Guotai Junan Securities Co.Ltd(601211)
About Anhui Tongguan copper foil Group Co., Ltd
Verification opinions on the prediction of daily connected transactions in 2022
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) is the sponsor of Anhui Tongguan copper foil Group Co., Ltd. (hereinafter referred to as “Tongguan copper foil” or “company”) for initial public offering and listing on the gem, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange gem (hereinafter referred to as the “Stock Listing Rules”), the guidelines for the recommendation of Listed Companies in Shenzhen Stock Exchange, and the guidelines for the self legal supervision of Listed Companies in Shenzhen Stock exchange No. 2 – standardized operation of companies listed on GEM and other relevant provisions, Prudential due diligence has been conducted on the expected daily related party transactions of Tongguan copper foil in 2022. The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of related party transactions
In order to adapt to the rapid development of the market and in combination with the company’s development strategy and actual production and operation needs in 2022, the company will continue to carry out transactions with the controlling shareholder Tongling Nonferrous Metals Group Co.Ltd(000630) (hereinafter referred to as ” Tongling Nonferrous Metals Group Co.Ltd(000630) “) and some of its holding subsidiaries and some enterprises Affiliated to Tongling Nonferrous Metals Group Co.Ltd(000630) Metal Group Holding Co., Ltd. (hereinafter referred to as “color holding”), involving the purchase of copper raw materials, steam, equipment, etc, Sales of waste foil and excess materials and sales of lithium battery copper foil to the enterprise Gotion High-Tech Co.Ltd(002074) (hereinafter referred to as ” Gotion High-Tech Co.Ltd(002074) “) controlled by Li Chen, the director of the company.
According to the regulations on regulating related party transactions such as the Listing Rules of Shenzhen Stock Exchange gem, based on the actual amount of daily related party transactions from January to November 2021, the company makes a reasonable estimate of the total amount of similar daily related party transactions in 2022, and the total estimated amount is 3261.65 million yuan.
The company held the 12th meeting of the first board of directors on February 14, 2022, deliberated and passed the proposal on the prediction of daily connected transactions in 2022, and the connected directors Ding Shiqi, Chen Sixin and Li Chen have returned
Abstain from voting. The above proposal has been approved by the independent directors in advance and has expressed their agreed independent opinions.
This transaction is subject to the approval of the general meeting of shareholders, and the company’s related party shareholder Tongling Nonferrous Metals Group Co.Ltd(000630) metal group shares
Co., Ltd. and Hefei Gotion High-Tech Co.Ltd(002074) power energy Co., Ltd. will abstain from voting.
(II) category and amount of daily connected transactions in 2022
Related party transaction contract signing amount in related party transactions category of related party transactions from January to November 2021 related party capacity pricing principle amount or expected amount in golden month (RMB 10000)
The market price of Tongling Nonferrous Metals Group Co.Ltd(000630) cathode copper purchased from related parties is 282750 249688.2
Subtotal of raw materials — 282750 249688.2
Anhui Tongguan Machinery Co., Ltd. purchases equipment from related parties at a market price of 350 754.45
Subtotal of equipment
– – 350 754.45
Purchase Tongling Nonferrous Metals Group Co.Ltd(000630) metal group shares of steam and water from related parties at the market price of 560 489
Power plant of fuel and Power Co., Ltd
Subtotal — 560 489
Tongling Nonferrous Metals Group Co.Ltd(000630) Copper Crown brass waste foil and overflow market price 1610 1404.81 bar Co., Ltd
Tongling Nonferrous Metals Group Co.Ltd(000630) market price of waste foil and overflow 900 91.11
Anhui Tongguan nonferrous metals (pond waste foil market price 885 563.58 products, commodity state) Co., Ltd. sold to related parties
Gotion High-Tech Co.Ltd(002074) lithium battery copper foil market price 30973 7222.22 and its subsidiaries
Subtotal — 34368 9281.72
Tongling Nonferrous Metals Group Co.Ltd(000630) Co., Ltd. Copper Crown copper material copper wire processing market price 3985 3611.12
The market price of copper wire processing of Tongling Nonferrous Metals Group Co.Ltd(000630) wire rod Co., Ltd. is 152 143.01, which is submitted to the company by related parties
Labor services provided
Tongling Nonferrous Metals Group Co.Ltd(000630) metal group Tongguan project construction and technical market price 4000 4504.22 technical service of construction and installation Co., Ltd
Subtotal — 8137 8258.35
Total — 326165 268471.72
Note: as of the date of this verification opinion, the financial data of the company in 2021 is still under audit. In order to ensure the accuracy of the disclosed data, the above
The annual amount incurred adopts the data from January to November 2021 (Unaudited).
(III) actual occurrence of daily related party transactions in the previous year
The proportion of the actual amount of the estimated amount of related party transactions from January to November 2021 in the amount of the actual amount and the amount of the pre classified related party content (difference (%) in the proportion of similar businesses (%))
Collect Tongling Nonferrous Metals Group Co.Ltd(000630) cathode copper from related persons 249688.2 290000 92.8 -13.90
Subtotal of purchased raw materials – 249688.2 290000 92.8 -13.90
Anhui Tongguan Machinery Co., Ltd. 754.45 1000 36 -24.55
Acquisition of shares from related parties Co., Ltd
Subtotal of equipment purchased
– 754.45 1,000 36 -24.55
Tongling Nonferrous Metals Group Co.Ltd(000630) metal set
Supply steam and water 489 800 2 -38.88 to related party Mining Group Co., Ltd
Purchase fuel power plant
Subtotal – 489 800 2 -38.88
Tongling Nonferrous Metals Group Co.Ltd(000630) copper waste foil and overflow
Crown brass bar Co., Ltd. 1404.81 1800 0.4 -21.96
company
Anhui Tongguan nonferrous gold
Waste foil of (Chizhou) Co., Ltd. 563.58 625 0.2 -9.83
Selling liability companies to related parties
Products and commodities sold Tongling Nonferrous Metals Group Co.Ltd(000630) waste copper 91.11 —
Gotion High-Tech Co.Ltd(002074) shares lithium battery copper
Limited company and its subsidiaries 7222.22 8000 2 -9.72
department
Subtotal – 9281.72 10425 2.6 -10.97
Tongling Nonferrous Metals Group Co.Ltd(000630) stock copper wire processing 3611.12 4500 24 -19.75
Crown Copper Co., Ltd
Tongling Nonferrous Metals Group Co.Ltd(000630) stock wire copper wire processing 143.01 200 1 -28.50
Accept affiliated talent Co., Ltd
Labor services provided Tongling Nonferrous Metals Group Co.Ltd(000630) metal collection project construction
Group Copper Crown Building installation and technology 4504.22 not applicable —
Limited liability company services
Subtotal – 8258.35 4700 —
Total – 268471.72 306925 —
The board of directors of the company adjusted the procurement and sales strategies that are significantly different from the expected ones according to the actual market demand and changes in the daily operation process of the company. Therefore, there is a certain difference between the expected amount and the actual situation. The actual total amount from January to November 2021 does not exceed the expected total amount.
The company’s review procedures for the estimated amount of daily related party transactions in 2021 are legal and compliant. The actual occurrence of daily related party transactions by the independent directors of the company from January to November 2021 are the transactions required to explain that there are great differences between the company’s normal business conditions and the estimates, which are in line with the actual situation of the company and the market, laws and regulations Regulations; Related party transactions are fair, just and open, and the transaction price is fair, which does not affect the independence of the company, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Note: from January to November 2021, the related party transactions between the company and Tongling Nonferrous Metals Group Co.Ltd(000630) metal group Tongguan construction and installation Co., Ltd. are mainly
In order to provide plant construction services for raised investment projects, the company has completed the public bidding process, which has been deliberated and approved by the board of directors, and has not entered the company in early 2021
Line forecast.
2、 Introduction and relationship of related parties
(Ⅰ) Tongling Nonferrous Metals Group Co.Ltd(000630)
1. Basic information
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