About Xinjiang Daqo New Energy Co.Ltd(688303)
Verification opinions on the estimated amount of daily connected transactions in 2022
China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) ” or “sponsor”) as a sponsor of Xinjiang Daqo New Energy Co.Ltd(688303) (hereinafter referred to as ” Xinjiang Daqo New Energy Co.Ltd(688303) ” or “company”) for initial public offering of shares, listing on the science and innovation board and continuous supervision, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange, the guidelines for the continuous supervision of listed companies on Shanghai Stock Exchange and the measures for the continuous supervision of listed companies on science and innovation board, the expected events of daily connected transactions in Xinjiang Daqo New Energy Co.Ltd(688303) 2022 have been verified. The details are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions in 2022
The company held the 21st Meeting of the second board of directors and the 14th meeting of the second board of supervisors on February 14, 2022, and respectively deliberated and adopted the proposal on the estimated amount of the company’s daily connected transactions in 2022. According to the actual business development needs of the company, the total estimated amount of the daily connected transactions is RMB 850 million, including Xu Guangfu, Xu Xiang Mr. Shi Dafeng avoided voting, and other non affiliated directors unanimously agreed to the proposal.
The independent directors of the company expressed their independent opinions on the above proposal. The independent director’s independent opinion is that the company’s daily related party transaction plan in 2022 is expected to meet the needs of the company’s daily operation and development, the related party transactions follow the principles of fair and just market, the pricing is fair and reasonable, and the decision-making authority and decision-making procedures of related party transactions comply with relevant laws and regulations, the articles of association and the Xinjiang Daqo New Energy Co.Ltd(688303) related party transaction management system, There is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. Such related party transactions will not adversely affect the independence of the company, and the company’s main business will not rely on related parties for such transactions. These related party transactions belong to the normal business of the company, are conducive to the business development of the company and are in line with the interests of the company and all shareholders. Therefore, we agree to the matters related to the estimated amount of daily connected transactions of the company in 2022 and agree to submit the proposal to the general meeting of shareholders of the company for deliberation.
The audit committee of the board of directors of the company deliberated on the related party transaction and issued the following written opinions:
The company expects that the daily related party transaction plan in 2022 is required for the daily operation and development of the company, and the related party transactions follow the principle of fairness
Fair market principle, fair and reasonable pricing, and the decision-making authority and decision-making procedures of related party transactions comply with relevant laws
Laws and regulations, articles of association and Xinjiang Daqo New Energy Co.Ltd(688303) related party transaction management system
According to relevant regulations, there is no situation that damages the interests of shareholders of the company, especially minority shareholders. These connected transactions will not
The independence of the company will have an adverse impact, and the company’s main business will not form a basis for related parties due to such transactions
Lai. The members present at the meeting unanimously agreed to pass the bill.
The estimated matters of the daily connected transactions still need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
(II) forecast of daily connected transactions
The company and its subsidiaries are expected to cooperate with Daquan Group Co., Ltd. (hereinafter referred to as “Daquan Group”) in 2022
The total amount of related party transactions related to daily operation of the company and its subsidiaries shall not exceed RMB 850 million,
The details are as follows:
Unit: 10000 yuan
Estimated before January 1, 2022
The proportion of daily related transactions in similar industries from 2022 to February 8, 2022 between the current estimated amount of similar industries and the estimated amount of related parties in the above transaction category, the difference between the annual actual amount of the cumulative inter annual financial proportion of daily and related parties (%) and the transaction amount that has occurred (%) Reason for large difference
Purchase the equipment and electricity of Daquan Group in Baotou, Inner Mongolia and its subsidiary 85000.00 15.83 2.93 32321.98 8.66 City, put into construction, Gas spare parts company and the project scale is large, so the purchase of spare parts needs to be increased
Total 85000.00 15.83 2.93 32321.98 8.66/
Note: the actual amount within the previous estimated range and the related amount from January 1, 2022 to February 8, 2022
The accumulated transaction amounts of the parties are tax exclusive and unaudited.
(III) forecast and implementation of previous daily connected transactions
Unit: 10000 yuan
Estimated amount and actual amount of daily related party transactions
Previous estimated amount and actual amount of related parties
The reasons for the large difference between different amounts
Jingke Energy Co., Ltd
The sale of products to related parties is affected by the market environment
Limited company and its subsidiaries 270000.00 145750.70
Product demand adjustment
department
The main reason for the difference between the purchase of electrical equipment and Daquan Group Co., Ltd. 40200.00 32321.98 is value-added
Tax of electrical spare parts company and its subsidiaries
Total 310200 178072.68/
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Basic information of related parties
Enterprise name Daquan Group Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Xu Guangfu
The registered capital is 249024800 yuan
Date of establishment: January 18, 2000
Address: No. 66 Daquan Road, Xinba Town, Yangzhong City
Main office location: No. 66 Daquan Road, Xinba Town, Yangzhong City
The manufacture, processing and export of switchgear, bus duct, junction bridge, electrical components and industrial and mining energy-saving lamps produced by the enterprise; Manufacturing and processing of enclosed bus, high and low voltage complete sets of electrical equipment and environmental protection equipment; Develop and produce power equipment, intelligent electrical appliances, electronic instruments and electrical engineering; Means of industrial production (excluding precious metals), building materials, auto parts, hardware, business scope, electricity, chemical products (excluding dangerous chemicals), daily necessities, wholesale and retail; Processing and manufacturing of metal packaging products and wood products; Software and information technology development, transfer and consulting services; Engineering technology R & D, transfer and consulting services; Construction Engineering, electromechanical engineering design and consulting services; The raw and auxiliary materials, mechanical equipment, instruments and accessories required for production and scientific research of the enterprise are imported.
Accommodation and catering services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Xu Guangfu holds 39.0000%
Xu Xiang holds 18.5522% of the shares holding more than 5%
Donggefei holds 10.8942%
Shi Dafeng 5.4471%
2. Financial data of related parties in 2021 (Unaudited)
Unit: 10000 yuan
Total assets 3539636
Net assets 2504517
Operating income 2388077
Net profit 654698
(II) relationship with the company
The actual controllers of the company, Mr. Xu Guangfu and Mr. Xu Xiang, hold 39.00% and 18.55% of the equity of Daquan Group respectively, and the director of the company, Mr. Shi Dafeng, holds 5.45% of the equity of Daquan Group. Mr. Xu Guangfu, the chairman of the company, served as the chairman of Daquan Group, Xu Xiang, the director of the company, served as the vice chairman and general manager of Daquan Group, and Mr. Shi Dafeng, the director of the company, served as the director of Daquan Group.
(III) performance capability analysis
The above related parties exist in accordance with the law and operate normally. The previous similar related party transactions were well executed and have good performance and payment capacity. The company will sign contracts or agreements with Daquan Group and its subsidiaries on the above transactions and implement them in strict accordance with the agreement.
3、 Main contents of daily connected transactions
(I) main contents of related party transactions
The expected related party transactions of the company are mainly the procurement of electrical equipment and electrical spare parts from related parties. The transaction price follows the principle of fair pricing and is determined through negotiation according to the requirements of specific contracts or agreements and in combination with the market price. (II) signing of related party transaction agreement
After the estimated amount of daily related party transactions is reviewed and approved by the board of directors and the general meeting of shareholders, the company will sign specific transaction contracts or agreements with relevant related parties according to the business development.
4、 Purpose and impact of daily connected transactions on the company
(I) necessity of related party transactions
Daquan Group is one of the leading enterprises in China’s electrical industry. It is a well-known supplier of electrical equipment and system integration in the industry. The company’s construction of polysilicon production line has a great demand for electrical equipment. It is necessary for the company to purchase electrical equipment and spare parts from Daquan Group and its subordinate enterprises, including switchgear, transformer, substation AC / DC system and so on. The company has a long-term and good cooperative relationship with the above related parties. Under the condition of the stable development of the company’s production and operation, the related party transactions with the above related parties will continue to exist within a certain period of time, which is in line with the interests of the company and shareholders.
(II) fairness and rationality of pricing of related party transactions
This related party transaction follows the market pricing principle of independent third-party transactions, does not damage the interests of the company and shareholders, especially small and medium-sized shareholders, and will not have an adverse impact on the operation of the company.
(III) continuity of related party transactions
The above related parties have good performance ability and industry influence, which is conducive to the continuous development of the company’s normal business
