Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Verification opinions on external guarantees and connected transactions
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “independent financial consultant”) as an independent financial consultant for the sale of major assets of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “002092}” or “company”) in 2021, according to the provisions of relevant laws and regulations such as the law on the administration of major asset restructuring of listed companies, the measures for the administration of financial consulting business of mergers and acquisitions of listed companies and so on, We have carefully checked the company’s external guarantees and related party transactions, and now the verification results and verification opinions are as follows:
1、 Overview of related party guarantees
Xinjiang Zhongtai Chenical Co.Ltd(002092) joint stock companies Shanghai Zhongtai Duojing International Trade Co., Ltd. (hereinafter referred to as “Shanghai Duojing”), Zhejiang Taixin Products Co., Ltd. (hereinafter referred to as “Taixin products”) and Xinjiang Meike Chemical Co., Ltd. (hereinafter referred to as “Meike chemical”) apply for comprehensive credit from banks and other financial institutions according to the needs of production and operation, The company shall provide 687 million yuan of joint and several liability guarantee according to the shareholding ratio. The details are as follows:
Percentage of guarantee amount
Up to now, whether the listed company is guaranteed
The balance of the guarantor and the guaranteed party (10000 yuan) is related to the net capital of the recent period
(10000 yuan) property proportion guarantee
（%）
Shanghai Sino Thai Duojing international trade 5375 35600 0.65
company with limited liability
Zhongtaihua Zhejiang Taixin Products Co., Ltd. 0.00 16800 0.00 yes
learn
Xinjiang Meike Chemical Co., Ltd. 53633.22 16300 2.09 yes
company
Total 59008.22 68700 2.74-
Note: 1. The businesses under the above comprehensive credit and guarantee include but are not limited to: working capital loan, project loan, medium and long-term loan, internal guaranteed foreign debt, equity investment loan, M & a loan, bank acceptance bill, letter of credit, accounts receivable factoring, import documentary bill, commercial bill discount, bank guarantee, financial leasing, supply chain finance, financial derivatives and other financing matters. The specific cooperative financial institution, final financing amount and financing form (term and interest rate) shall be subject to the approval result of the bank or the officially signed agreement;
2. The loan term, interest rate and type shall be subject to the loan contract signed.
3. Among the above-mentioned external guarantees, the stock guarantee was 391 million yuan and the new guarantee was 296 million yuan;
4. The above guarantee matters shall be guaranteed by the company according to the shareholding ratio.
Shanghai Duojing is the holding subsidiary of Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as “Zhongtai group”), the controlling shareholder of the company, and Taixin property is the holding subsidiary of Shanghai Duojing; Merck chemical is the holding Sun company of Zhongtai group. According to the stock listing rules of Shenzhen Stock Exchange, the above guarantee constitutes a connected transaction.
The above related guarantee matters have been deliberated and approved by the 34th session of the 7th board of directors held on January 27, 2022. During the deliberation of the proposal, the related directors Bian Deyun, parhati maiming, Li Liangfu and Yu Yajing avoided voting on the proposal, and all the other directors agreed. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the corresponding affiliated shareholders will avoid voting.
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the guaranteed (related party)
(I) basic information of Shanghai Zhongtai Duojing International Trade Co., Ltd
1. Basic information
Company name: Shanghai Zhongtai Duojing International Trade Co., Ltd
Date of establishment: January 6, 2013
Registered capital: 1 billion yuan
Legal representative: Sun Yuxiang
Registered address: room 1808, No. 769, Jiujiang Road, Huangpu District, Shanghai
Main business: Sales of chemical products, metal materials, mechanical equipment, coal and products, rubber products, non-ferrous metal alloys, etc.
2. Main financial data (consolidated)
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021
(audited) (Unaudited)
Total assets 217995.34 812890.33
Total liabilities 154077.50 747767.43
Net assets 63917.84 65122.90
Operating income 5610427.82 7271235.00
Net profit 5006.27 1214.83
3. The ownership structure is as follows
Shareholder contribution (10000 yuan) shareholding ratio (%)
Xinjiang Zhongtai (Group) Co., Ltd. 60000 60
Xinjiang Zhongtai Chenical Co.Ltd(002092) 40,000 40
Total 100000 100
4. Relationship with the company
The controlling shareholder of Zhongtai group is a subsidiary of Zhongjing group.
5. Other instructions
After verification, as of the date of issuance of this verification opinion, Shanghai Duojing is not a dishonest person.
(II) basic information of Zhejiang Taixin Products Co., Ltd
1. Basic information
Enterprise name: Zhejiang Taixin Products Co., Ltd
Date of establishment: August 23, 2018
Registered capital: 50 million yuan
Legal representative: Sun Yuxiang
Registered address: Room 305, No. 7, Fuxing East Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
Main business: Sales of petroleum asphalt, mineral products, petroleum products, chemical raw materials and products, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (excluding vegetables, aquatic products and fresh meat), rubber and plastic products, cotton, building materials, feed, textiles and raw materials, steel, non-ferrous metals, metal materials and products, paper products and raw materials, chemical fertilizer, etc.
2. Key financial data
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021
(audited) (Unaudited)
Total assets 18568.42 73962.88
Total liabilities 15429.03 69214.56
Net assets 3139.39 4748.32
Operating income 415490.08 292712.14
Net profit 3037.77 1608.93
3. The ownership structure is as follows
Shareholder contribution (10000 yuan) shareholding ratio (%)
Zhongtai International Trading Co., Ltd
Ningbo Meishan free trade port Zundao equity investment management partnership 2450 49.00 (limited partnership)
Total 5000 100.00
4. Relationship with the company
Taixin property is the holding company of Shanghai Duojing, a joint-stock company of the company. Shanghai Duojing is the holding subsidiary of the controlling shareholder Zhongtai group.
5. Other instructions
After verification, as of the date of issuance of this verification opinion, Taixin’s property does not belong to the person subject to dishonesty.
(III) basic information of Xinjiang Meike Chemical Co., Ltd
1. Basic information
Company name: Xinjiang Meike Chemical Co., Ltd
Date of establishment: July 26, 2004
Registered capital: 763.820618 million yuan
Legal representative: Song Zhimin
Registered address: No. 1, Nanyuan Road, Korla economic and Technological Development Zone, Bazhou, Xinjiang
Main business: R & D, production and sales of 1,4-butanediol, methanol, formaldehyde, tetrahydrofuran and n-butanol.
2. Main financial data (consolidated)
Unit: 10000 yuan
End of 2020 / end of September 2021 / January September 2021
(audited) (Unaudited)
Total assets 687751.90 857692.77
Total liabilities 454378.05 457451.67
Net assets 233373.86 400241.10
Operating income 203056.93 427851.18
Net profit -21800.85 166670.06
4. The ownership structure is as follows
Serial number
