Jiuri New Materials: Tianjin Jiuri New Materials Co., Ltd. announced on the estimated amount of daily related party transactions in 2025
DATE:  Dec 06 2024

Securities code: 688199 Securities abbreviation: Jiuri New Materials Announcement No.: 2024-062

Tianjin Jiuri New Materials Co., Ltd

Announcement on the estimated quota of daily related party transactions in 2025

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

Need to submit to the General Meeting of Shareholders for consideration: Yes

The impact of daily related party transactions on listed companies: The expected related party transactions belong to Tianjin Jiurixin

The daily related party transactions of Materials Co., Ltd. (hereinafter referred to as the Company) are based on normal production and operation business, and will be priced on the basis of market prices, which will not affect the independence of the Company, and there will be no behavior that damages the interests of the Company and shareholders, especially small and medium-sized shareholders, and will not form a greater dependence on relevant related parties.

1. Basic information on daily related party transactions

(1) Deliberation procedures for the performance of routine related-party transactions

On December 5, 2024, the company held the 17th meeting of the 5th board of directors and the 5th board of supervisors

At the 16th meeting, the "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" was deliberated and approved. The total amount of the company's daily related party transactions in 2025 is expected to be RMB 65.00 million, of which the amount of related party transactions for the purchase of raw materials from related parties is RMB 14.00 million, and the amount of related party transactions for the sale of products and commodities to related parties is RMB 51.00 million. When the board of directors of the company deliberated on the proposal, the affiliated directors Mr. Zhao Guofeng and Ms. Wang Lixin abstained from voting, and the non-affiliated directors present at the meeting unanimously agreed to the proposal. When the board of supervisors of the company deliberated on the proposal, the supervisors present at the meeting unanimously agreed to the proposal.

On December 3, 2024, the company held the second special meeting of independent directors in 2024 for deliberation

The "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" was unanimously approved by all independent directors and agreed to submit the proposal to the board of directors of the company for deliberation.

The company's daily related party transactions in 2025 are expected to total 65.00 million yuan, according to the above

Shanghai Stock Exchange Science and Technology Innovation Board Listing Rules", "Tianjin Jiuri New Materials Co., Ltd. Articles of Association" and so on

According to the regulations, the proposal on the estimated amount of daily related party transactions in 2025 still needs to be submitted to the general meeting of shareholders for deliberation, and related shareholders will abstain from voting in accordance with the regulations.

(2) The estimated amount and type of the daily related party transaction

Based on the company's business development and daily production and operation needs, the company expects that the company and the company within the scope of the company's consolidated statements in 2025 will have a total amount of RMB 65.00 million related to daily production and operation with the related party Zhangjiajie Jiurui Biotechnology Co., Ltd. (hereinafter referred to as Jiurui Bio) and the company within the scope of the consolidated statements of Jiurui Biotech, the details are as follows:

Unit: 10,000 yuan

At the beginning of the year

Accounts for the same class as of the date of disclosure for 2025

The 2025 business ratio of related party transactions to the business ratio of related party transactions is the same as that of 2024

Category Related Person Estimated Amount Case (%, Cumulative Issued Case (%, Difference in Amount Occurring

excl. tax) raw transactions excl. tax) for larger reasons

Amount (No.)

Tax included)

The company is expected to hold a controlling stake

Jiurui Biotech Co., Ltd. Dajing informatization

Xiang Lianren and Jiurui Shengsheng (Xuzhou) Limited

Purchase of raw materials consolidated 1,400.00 1.48 245.09 0.26 The company's production scale will be

The scope of the material list is gradually expanded, and the required original

The number of companies in the material will also be

Increase accordingly.

Subtotal 1,400.00 1.48 245.09 0.26 -

With the holding of the company Sun

The company Hunan Hongrunhua

Industrial Technology Co., Ltd

Benzoic acid (feed grade)

The full investment of Jiurui Bio's production line

To the related people and Jiurui production, it is expected that the output will increase

Sales of products and goods consolidated 5,100.00 4.13 465.20 0.38 Step up; meantime

Within the scope of the commodity table, Jiurui Biotech will increase

The company's sales strength, expected sales

Sales will increase,

Tereben (feed

level) is also the demand

Strengthen.

Subtotal 5,100.00 4.13 465.20 0.38 -

Total - 6,500.00 - 710.29 - -

Note: The calculation base of the proportion of similar businesses in the above table is the company's audited data for 2023.

(3) The projection and implementation of the previous routine related party transaction

Unit: 10,000 yuan

At the beginning of this year, it is up to Phi

Related Party Transactions Related Persons 2024 Exposure Date and Related Persons Estimated Amount and Actual Amount

Category Estimated Amount Actual Amount Reason for the large discrepancy

(excluding tax)

As the company's holding subsidiary, Dajing

Jiurui Biotech and Jiurui Information Chemicals (Xuzhou) Co., Ltd

Consolidated 1,500.00 245.09 of the company's photosensitizers for photoresists

The company's PAC within the scope of the purchase of raw materials has not yet achieved large-scale supply.

production and sales did not meet expectations,

Fewer raw materials are required.

Subtotal 1,500.00 245.09 -

The company holds a grandson company, Hunan Hongrun

Produced by Jiurui Biology and Jiu Chemical Technology Co., Ltd

Consolidated report to the relevant Renrui Biotech 6,600.00 465.20 Benzoic acid (feed grade) production is not

Sell products, table within the scope of the company to meet expectations; At the same time, Jiu Ruisheng

Commodity sales are less than expected

Resulting in a decrease in demand.

Subtotal 6,600.00 465.20 -

Total - 8,100.00 710.29 -

2. Basic information and relationship of related persons

(1) The basic information of the related persons

Company name: Zhangjiajie Jiurui Biotechnology Co., Ltd

Type: Limited liability company (investment or holding by natural persons)

Legal representative: Zhao Guofeng

Registered capital: 12,328.360000 RMB

Date of Establishment: December 26, 2008

Address: Area C, Economic Development Zone, Zhangjiajie City (Shexi Village, Yanghuping Town, Yongding District)

Main office location: Area C, Zhangjiajie Economic Development Zone (Shexi Village, Yanghuping Town, Yongding District)

Main business: planting, extraction, deep processing, trade and sales of gallnut, turmeric, tung oil, citrus aurantium, knotweed, eucommia, magnolia, tea and other plants; production, sales and import and export of food additives edible tannic acid and propyl gallate; production, sales and import and export of feed additive propyl gallate; Production and sales of organic fertilizers, organic and inorganic compound fertilizers, bio-organic fertilizers, and technical consulting services for bio-fertilizer products and use. (For projects subject to approval in accordance with the law, business activities can only be carried out after approval by relevant departments).

Actual controller: Zhao Guofeng

Key financial data for the most recent fiscal year (audited):

December 31, 2023

Total assets (RMB) 315,753,928.31

Net assets (RMB) 104,638,242.36

2023 year

Operating income (RMB) 171,325,540.79

Net profit (RMB) -2,039,408.90

(2) Affiliation with listed companies

Jiurui Biotech is an enterprise actually controlled by Mr. Zhao Guofeng, the chairman of the company, and Mr. Zhao Guofeng also serves as the chairman of Jiurui Biotech. According to the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, Jiurui Biotech is a related party of the company.

(3) Analysis of performance capacity

The above-mentioned related parties continue to operate in accordance with the law and have good performance capabilities. The company and the company within the scope of the company's consolidated statements will sign contracts or agreements with Jiurui Biotech and the companies within the scope of Jiurui Bio's consolidated statements for the daily related party transactions expected to occur in 2025, and strictly implement them in accordance with the agreement, and the performance of the contract has legal guarantees.

3. The main content of daily related party transactions

(1) The main content of the related party transaction

The daily connected transactions expected to occur between the company and related parties in 2025 are mainly the purchase of pyrogallic acid, gallic acid, propyl gallate, 3HBP (trihydroxybenzophenone), TPPA and other related products from Jiurui Biotech and the companies within the scope of Jiurui Bio's consolidated statements, and the sales of benzoic acid (feed grade) and other related products to Jiurui Biotech and the company within the scope of Jiurui Bio's consolidated statements. The price of related party transactions will be determined according to the market price in accordance with the principle of fairness and voluntariness.

(2) The signing of the related party transaction agreement

After the estimated amount of such daily related party transactions is deliberated and approved by the general meeting of shareholders of the Company, the Company and the Company within the scope of the Company's consolidated financial statements will sign specific transaction contracts or agreements with the relevant related parties according to the business development situation.

Fourth, the purpose of daily related party transactions and the impact on listed companies

(1) The necessity of related party transactions

The company and the company within the scope of the company's consolidated statements intend to purchase pyrogallic acid, gallic acid, propyl gallate, 3HBP (trihydroxybenzophenone), TPPA and other related products from Jiurui Biotech and the company within the scope of Jiurui Bio's consolidated statements. Among them, pyrogallic acid, 3HBP (trihydroxybenzophenone) and TPPA are important raw materials for the production of photosensitizer PAC for photoresist, which will provide a strong guarantee for the production of the special photosensitizer project for microelectronic photoresist of Dajing Information Chemicals (Xuzhou) Co., Ltd., a holding subsidiary of the company. Gallic acid and propyl gallate are important raw materials for the manufacture of electronic-grade gallic acid and electronic-grade propyl gallate

used in the field of semiconductors; The company and the company within the scope of the company's consolidated statements intend to sell benzoic acid (feed grade) and other related products to Jiurui Biotech and the company within the scope of Jiurui Bio's consolidated statements.

The company has strong R&D capabilities and production capacity, and there is a synergistic and complementary relationship with relevant related parties in the industrial chain, and the daily related party transactions to occur between the company and related parties meet the objective needs of the company's normal production and operation.

(2) The fairness and reasonableness of related party transactions

Related-party transactions between the Company and relevant related parties will follow the principles of consensus and fair trading, and the transaction price will be determined based on the market price. Such related party transactions belong to the normal business of the Company, which is conducive to the development of the Company's business operations, and there is no act that harms the interests of the Company and shareholders, especially small and medium-sized shareholders, and such related party transactions will not adversely affect the Company's financial condition and operating results.

(3) The continuity of related party transactions and their impact on the independence of listed companies

The daily connected transactions expected to occur between the company and related parties in 2025 are the procurement of the company and the products of the company within the scope of the company's consolidated statements based on the business needs of the company and the company within the scope of the company's consolidated statements, and the procurement of the company and the company within the scope of the company's consolidated statements from the company and the company within the scope of the company's consolidated statements based on the needs of business development and production and operation, and such related party transactions will be carried out on a fair and voluntary basis in accordance with the general market operation rules. The company maintains a relatively stable cooperative relationship with relevant related parties, and under the condition of stable development of the company's production and operation, related party transactions with relevant related parties will continue to exist. As a result, the company's main business will not become dependent on relevant related parties, and will not affect the company's independence.

The announcement is hereby made.

Board of Directors of Tianjin Jiuri New Materials Co., Ltd

December 6, 2024

Follow Yicai Global on

star50stocks

Ticker Name

Percentage Change

Inclusion Date