Minsheng Securities Co., Ltd
About Fujian Oriental Silver Star Investment Co.Ltd(600753)
Implementation of daily connected transactions in 2021 and verification opinions on daily connected transactions in 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) as a sponsor of Fujian Oriental Silver Star Investment Co.Ltd(600753) (hereinafter referred to as ” Fujian Oriental Silver Star Investment Co.Ltd(600753) ” or “company”) non-public offering in 2020, according to the measures for the administration of securities issuance and listing sponsor business The provisions of relevant laws and regulations such as the Listing Rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the guidelines for the self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and connected transactions, and the provisions of normative documents, Carefully and prudently checked the implementation of daily connected transactions in Fujian Oriental Silver Star Investment Co.Ltd(600753) 2021 and the forecast of daily connected transactions in 2022. The verification results are as follows:
1、 Implementation of daily related party transactions in 2021
The daily related party transactions between the company and related parties in 2021 are as follows:
Unit: 10000 yuan
The reason for the large difference between the estimated amount of related party transactions in 2021 and the actual financial amount of related parties in 2021
Purchase of Ningxia Weizhong Energy Technology Co., Ltd. 40000.00 49708.68 from related parties
Buy 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
Sell Ningxia Weizhong Energy Technology Co., Ltd. 100000.00 38577.25 adjustment to related parties
Goods sold 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
company
Renting Fuzhou Junjian Real Estate Development Co., Ltd. from related parties is not applicable to renting office space division 3.00 2.98
Fujian Zhonggeng Property Management Co., Ltd. 38.00 29.98
Division Shanghai Branch
Fujian Zhonggeng Property Management Co., Ltd. 1.00 0.57
department
Subtotal 242.00 226.30
To the related party Shanghai chengkai group Longcheng Real Estate Co., Ltd. 18.00 13.88
Travel accommodation company Zhonggeng Julong hotel is not applicable
Entertain Fujian Zhonggeng Real Estate Co., Ltd. Fuzhou 1.20 0.00
Zhonggeng Julong Hotel
Subtotal of daily general related procurement 19.20 13.88
Total 180261.20 91995.94
Note: the actual amount in 2021 has not been audited.
Ningxia Weizhong Energy Technology Co., Ltd. and Shaanxi Weitian Tengda Technology Co., Ltd. are companies under the same control. After deliberation, the estimated amount of raw materials purchased by the two companies in 2021 is 500 million yuan, and the actual amount in 2021 is 497.0868 million yuan, According to the relevant provisions of Article 21 of the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions “The listed company estimates the daily connected transactions. When applying the provisions on the actual execution exceeding the estimated amount, it compares the total amount of various connected transactions actually occurred between each connected person under the same control and the listed company with the corresponding estimated total amount.”, The total amount of raw materials purchased by Ningxia Weizhong Energy Technology Co., Ltd. and Shaanxi Weitian Tengda Technology Co., Ltd. did not exceed the expected amount.
2、 Forecast of daily related party transactions in 2022
(I) overview 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
Accounting for the proportion of similar related party transactions at the beginning of 2022 to the business from the year 2022 to the notice date and 2021. The estimated amount of related parties in the same category is more than the cumulative actual occurrence of related parties
Example: paid amount (%) (%) and easy 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
Ningxia Weizhong energy 67800.00 28.93 2547.45 38577.25 21.17 to related party Technology Co., Ltd
Sales commodities 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
Development of public property to related parties 1.00
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 actual amount in 2021 has not been audited.
3、 Related person introduction and relationship
(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 or 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, the controlling shareholder of the company Zhonggeng Real Estate Group Co., Ltd. (hereinafter referred to as “Zhonggeng group”) 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, The company identified the transaction with Ningxia Weizhong as a related party transaction.
(II) Shaanxi Weitian Tengda Technology Co., Ltd
1. Basic information of related parties
Shaanxi Weitian Tengda Technology Co., Ltd. (hereinafter referred to as “Weitian Tengda”), an enterprise type of limited liability company (sole proprietorship of legal person invested or controlled by non natural person), was established on November 21, 2018. Its registered place is qingshuichuan Industrial Park, Fugu County, Yulin City, Shaanxi Province. Its legal representative is Cui Yunfei and its registered capital is 100 million yuan. Business scope: Sales of coal and dolomite; Production and sales of coke and ferrosilicon; Leasing and sales of mechanical equipment; Road freight transportation; Import and export business; Production and sales of metal magnesium, magnesium alloy, coal tar, crude benzene, ammonia, silicon calcium and coal tar pitch (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments) (for projects subject to approval according to law, business activities can be carried out only with the approval of 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 100% equity of Weitian Tengda, and the company recognized the transaction with Weitian Tengda as a connected transaction.
(III) Shanghai chengkai group Longcheng Real Estate Co., Ltd
1. Basic information of related parties
Shanghai chengkai group Longcheng Real Estate Co., Ltd. (hereinafter referred to as “Longcheng real estate”) is a limited liability company (a joint venture between Taiwan, Hong Kong, Macao and China), established on November 30, 2010, with its registered place in Minhang District, Shanghai, its legal representative is Xue Lanrui, and its registered capital is RMB 210 million. Business scope: licensed projects: real estate development and operation; Food business; Food and Beverages; Accommodation services; Life beauty services; Barber Service; High risk sports (swimming). (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or permits of relevant departments.) general items: property management, hotel management, etiquette services, corporate image planning, tourism information consultation, parking garage operation, conference services, exhibition services, sales of sporting goods and daily necessities, Fitness services, health massage services, foot bath (only branches), sports guidance. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Shanghai chengkai group Longcheng Real Estate Co., Ltd. Zhonggeng Julong hotel is a branch of Longcheng real estate, and the enterprise was established
