Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Korla Zhongtai Textile Technology Co., Ltd
Provide financial support to alar Zhongtai Textile Technology Co., Ltd
Verification opinions on related party transactions
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "recommendation institution") is a recommendation institution for continuous supervision of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as " Xinjiang Zhongtai Chenical Co.Ltd(002092) " or "company") non-public offering of shares in 2021, In accordance with the requirements of relevant laws and regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange (revised in 2022), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, The financial support provided by Korla Zhongtai Textile Technology Co., Ltd. to alar Zhongtai Textile Technology Co., Ltd. has been carefully verified. The verification results and verification opinions are as follows:
1、 Overview of financial assistance and related party transactions
Korla Zhongtai Textile Technology Co., Ltd. (hereinafter referred to as Korla Zhongtai textile), a holding subsidiary of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as "the company"), holds 54.93% of the equity of alar Zhongtai Textile Technology Co., Ltd. (hereinafter referred to as "alar Zhongtai textile") and is its controlling shareholder. In order to ensure the daily operation of zhongzhunle textile, zhongzhunle textile is proposed to provide financial support of 1312 million yuan to zhongzhunle textile according to the daily operation interest rate of zhongzhunle textile. The funds are mainly used for the turnover needs of Aral China Thailand textile production and operation, and financial assistance will be provided to Aral China Thailand textile according to its actual production and operation.
The above matters have been deliberated and approved by the 35th session of the 7th board of directors held on February 16, 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.
2、 Basic information of recipients of financial assistance and obligations of other shareholders
(I) basic information
Enterprise name: Alar Zhongtai Textile Technology Co., Ltd
Date of establishment: September 2, 2015
Registered capital: 436.89 million yuan
Legal representative: Gong Zheng
Registered address: No. 755, east of Weier Road, No. 2 Industrial Park, alar, Xinjiang
Main business: production and sales of viscose fiber and differentiated fiber, etc.
Main financial status: as of December 31, 2021, the total assets were 6088834500 yuan, the total liabilities were 4573769700 yuan, the net assets were 1515064800 yuan, and the asset liability ratio was 75.12%. (the above data has been audited)
(II) equity structure of alar Zhongtai Textile Technology Co., Ltd
Name of shareholder contribution amount (10000 yuan) equity ratio (%)
Korla Zhongtai Textile Technology Co., Ltd. 24000 54.93
New agricultural development industry investment management Co., Ltd. 6000 13.73
Xinjiang Zhongtai Capital Management Co., Ltd. 4000 9.16
Alar Jiguan Industrial Co., Ltd. 2689 6.15
Hangzhou Rongteng Investment Co., Ltd. 2500 5.72
Wang Xiaohua 2500 5.72
Xinjiang Taichang Industrial Co., Ltd. 2000 4.58
Total 43689 100.00
(III) other instructions
After verification, as of the date of issuance of this verification opinion, Aral Zhongtai textile is not a person subject to dishonesty.
(IV) obligations of other shareholders
Korla Zhongtai textile provided financial assistance to alar Zhongtai textile this time. Other shareholders of alar Zhongtai textile did not provide financial assistance to alar Zhongtai textile according to their shareholding ratio due to their actual operation or their own financial situation. In order to fulfill their shareholder obligations and prevent and control the risk of financial assistance, other shareholders of alar Zhongtai textile pledged their shares to the company.
3、 Basic information of related parties
(I) basic information
Company name: Xinjiang Zhongtai Capital Management Co., Ltd
Date of establishment: January 25, 2018
Registered capital: 40 million yuan
Legal representative: Gong Chunhua
Registered address: Floor 9, No. 39, Yangchenghu Road, Urumqi Economic and Technological Development Zone (Toutunhe District), Xinjiang
Main business: R & D and application of financial products; Investment adviser; Investment and asset management; Acquisition and disposal of creditor's rights; Debt collection service; Debt restructuring; Investment information consultation; Reorganization, M & A and project financing of enterprise assets; Financial advisor; Real estate investment.
(II) main financial data
Unit: 10000 yuan
End of 2020 / end of September 2021 in 2020 / January September 2021 (Unaudited (audited)
Total assets 157247.06 228630.65
Total liabilities 107579.23 195298.39
Net assets 49667.84 33332.26
Operating income 1414.24 250.18
Net profit 8064.27 -16335.57
(III) relationship with the company
Xinjiang Zhongtai Capital Management Co., Ltd. is a wholly-owned subsidiary of Zhongtai group, formerly known as Xinjiang Zhongtai high speed railway Asset Management Co., Ltd.
(IV) other instructions
As of the date of verification, the opinions issued by Thai capital are not in breach of trust.
4、 Main contents of related party transactions
No specific contract has been signed for the above related party transactions.
5、 Purpose and impact of related party transactions on the company
Based on the principles of mutual benefit, fairness, good faith and mutual assistance, Korla Zhongtai textile provides financial assistance to alar Zhongtai textile according to the actual situation, without damaging the interests of the company and all shareholders.
6、 As of the disclosure date, the total amount of various related party transactions with related parties has been accumulated
As of December 31, 2021, the total amount of related party transactions between the company and Zhongtai capital was 3441.85 yuan.
7、 Financial aid risk prevention and control measures
Korla Zhongtai textile provided financial assistance to alar Zhongtai textile without affecting its normal operation. Based on the production and operation needs of 2022, the funded object can implement effective business, fund management and risk control to ensure the safety of the company's funds. At the same time, other shareholders of alar Zhongtai textile pledged their shares to the company.
8、 Opinions of the board of directors
According to the production and operation needs of Aral Zhongtai textile and the company's capital situation, Korla Zhongtai textile provides financial assistance to Aral Zhongtai textile this time to ensure the production and operation needs of the funded objects. The funded object is Korla Zhongtai textile holding subsidiary, and other shareholders of alar Zhongtai textile pledge their shares to the company. The company has the ability to control the production, operation and management risks of the funded object. Therefore, the board of directors of the company believes that the risks of the above financial assistance are within the controllable range.
9、 Opinions approved and expressed by independent directors in advance
(I) prior approval opinions of independent directors
Korla Zhongtai Textile Technology Co., Ltd., the holding subsidiary of the company, provides financial assistance to its holding subsidiary alar Zhongtai Textile Technology Co., Ltd. according to the production and operation needs of alar Zhongtai textile, which constitutes a connected transaction and complies with the provisions of relevant laws and regulations, Other shareholders of alar Zhongtai Textile Technology Co., Ltd. pledged all their shares to the company. There is no situation that damages the interests of the company and all shareholders, especially non affiliated shareholders and minority shareholders. We agree to submit this matter to the 35th session of the seventh session of the board of directors of the company for deliberation, and the related directors shall perform the withdrawal voting procedure.
(II) opinions of independent directors
1. Procedural. On February 16, 2022, the company held the 35th session of the 7th board of directors, deliberated and passed the proposal on Korla Zhongtai Textile Technology Co., Ltd. providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd., without affecting its normal operation, Korla Zhongtai Textile Technology Co., Ltd. provided financial assistance to alar Zhongtai Textile Technology Co., Ltd., which promoted the production and operation of the funded objects. At the same time, other shareholders of alar Zhongtai Textile Technology Co., Ltd. pledged all their shares to the company without harming the interests of shareholders. This matter needs to be submitted to the general meeting of shareholders for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are conducted in accordance with the principle of "fairness, voluntariness and mutual benefit", which does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and minority shareholders. 10、 Accumulated amount of external financial assistance of the company
As of December 31, 2021, the company has provided 9416816264 yuan of financial assistance (financial assistance provided by the company to holding subsidiaries, including financial assistance between holding subsidiaries).
11、 Opinions of the sponsor
After verification, the sponsor believes that the financial assistance provided by Korla Zhongtai textile, the holding subsidiary of the company, to alar Zhongtai textile has been deliberated and approved at the 35th meeting of the seventh board of directors of the company, and the independent directors have approved the financial assistance in advance and expressed independent opinions. The above financial assistance needs to be approved by the general meeting of shareholders of the company. The procedures related to this related party guarantee comply with the requirements of the Shenzhen Stock Exchange Stock Listing Rules, the Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 - standardized operation of listed companies on the main board and other documents, as well as the provisions of the articles of association. The financial assistance is not expected to have an adverse impact on the normal operation and business development of the company. Dongfang investment bank has no objection to Xinjiang Zhongtai Chenical Co.Ltd(002092) the financial assistance.
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(there is no text on this page, which is the signature page of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the verification opinions of Korla Zhongtai Textile Technology Co., Ltd. on providing financial assistance and related party transactions to alar Zhongtai Textile Technology Co., Ltd.) recommendation representative:
Li Zheng, Cui Hongjun
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. February 16, 2022
