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Thursday, 03/17/2022 3:23:06 AM

Thursday, March 17, 2022 3:23:06 AM

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Stock Code: 002182 Stock Abbreviation: Yunhai Metal Announcement No.: 2022-18
Nanjing Yunhai Special Metals Co., Ltd. Announcement on the Expectation of Daily Related Party Transactions in 2022
The Company and all members of the Board of Directors warrant that the contents of the announcement are true, accurate and complete, and that there are no false records, misleading statements or major omissions.
I. Basic information on daily related transactions
Nanjing Yunhai Special Metals Co., Ltd. (hereinafter referred to as the "Company" or "Yunhai Metal") and its holding subsidiaries are expected to cooperate with the shareholding subsidiary Chaohu Yian Yunhai Technology Co., Ltd. (hereinafter referred to as "Yian Yunhai" in 2022 due to daily production and operation needs. ”), the company’s shareholder Baosteel Metal Co., Ltd. and its subsidiaries (hereinafter referred to as “Baosteel Metal”) have daily related transactions involving the purchase of raw materials, products or sales of products from related parties.
The 7th meeting of the 6th Board of Directors of the Company reviewed and approved the "Proposal on Daily Connected Transactions in 2022", which still needs to be submitted to the 2021 Annual General Meeting for consideration.
Regarding the proposal of this connected transaction, the independent directors of the company issued a pre-audit opinion expressing their agreement to submit it to the board of directors for deliberation, and expressed the independent director's opinion.
The estimated total amount of the above-mentioned daily connected transactions in 2022 is RMB 1,530 million, and the actual amount of daily connected transactions in 2021 is RMB 1,359,443,700.
2. Routine related transactions in 2021 Actual occurrence of daily related transactions in 2021
Unit: 10,000 yuan
For details, please refer to "Yunhai Metal: Announcement on Routine Connected Transactions in 2021" on http://www.cninfo.com.cn on April 21, 2021
Related party transaction content
Actually happened
amount of the same kind
Business ratio
(%)
Difference between actual amount and estimated amount (%)
associated person
Amount actually incurred
Estimated amount
Disclosure date and index
Related party transactions
Procurement of raw materials from related parties
Yian Purchasing
1,699.85
10,000
0.26%
-83.00%
sea ??of ??clouds
product

Baosteel
metal purchase
and customs
liaison material
manage
Subtotal
Yian sells Yunhai products
Baosteel
130,903.64
190,000
19.75%
-31.10%
For details, please refer to "Yunhai Metal: Announcement on Routine Connected Transactions in 2021" on http://www.cninfo.com.cn on April 21, 2021
For details, please refer to "Yunhai Metal: Announcement on Routine Connected Transactions in 2021" on http://www.cninfo.com.cn on April 21, 2021. For details, please refer to "Yunhai Metal: Announcement on Routine Connected Transactions in 2021" on http://www.cninfo.com.cn on April 21, 2021
Sell ??products and merchandise to affiliates
metal sales
132,603.49 200,000 20.01% -33.70%
3,188.06 10,000 0.39% -68.12%
152.83 5,000 0.02% -96.94%
3,340.89 15,000 0.41% -77.73%
and related products
manage
Subtotal
The company's board of directors
Related party transactions actually occurred
Situation is more than expected
Description of large differences (eg
Be applicable)
1. The actual amount of products sold to related parties is less than 80% of the estimated amount. The main reasons are: the decline in the business volume of the related parties, which led to the decline of the company's sales of products to related parties compared with the estimated amount; 2. The actual amount of purchases from related parties is less than the estimated amount by 80% % Main reasons: The supply of raw materials by related parties is insufficient than expected; the demand for raw materials or products purchased by the company decreases.
The independent director of the company
Frequently connected transactions actually issued
Situation and Expected Existence
Explanation of major differences
(if applicable)
After verification, the company's actual daily connected transaction amount in 2021 is different from the estimated value. The reasons are reasonable, and there is no violation of relevant systems and approval procedures, and there is no behavior that damages the interests of the company and shareholders.
3. Prediction of daily connected transactions in 2022
Related party transactions
Related party transaction content
Related party transactions Pricing principles
Contract signing amount or estimated amount
Amount incurred as of the disclosure date
Amount incurred in the previous year
related person
Procurement of raw materials from related parties
Baosteel Metals and Purchased Materials Related Companies Materials
Subtotal
Yi'an Sea of ??Clouds
buy product
market price market price
3,000
140,000
143,000
542.51
28,875.54
29,418.05
Unit: 10,000 yuan
1,699.85
130,903.64
132,603.49

Yi'an Yunhai sells products
market price market price
5,000
5,000
10,000
1,382.40
201.17
1,583.57
3,188.06
152.83
3,340.89
to associates
Sales Products, Baosteel Metals and Sales Products
Product Affiliate Product
Subtotal
4. Basic information of related parties
(1) Chaohu Yian Yunhai Technology Co., Ltd.
1. Basic situation
Name: Chaohu Yian Yunhai Technology Co., Ltd.
Registered capital: 370 million yuan
Legal representative: Tang Tie Zhuang
Address: Zhuke Village Committee, Xiage Town, Chaohu City, Hefei
Date of establishment: March 16, 2015 Business scope: research and development of new alloy materials; production and sales of magnesium alloy and aluminum alloy light alloy precision die castings.
(For projects subject to approval according to law, business activities can only be carried out after approval by relevant departments) 2. Affiliate relationship
The company holds a 40% stake in Chaohu Yian Yunhai Technology Co., Ltd. and is a shareholder. The connected relationship complies with the conditions stipulated in Article 10.1.3 (3) and (5) of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange.
3. Analysis of contract performance capability
The main financial data of Yian Yunhai in 2021 are as follows (unaudited): 2021 operating income is 111,185,800 yuan;
Net profit in 2021 - RMB 21.9562 million
As of December 31, 2021, the total assets were 502,332,500 yuan; as of December 31, 2021, the net assets were 295,245,000 yuan. Chaohu Yian Yunhai Technology Co., Ltd. has good assets and operations. Chaohu Yian Yunhai Technology Co., Ltd. is not a dishonest executor.
(2) Baosteel Metal Co., Ltd. 1. Basic information
Name: Baosteel Metal Co., Ltd.

Registered address: No. 3962, Yunchuan Road, Baoshan District, Shanghai
Legal representative: Wang Qiangmin
Registered capital: RMB 4,054,990,084 Unified social credit code: 913101131322330413 Type of enterprise: limited liability company (wholly state-owned) Business scope: engaged in import and export of goods and technology; establishment of enterprises and related consulting services
(except brokers); real estate management, property management and supporting services within the scope of the transferred land use right; sales of metal materials, auto parts, machinery and equipment; manufacturing of metal materials, auto parts, machinery and equipment; production and sales of steel products; construction steel Technology development, technology transfer, technical service, and technical consultation in the application field; technology development in the fields of photovoltaic, solar thermal, photovoltaic, wind energy, bioenergy, clean energy, carbon fiber, and new energy storage materials technology; industrial investment; entrepreneurship Investment; sales of chemical raw materials and products (except hazardous chemicals, monitoring chemicals, fireworks, civil explosives, precursor chemicals); food distribution; general contracting of environmental pollution control projects; cleaning services; environmental protection equipment and related fields Design and sales of automation control systems; engage in technology development, technology transfer, technical services, and technical consultation in the field of environmental pollution control and related information technology; engage in technology development and technical consultation in the field of food and beverage; compressed gas and liquefied gas: non-flammable The above gases do not include highly toxic, specific types of hazardous chemicals. Involving a special license to operate with a license. Dangerous chemicals are not allowed to be stored in the above-mentioned business premises; mechanical equipment rental. (Projects subject to approval according to law can only carry out business activities after being approved by relevant departments)
2. Relationship
Baosteel Metal holds a 14% stake in Yunhai Metal and is a shareholder of the company. The related relationship complies with the conditions stipulated in Article 10.1.3 (4) and (5) of the Rules Governing the Listing of Stocks on the Shenzhen Stock Exchange.
3. Analysis of contract performance capability
The main unaudited financial data of Baosteel Metal in 2021 are as follows:
The operating income in 2021 is 13,179,909,332.47 yuan;
The net profit attributable to owners of the parent company in 2021 is 420,117,020.28 yuan; as of December 31, 2021, the total assets are 18,247,575,449.84 yuan; as of December 31, 2021, the net assets are 9,400,761,156.09 yuan.
Baosteel Metal Co., Ltd. has good assets and operations.
Baosteel Metal Co., Ltd. is not a dishonest person subject to execution.

V. Pricing Policy and Pricing Basis for Related Party Transactions
The related party transactions between the company and its subsidiaries and related parties are based on the fair pricing principle based on market prices. Acts that harm the interests of the company and other shareholders.
6. Purpose of the related transaction and its impact on the listed company
The company's expected daily connected transactions in 2022 are all normal operating activities, which are conducive to the company's business development. The company is independent from related parties in terms of business, personnel, finance, assets, institutions, etc., and related transactions will not affect the independence of the company and its subsidiaries. The above-mentioned related transactions account for a small proportion of similar transactions and will not cause the company to rely on related parties.
7. Signing of the related party transaction agreement
The related-party transactions between the company and its subsidiaries and Yi'an Yunhai and Baosteel Metals are carried out in the form of orders or small-value contracts according to each purchase demand for related products in accordance with the framework agreement model. In 2022, a framework agreement has not been signed for the connected transactions between the company and its subsidiaries, Yian Yunhai and Baosteel Metal, and will be signed after the approval of the general meeting of shareholders.
8. Prior approval of independent directors and independent opinions expressed
Regarding the proposal of this connected transaction, the independent directors of the company issued a pre-audit opinion expressing their agreement to submit it to the board of directors for deliberation, and issued the independent director's opinion: the company and its subsidiaries and Chaohu Yian Yunhai Technology Co., Ltd., Baosteel Metal Co., Ltd. and their affiliates The day-to-day sales (purchasing) business incurred by the company is due to the normal production and operation needs of the company. The pricing of related transactions is based on the principle of marketization, which fully reflects the principle of fairness and fairness, and will not cause adverse effects on listed companies and small and medium investors. and losses. The procedures for deliberating and voting on the proposal by the board of directors of the company are legal and valid. We agree to this connected transaction and submit it to the company's 2021 annual general meeting for consideration.
9. Documents available for inspection
1. Resolutions of the seventh meeting of the sixth board of directors;
2. Independent directors' pre-audit opinions on daily connected transactions in 2022, and independent directors' independent opinions on related matters;

Special announcement.
Nanjing Yunhai Special Metals Co., Ltd. Board of Directors
March 16, 2022

http://static.cninfo.com.cn/finalpage/2022-03-16/1212578454.PDF

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