Citic Securities Company Limited(600030) about
Eternal Asia Supply Chain Management Ltd(002183)
Verification opinions on the prediction of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as ” Eternal Asia Supply Chain Management Ltd(002183) ” and “company”) non-public offering of A-Shares (hereinafter referred to as “non-public offering”), in accordance with the administrative measures for securities Issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions have verified the expected matters of daily connected transactions in Eternal Asia Supply Chain Management Ltd(002183) 2022, and issued the following verification opinions:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Due to the needs of business development, in 2022, the company and its subsidiaries intend to have daily business transactions with the affiliated company Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. (hereinafter referred to as ” Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) “), and the total amount is expected to not exceed RMB 500 million. The specific business model and transaction amount shall be subject to the contract.
At the 59th meeting of the sixth board of directors held on February 8, 2022, the company finally deliberated and adopted the proposal on the estimation of daily connected transaction quota of the company and its subsidiaries and affiliated companies Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd. in 2022 with 7 votes in favor, 0 votes against and 0 abstentions.
The independent directors of the company expressed their prior approval opinions and independent opinions on the daily related party transactions. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will waive their voting rights on the proposal at the general meeting of shareholders.
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. (II) estimated category and amount of daily connected transactions
As of disclosure
Related party transactions related party transactions within related party transactions occurred last year, and the estimated amount of related parties has occurred on the date of occurrence
Category capacity pricing principle amount
amount of money
Purchase from related party Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Yiya with reference to the market price
Purchase commodity communication (computer and its grid 300.4697.49 million accessories)
Selling Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Yiya to related parties refers to the market price
Merchandising (LCD 200 million 10.59 million screens, etc.)
(III) actual occurrence of daily related party transactions in the previous year
Proportion of the difference between the actual amount of related party transactions and the estimated amount of related party capacity in the estimated amount of similar businesses (%) (%)
Purchase from related party Cai Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Yi
Purchase of commodities Yatong (computer and its 97.493 billion less than 10% – 67.50%
Accessories)
Sell Shenzhen Yan Tian Port Holdings Co.Ltd(000088) to related parties
Sales of commodities Yatong (LCD) 10.59 billion less than 1% – 94.71%
Screen, etc.)
The prediction of the annual daily connected transactions between the company and related parties is based on the preliminary judgment of the company’s actual needs and business development, which is difficult to achieve accurate prediction, because the board of directors has some differences between the actual situation of daily connected transactions and the actual situation, If there is a big difference between the company and its related parties in 2021, it indicates that the actual total amount of daily related party transactions is lower than the expected total amount. Combined with the actual operation, the company follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions, so as to protect the interests of the company and minority shareholders.
The actual amount of daily related party transactions between the company and related parties in 2021 is lower than the estimated amount of daily related party transactions by independent directors, mainly because the estimated amount of daily related party transactions by the company is the upper limit of the possible business of the counterparty if there is a large difference between the company and the estimated amount, The amount and actual execution amount of the contract are uncertain according to the needs and actual progress of both parties. Unaudited related party transactions between the company and related parties actually occurred in 2021
The amount does not exceed the expected amount, which is in line with the actual production and operation of the company.
All transactions are determined at fair prices and conditions in accordance with the principles of fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
Note: the above data are the accounting data of the company’s financial department and have not been audited.
2、 Related person introduction and relationship
(Ⅰ) Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183)
1. Basic information of related parties
Company name: Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) supply chain Co., Ltd
Unified social credit Code: 91440300ma5gjfnr2e
Legal representative: Wang Xiaoping
Registered capital: 50 million yuan
Date of establishment: December 22, 2020
Registered address: 901, complex building of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) modern logistics center, Yantian comprehensive free trade zone, No. 15, Mingzhu Road, Donghai community, Yantian street, Yantian District, Shenzhen
Business scope: general business items: Chinese Commerce (excluding restricted items); Supply chain management and related supporting services; Computer software and hardware development; Enterprise management consulting; Import, export, purchase and sale of cosmetics; Automobile sales; The purchase and sale of primary Shenzhen Agricultural Products Group Co.Ltd(000061) and other Chinese trade; Mechanical equipment leasing, computer and communication equipment leasing (excluding financial leasing items and other restricted items); Online trade, import and export business; Import, export, wholesale and sales of game consoles and accessories; Own property lease; Sales of food additives; Purchase and sale of chemical fertilizer; Purchase and sale of feed additives and coal. (the above items do not include those prohibited by laws, administrative regulations and decisions of the State Council and require pre-approval. Restricted items can be operated only after obtaining permission); Wholesale of prepackaged food (including refrigerated and frozen food) and dairy products (including infant formula milk powder); Wholesale and retail of alcohol; Sales of health food; Sales of formula food for special medical purposes; Purchase and sale of soybeans, rice and corn. Logistics data collection, processing and management; Logistics scheme design, logistics information processing and consulting services; Documents and archives shall be deposited, kept, digitized, consulted, evaluated, identified and sorted out. Intelligent archives warehouse system integration, industrial planning and industrial consultation. International cargo transportation agency by sea, land and air; Customs pre entry and customs declaration agency of import and export goods; Apply for inspection of substitute equipment, complete sanitary ware and accessories; Production and manufacturing, wholesale and retail: computer and electronic equipment, warehousing and logistics equipment; Food business and sales (including online sales): primary food Shenzhen Agricultural Products Group Co.Ltd(000061) , communication products, knitwear and textiles, clothing and apparel, daily necessities, household appliances, electronic products, digital products, cosmetics, family planning supplies, sanitary supplies, office supplies, sporting goods, toys, auto and motorcycle accessories, shoes and hats, luggage, leather goods, clocks and watches, musical instruments, frame glasses Jewelry, furniture, arts and crafts, hardware products, plastic products, rubber products, computer software and hardware and auxiliary equipment, chemical products, fire-fighting equipment, building materials, class I medical devices and class II medical devices.
2. Latest financial data
As of December 31, 2021, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) has total assets of RMB 31.66 million, net assets of RMB 30 million, main business income of RMB 97.6 million and net profit of RMB 0 million.
3. Relationship with listed companies
Mr. Li Cheng, deputy general manager of the company, holds the post of director of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is a related party of the company.
4. Performance capability analysis
Shenzhen Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Logistics Co., Ltd., the controlling shareholder of related parties, is a state-owned enterprise in Guangdong Province, and the actual controller is the state owned assets supervision and Administration Commission of Shenzhen Municipal People’s government, with strong performance ability; In addition, the main transaction modes of the company and related parties are purchasing goods from Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) and selling goods to Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) . For the company, the risk of related party transactions under this business mode is low.
3、 Main contents of related party transactions
The company plans to purchase goods from related parties Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) in 2022, and the estimated transaction amount will not exceed 300 million yuan; The company plans to sell goods to related parties Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) in 2022, and the expected transaction amount will not exceed 200 million yuan; In 2022, the company and its subsidiaries expect that the total amount of daily related party transactions with the related party will not exceed RMB 500 million. The details shall be subject to the contract.
When the company and its subsidiaries have daily connected transactions with Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) , they negotiate and determine the transaction price at a fair and reasonable market price on the premise of complying with the provisions of relevant laws, regulations and normative documents, and sign relevant contracts according to the principles of fairness and impartiality.
Within the scope of daily related party transactions approved by the board of directors and the general meeting of shareholders, the company and related parties sign corresponding cooperation contracts on different businesses respectively.
4、 Purpose of related party transactions and its impact on Listed Companies
Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) is a supply chain comprehensive business service platform company established by state-owned enterprises in Guangdong Province in cooperation with the company under the guidance of the national policy of actively promoting the innovation and application of supply chain. It makes use of the rich local industrial resources and combined with the company’s supply chain advantages to provide a series of supply chain services and promote industrial transformation and upgrading.
This related party transaction is in line with the operation and development of the company. Both parties to the transaction follow the principles of equality, voluntariness, mutual benefit, fairness and fairness. The transaction price is determined by both parties through negotiation, and the related party transaction price is timely adjusted according to the changes of market price. There is no damage to the rights and interests of listed companies and shareholders. This related party transaction will not affect the independence of the company, nor will it form dependence on related parties due to the transaction.
5、 Decision making procedure
The guarantee has been adopted at the 59th meeting of the sixth board of directors and the 43rd meeting of the sixth board of supervisors. The independent directors of the company have expressed their opinions, agreed with the company’s expectation of daily connected transactions with Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) in 2022, and agreed to submit the above guarantee to the general meeting of shareholders of the company for deliberation.
6、 Verification procedures and opinions of the recommendation institution
Citic Securities Company Limited(600030) performed the following verification procedures:
Reviewed the documents of the 59th meeting of the sixth board of directors and the 43rd meeting of the sixth board of supervisors of the company; Consulted the industrial and commercial information and financial statements of Shenzhen Yan Tian Port Holdings Co.Ltd(000088) Eternal Asia Supply Chain Management Ltd(002183) .
After verification, Citic Securities Company Limited(600030) believes that the expected daily related party transactions of the company in 2022 meet the needs of the company’s development and normal business activities, and there is no behavior damaging the interests of the company, its non related shareholders and minority shareholders. The board of directors and the board of supervisors of the company have deliberated and approved the transaction, and the independent directors have issued clear consent opinions. The expected matters of the daily connected transactions in 2022 need to be submitted to the general meeting of shareholders of the company for deliberation. The sponsor has no objection to the company’s daily related party transactions in 2022.
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Sponsor representative:
Liu Jian, Chen Zhenhua
