Securities code: 600753 securities abbreviation: Fujian Oriental Silver Star Investment Co.Ltd(600753) No.: 2022-012 Fujian Oriental Silver Star Investment Co.Ltd(600753)
Announcement on the forecast of daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
The daily related party transactions shall be submitted to the general meeting of shareholders for deliberation.
This related party transaction will not affect the independent operation ability of the company, and the company’s main business will not rely heavily on related parties due to this related party transaction.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Voting of the board of directors and withdrawal of related directors
On January 28, 2022, the second meeting of the eighth board of directors of Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as “the company”) passed the proposal on the prediction of daily connected transactions in 2022 by 8 votes for, 0 against and 0 abstention. Mr. Liang Yanfeng, a related director, avoided voting, and the independent director expressed independent opinions on this matter.
This transaction must be approved by the general meeting of shareholders, and the affiliated shareholder Zhonggeng Real Estate Group Co., Ltd. (hereinafter referred to as “Zhonggeng group”) must avoid voting.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and this related party transaction does not need to be approved by relevant departments.
2. Prior approval opinions of independent directors
The independent directors believe that the related party transaction complies with the provisions of the company law, the securities law and other relevant laws and regulations and the articles of association, the transaction price is fair and reasonable, and there is no damage to the interests of the company and minority shareholders. They agree to submit the proposal to the board of directors for deliberation.
3. Independent opinions of independent directors
The independent directors believe that: (1) the company is mainly engaged in bulk trade supply chain business, the main business continues to develop stably, and the company and related parties are related party transactions that continue to occur based on the needs of normal daily business activities. Through this connected transaction, the company is conducive to promoting the development of the company’s trade business, enhancing the company’s main business capacity, increasing the company’s operating income and improving the rights and interests of all shareholders of the company. The related party transaction is fair and beneficial to the company and all shareholders. (2) The related party transaction refers to the market price and follows the pricing principles of fairness, impartiality, openness and rationality. The pricing is fair and will not have an adverse impact on the company’s financial status and operating results, affect the independence of the company, and do not damage the interests of the company and shareholders. (3) During the deliberation of this matter, Mr. Liang Yanfeng, a related director, avoided voting, and the voting procedure was legal and effective, in line with the relevant provisions of the company law, the articles of association and the measures for the administration of related party transactions of the company. Therefore, we unanimously agree on the expected matters of this connected transaction.
4. Review opinions of the board of supervisors and withdrawal of related supervisors
The board of supervisors believes that the estimated amount of the company’s daily related party transactions in 2022 is reasonably predicted in advance according to the actual transactions in the company’s daily production and operation process, which will not have a significant adverse impact on the company’s current and future financial status and operating results, and will not rely on related parties due to such related party transactions. The estimation of relevant daily connected transactions in 2022 follows the market trading principle of “openness, fairness and impartiality”, performs the necessary procedures, complies with the requirements of relevant national laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, and conforms to the interests of the company and all shareholders.
This proposal involves connected transactions, and Mr. Lin Weiqun, the connected supervisor, has avoided voting. The second meeting of the 8th board of supervisors passed the proposal on the prediction of daily connected transactions in 2022 by 2 votes in favor, 0 against and 0 abstention, and unanimously agreed to submit the proposal to the general meeting of shareholders for deliberation and voting.
5. Audit opinions of the audit committee of the board of directors
The Audit Committee believes that the estimated amount of the company’s daily connected transactions in 2022 is a reasonable prediction made in advance according to the actual transactions in the company’s daily production and operation process, follows the market transaction principle of “openness, fairness and impartiality”, performs necessary procedures, and complies with relevant national laws The requirements of the regulations and the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange will not adversely affect the independence of the company and are in the interests of the company and all shareholders. Unanimously agree on the proposal on the prediction of daily connected transactions in 2022.
(II) prediction and implementation of the previous daily connected transactions
The previous daily connected transactions were reviewed and approved at the 20th meeting of the seventh board of directors of the company. As of December 31, 2021, the amount of connected transactions between the company and connected persons did not exceed the above estimates. The details are as follows:
Unit: 10000 yuan
There is a large difference between the actual amount of related party transactions in 2021 and the estimated amount of related parties of the actual payment category reason
To the related party Ningxia Weizhong Energy Technology Co., Ltd. 40000.00 49708.68
Purchase of raw materials Shaanxi Weitian Tengda Technology Co., Ltd. 10000.00 0.00
According to the actual situation
Subtotal of daily operating related purchase 50000.00 49708.68 business demand
Adjustment to the related party Ningxia Weizhong Energy Technology Co., Ltd. 100000.00 38577.25
Sales goods Shaanxi Weitian Tengda Technology Co., Ltd. 30000.00 3469.83
Subtotal of daily operating related sales 130000.00 42047.08
Shanghai chengkai group Longcheng Real Estate Co., Ltd. 200.00 192.77
To the related party Fuzhou Junjian Real Estate Development Co., Ltd. 3.00 2.98
Leasing office Fujian Zhonggeng Property Management Co., Ltd. 38.00 29.98 not applicable to the site Haihai branch
Fujian Zhonggeng Property Management Co., Ltd. 1.00 0.57
Subtotal of daily general related procurement 242.00 226.30
To the related party Shanghai chengkai group Longcheng Real Estate Co., Ltd. 18.00 13.88
Hotel business trip Zhonggeng Julong hotel is not applicable
Accommodation and entertainment Fujian Zhonggeng Real Estate Co., Ltd. Fuzhou Zhonggeng 1.20 0.00
Julong Hotel
Subtotal of daily general related procurement 19.20 13.88
Total 180261.20 91995.94
Note: the above amount of related party transactions in 2021 has not been audited.
(III) estimated amount and category of daily connected transactions
In order to ensure the continuous and normal operation of the company’s daily business, the company reasonably estimated the total amount of daily connected transactions in 2022. The details are as follows:
Unit: 10000 yuan
In 2022
From the beginning of business in 2022 to the notice date, the amount occurred in 2021 accounted for the proportion of the estimated amount of related parties of similar related transactions to the accumulated actual business of related parties
(%) transaction amount (%)
To the related party Ningxia Weizhong energy
Purchase of raw material technology Co., Ltd. 56500.00 24.41 2318.91 49708.68 27.70 materials
Selling commodity Technology Co., Ltd. to the related party Ningxia Weizhong energy 67800.00 28.93 2547.45 38577.25 21.17
Shaanxi Weitian Tengda 45200.00 19.29 5252.30 3469.83 1.90 Technology Co., Ltd
Shanghai chengkai group
Longcheng Real Estate Co., Ltd. 200.00 82.64 0.00 192.77 85.18
Fuzhou Junjian real estate
To the related party property development Co., Ltd. 3.00 1.24 0.00 2.98 1.31 leasing office
Site: Zhonggeng Wu, Fujian Province
Business Management Co., Ltd. 38.00 15.70 0.00 29.98 13.25 company Shanghai Branch
Fujian Zhonggeng Wu
Business Management Co., Ltd. 1.00 0.41 0.00 0.57 0.25 company
Shanghai chengkai group
Longcheng Real Estate Co., Ltd. 18.00 93.75 0.00 13.88 12.63 went on a business trip to Zhonggeng Julong Hotel, a related party company. Hotel accommodation entertained Fujian Zhonggeng real estate
Fuzhou 1.20 6.25 0.00 0.00 0.00 Zhonggeng Julong Hotel
Total 169761.20 10118.66 91955.94
Note: the above amount of related party transactions in 2021 has not been audited.
2、 Introduction and relationship of related parties
(I) Ningxia Weizhong Energy Technology Co., Ltd
1. Basic information of related parties
Ningxia Weizhong Energy Technology Co., Ltd. (hereinafter referred to as “Ningxia Weizhong”), an enterprise of other limited liability companies, was established on February 12, 2019. Its registered place is the plant area of Ningxia Yuguang Energy Industry Co., Ltd., fine chemical industry zone, Meili Industrial Park, Shapo District, Zhongwei City, Ningxia. Its legal representative is Li Kui and its registered capital is 100 million yuan. Business scope: coke production and sales; Coal sales (contract operation); Leasing and sales of mechanical equipment; Coal tar, crude benzene, sulfuric acid, sodium hydroxide solution, acid ammonium sulfate, methanol, hydrochloric acid, ammonia solution (containing ammonia > 10%), gas wholesale (contract operation, and the business site does not store hazardous chemicals); Road general cargo transportation; Warehousing services (excluding hazardous chemicals); Import and export business (excluding goods and technologies whose import and export are restricted and prohibited by the state); Environmental protection testing and energy-saving technology promotion services; New energy technology promotion services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments).
2. Relationship with the company
In the past 12 months, Zhonggeng group, the controlling shareholder of the company, held 15% equity of Xuzhou Weitian Chemical Co., Ltd. (hereinafter referred to as “Weitian chemical”) and appointed a director to the board of directors of Weitian chemical (composed of five directors). Weitian chemical held 68% equity of Ningxia Weizhong. According to the definition of connected transactions and connected persons in the Listing Rules of Shanghai Stock Exchange, the company and Ningxia Weizhong
