exceed US $17 million, and the transaction amount with Hong Kong yishanhua Co., Ltd. shall not exceed US $17 million.
Voting results: 3 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)
It is agreed that the company will handle comprehensive credit, various investment and financing, various derivatives and other businesses in China Zheshang Bank Co.Ltd(601916) , with a total amount of no more than 150 million yuan
Voting results: 3 in favor, 0 against and 0 abstention.
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 plans, capital needs and financing arrangements of each holding subsidiary in 2022, after comprehensive balance, it is determined that the amount of guarantee for subsidiaries included in the consolidated statements and mutual insurance between subsidiaries included in the consolidated statements is RMB 45.25 million, accounting for 188.49% of the audited net assets of the company in 2020.
For the details of the above guarantee business, please refer to China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com published on January 22, 2022（ http://www.cn.info.com.cn. ）Announcement on determining the amount of guarantee for holding subsidiaries and mutual insurance between holding subsidiaries in 2022 (No.: 2022-010).
Voting results: 3 in favor, 0 against and 0 abstention.
Key note: the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
3. The proposal on carrying out foreign exchange hedging business in 2022 was deliberated and adopted
In order to effectively control the exchange rate or interest rate risk faced by foreign exchange assets and liabilities derived from import and export business, combined with the company’s fund management requirements and daily business needs, the company decided to carry out foreign exchange hedging business in 2022. According to the amount, turnover period and prudent prediction principle of the company’s foreign exchange business such as raw material import and export business and foreign currency loans in 2022, it is estimated that the balance of foreign exchange hedging business at any time point in 2022 will not exceed US $1 billion (other currencies are converted into us dollars at the current exchange rate), accounting for 26.56% of the company’s audited net assets in 2020. The authorization period is from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the corresponding general meeting of shareholders in the next year. The above amount is recycled within the authorization period.
For details of the above foreign exchange hedging business, please refer to the company’s publication in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Announcement on carrying out foreign exchange hedging business in 2022 (No.: 2022-011)
Voting results: 3 in favor, 0 against and 0 abstention.
Key note: the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
4. The proposal on carrying out commodity hedging business in 2022 was deliberated and adopted
According to the estimation of the company’s production capacity in 2022 and the recent raw material and polyester commodity prices, in order to effectively carry out hedging business and control risks, combined with the company’s actual business needs, the margin amount of the company’s commodity hedging business in 2022 is no more than RMB 160 million (the amount of physical delivery is not included). Commodity hedging business is a comprehensive balance between the company’s risk control and hedging, which fully considers the comprehensive effects of the company’s operation and market, and meets the needs of the company’s production and operation management. The authorization period starts from the date of deliberation and approval of the second extraordinary general meeting of shareholders in 2022 to the date of convening the corresponding general meeting of shareholders in the next year. With the gradual improvement of the company’s business model and internal control system, the company will strengthen the supervision and risk control of commodity hedging business. For details of the above commodity hedging business, please refer to the company’s publication in China Securities Journal, Shanghai Securities News, securities times, securities daily and cninfo.com on January 22, 2022（ http://www.cn.info.com.cn. ）Announcement on carrying out commodity hedging business in 2022 (No.: 2022-012).
Voting results: 3 in favor, 0 against and 0 abstention.
Key note: the proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
5. The proposal on financial support and related party transactions provided by controlling shareholders to the company was deliberated and adopted
In order to meet the production and operation activities of the company’s businesses, improve financing efficiency and flexibility in the use of funds, Hengyi Petrochemical Co.Ltd(000703) and its subsidiaries intend to apply to Zhejiang Hengyi Group Co., Ltd., the controlling shareholder of the company, for short-term liquidity with a total amount of no more than 1 million yuan
