China Securities Co.Ltd(601066) about
Yunnan Aluminium Co.Ltd(000807) estimated daily related party transactions in 2022
Verification opinions
According to the measures for the administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange
Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of listed companies on the main board
Regulations of relevant laws and regulations such as the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, China Securities Co.Ltd(601066) certificate
Securities Co., Ltd. (hereinafter referred to as “sponsor”) as Yunnan Aluminium Co.Ltd(000807) (hereinafter referred to as “sponsor”)
Referred to as ” Yunnan Aluminium Co.Ltd(000807) ” or “the company”), the sponsor of the non-public offering of A-Shares in 2021
The expected events of daily related party transactions in 2022 have been carefully verified. The details of verification are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberations of the board of directors
The company held the 11th meeting of the 8th board of directors on January 27, 2022, which was approved by 5 votes
The plan for daily related party transactions in 2022 was reviewed and approved with 0 against and 0 abstention
Mr. Zhang Zhengji, Mr. Lu Jiansheng, Mr. Gao Lidong and Mr. Jiao Yun, the directors of the company, have abstained from voting. Company independence
The directors approved the matter in advance and unanimously agreed to submit it to the 11th meeting of the 8th board of directors for deliberation and approval at the meeting
Agree with this plan.
2. The plan for daily connected transactions in 2022 must be submitted to the general meeting of shareholders of the company for deliberation,
At the time of deliberation, the related party shareholders Yunnan Metallurgical Group Co., Ltd., Aluminum Corporation Of China Limited(601600) and Jiao Yunxian
Students must abstain from voting.
(II) category and amount of daily related party transactions expected in 2022
According to the production and operation needs of the company, the company and its affiliated enterprises will cooperate with Aluminum Corporation Of China Limited(601600) Group Co., Ltd. in 2022
The company (hereinafter referred to as “Chinalco group”) and its subordinate enterprises have business transactions with other related parties
Daily related party transactions are expected to occur with related parties in 2022. The specific contents are as follows:
Unit: RMB 10000 (excluding tax)
Amount of contract signed by related parties related parties related parties related transactions January 11, 2021 easy category easy content pricing principle or expected amount monthly amount
China Aluminum International Engineering Corporation Limited(601068) fair price of commodity purchased by Trading Group Co., Ltd. in the market 807787.61 662013.09
Chinalco Materials Co., Ltd. purchased goods at a fair price of 665498.49 138052.58 from the affiliated Guizhou Huajin Aluminum Co., Ltd. at a fair price of 117876.11 82414.56 people
The fair price of raw materials purchased by Chibi Great Wall Carbon Products Co., Ltd. in the commodity market is 34690.27 43509.80
The fair price of Chinalco Logistics Group Co., Ltd. in the purchasing commodity market is 31488.11 9400.93
Aluminum Corporation Of China Limited(601600) fair price of purchased goods market 14867.26 8915.13
The fair price of Shandong Aluminum Co., Ltd. in the purchasing commodity market is 7769.89 1085.73
Chinalco Shanxi Aluminum Co., Ltd. fair price of purchased goods market 5038.05 854.21
The fair price of commodities purchased by Chinalco group and other affiliated enterprises in the market is 15207.56 29905.92
Subtotal 1700223.35 976151.96
Purchase electricity from Yunnan Huineng Power Sales Co., Ltd. at a fair price of 650000.00 513121.59
Procurement of natural gas by Yunnan PetroChina Huineng Energy Co., Ltd. at a fair price of 33000.00 23756.86
Subtotal of power 683000.00 536878.45
Aluminum Corporation Of China Limited(601600) group high-end manufacturing shares
Co., Ltd. (including Southwest Aluminum (Group) sales commodity market fair pricing 566283.19 383679.25 Co., Ltd.)
The fair price of Chinalco Ruimin Co., Ltd. in the commodity market is 257482.56 247844.37
The fair market price of commodities sold to the affiliated Chinalco Foshan International Trade Co., Ltd. is 63716.81 226183.75 people. The fair market price of commodities sold by Longxi Northwest Aluminum Foil Co., Ltd. is 56115.00 23732.09
Products, Chinalco Henan Luoyang aluminum foil Co., Ltd. sales commodity market fair price 33512.40 8181.74 commodity Chinalco Southwest Aluminum Strip Co., Ltd. sales commodity market fair price 22831.86 54205.67
Chinalco Sapa special aluminum (Chongqing) has sales commodity market and fair price 22831.86 17704.19 Co., Ltd
The fair price in the commodity market of Chinalco group and other affiliated enterprises is 6318.62 and 28618.38
Subtotal 1029092.30 990149.44
Kunming Nonferrous Metallurgy Design and Research Institute shares accept the fair pricing of the labor market 35419.11 20256.96 accept the related companies
Lianrenti Chinalco Logistics Group Co., Ltd. accepts the labor market fair price of 20000.00 18418.37, and Chinalco group and other affiliated enterprises accept the labor market fair price of 14690.81 22457.17
Subtotal 70109.92 61132.50
Providing labor services to related Chinalco group and other affiliated enterprises at the fair market price of 1654.66 1537.25 people, and providing subtotal 1654.66 1537.25 labor services
Total 3484080.23 2565849.61
Note: 1 In accordance with Article 2 of the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 7 – transactions and related party transactions
Article 15 “when a listed company forecasts its daily connected transactions, when applying the provisions on the actual execution exceeding the expected amount,
Based on the total amount of various connected transactions actually occurred between each connected person under the same control and the listed company and the corresponding estimated total amount
Compare the amounts.
The amount of connected transactions between different connected persons not under the same control and the listed company shall not be calculated jointly. ” Rules of
Since Chinalco is the ultimate controlling shareholder of the company, it will carry out business with the above-mentioned enterprises under the same control of Chinalco
For daily related party transactions, the company and its subsidiaries can use related party transactions internally according to the category of related party transactions according to the actual situation
Transaction quota, specific transaction amount and content shall be subject to the signed contract.
2. Due to the large number of affiliated legal persons of the company, according to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2——
Announcement form No. 10 of transaction category: announcement form of daily related party transactions of listed companies. The company is expected to cooperate with Chinalco group and
The transaction amount of the enterprise under its actual control and the single related person of other related parties does not reach the audited net profit of the company in the latest period
For assets of 0.5%, the estimated amount of related party transactions with the company shall be combined with the transaction amount of Chinalco group and enterprises actually controlled
Listed.
3. The transaction volume and other financial data from January to November 2021 were not audited.
(III) actual occurrence of daily related party transactions of the company from January to November 2021
According to the operation needs of the company, the company and the controlling shareholder Chinalco group, its controlling subsidiaries and other related parties
There are business transactions between them, which constitute daily connected transactions. From January to November 2021, the company and related parties actually
The details of daily related party transactions are as follows:
Unit: RMB 10000 (excluding tax)
Actual hair
Related party transactions from January to November 2021 the proportion of the expected amount in the disclosure date and the actual amount of the related party of the claim transaction in the month
Category amount proportion
（%）
China Aluminum International Engineering Corporation Limited(601068) commodities purchased by Trading Group Co., Ltd. 662013.09 920000.00 46.57%
company
For details of goods purchased by Chinalco Materials Co., Ltd., please refer to the information disclosed to the Customs by the company on Ju 1380552.58 205319.43 9.71% tide information network Yunnan Aluminum Co., Ltd. purchased 82414.56 98000.00 5.80% of the goods purchased by Guizhou Huajin Aluminum Co., Ltd. the company’s purchase of Chibi Great Wall Carbon Products Co., Ltd. adjusted the daily related delivery of 43509.80 54600.00 3.06% of the goods purchased by the raw material company in 2021 Announcement on the purchase of Yunnan sotong Yunnan aluminum carbon materials with predictable amount (Announcement No. 3156.92 17305.00 0.22% No.: 2021-054)
Aluminum Corporation Of China Limited(601600) purchase goods 10855.07 13138.41 0.76%
Guangxi Huasheng New Material Co., Ltd. purchased goods 6150.92 11250.00 0.43%
department
Chinalco Logistics Group Co., Ltd. purchases goods 9,4
