Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Xinjiang Zhongtai Chenical Co.Ltd(002092)
Verification opinions on the prediction of daily connected transactions in 2022
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “independent financial consultant”) is an independent financial consultant for the sale of major assets of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as “002092}” or “company”) in 2021, In accordance with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the company has carefully verified the expected events of daily connected transactions in 2022. The verification results and verification opinions are hereby published as follows:
1、 Basic information of related party transactions
(I) overview of related party transactions
According to the production and operation needs of the company and its subsidiaries, the daily related party transactions with related parties in 2022, such as purchasing raw materials, products and commodities, selling products and commodities, receiving labor services, providing labor services and renting real estate, have been predicted, and have been deliberated and adopted by the 35th session of the seventh board of directors held on February 16, 2022. When deliberating the proposal, Related directors Bian Deyun, parhatti maitiming, Li Liangfu and Yu Yajing abstained from voting on relevant proposals, and all other directors agreed. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the daily related party transactions in 2022 are expected to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation. (II) estimated category and amount of daily connected transactions
Related party transactions of related party transactions are expected to be in 2022 and 2021
Related party transaction category related party main content pricing principle amount actual amount (10000 yuan) (10000 yuan)
Purchase spare parts and chemical products of Xinjiang Zhongtai (Group) Co., Ltd. from related parties
Materials, products, commodity liability company and its subsidiaries, limestone, raw materials with a market price of 200000 108690.52, etc
Supply and sell spare parts and chemical products of Xinjiang Zhongtai (Group) Co., Ltd. to related parties
The market price of products sold, commodity liability companies and their subsidiaries’ products and oil products is 110000 64102.96
Provide transportation services and information of Xinjiang Zhongtai (Group) Co., Ltd. to related parties at the market price of 20000 11183.17
Technical services of the company and its subsidiaries
department
Accept related parties to provide maintenance services and labor insurance of Xinjiang Zhongtai (Group) Co., Ltd
The market price of labor services, service liability companies and their subsidiaries is 50000 41652.66
Xinjiang Zhongtai (Group) Co., Ltd
The market price of real estate leased by the leasing business liability company and its subsidiaries is 1600 578.58
(III) actual occurrence of daily related party transactions in the previous year
Related party transactions actually occurred in 2021. The estimated actual amount of related party transactions in 2021 accounts for the proportion of similar amount and the estimated main content amount of the category (RMB 10000) (RMB 10000). The amount difference (%) (%)
Purchase Xinjiang Zhongtai (Group) spare parts and chemical products from related parties
12000.52 of its subsidiaries, raw materials and supplies 1080.42 of its subsidiaries
Mention Xinjiang Zhongtai (Group) to related parties
Spare parts, chemical industry
Products for sale, limited liability companies and 125000 64102.96 1.31 48.63 supplies, oil products, etc
Commodities and its subsidiaries
Mention Xinjiang Zhongtai (Group) to related parties
Transportation services and information
Limited liability company and 20000 11183.17 4.62 44.08 labor services, technical services, etc
Its subsidiaries
Accepted by: Xinjiang Zhongtai (Group)
Maintenance service and labor protection
Labor services provided, limited liability companies and 50000 41652.66 9.52 16.69 services, etc
Serving its subsidiaries
Xinjiang Zhongtai (Group)
Leasing business Co., Ltd. and leased real estate 1300 578.58 1.86 55.49 and its subsidiaries
Published in China Securities Journal, securities times, Shanghai Securities News and cninfo http://www.cn.info.com.cn. The announcement on the disclosure date and index of Xinjiang Zhongtai Chenical Co.Ltd(002092) on the expected company’s daily connected transactions in 2021 (Announcement No. 2021-040) and the announcement on the newly added expected company’s daily connected transactions in 2021 (Announcement No. 2021-165).
The reason for the large difference between the estimated amount and the actual amount of the company’s daily related party transactions in 2021 is that the estimated amount of the company’s daily related party transactions is the actual upper limit of the company’s board of directors on the daily related party transactions for the possible business of both parties, including the expected amount of the signed contract There is a big difference between the situation when the contract has been signed and the expectation. It is estimated that the amount of supplementary agreement may be signed, and the amount of explanation (if applicable) that the contract has not been signed may be signed. The actual amount is determined according to the actual contract amount signed by both parties and the implementation progress, which has great uncertainty, resulting in a large difference between the actual amount and the expected amount.
The actual amount of daily connected transactions in 2021 is lower than the expected amount because the expected amount of daily connected transactions of the company is the upper limit of the possible business of both parties. The actual amount of daily connected transactions of the independent directors of the company is determined according to the actual contract amount signed by both parties and the implementation progress, There is great uncertainty between the actual occurrence and the expected amount, resulting in great difference between the actual amount and the expected amount. Description of the actual difference (if applicable) the amount of income does not exceed the expected amount, which is in line with the actual production and operation of the company and the needs of future development. The transaction is priced according to the market principle, fair and reasonable, does not harm the interests of the company and minority shareholders, and is conducive to the sustainable and steady development of the company.
2、 Basic information of related parties
(I) introduction to related parties
Company name: Xinjiang Zhongtai (Group) Co., Ltd
Date of establishment: July 6, 2012
Registered capital: 203602957384 yuan
Legal representative: Wang Hongxin
Registered address: room 1503, No. 1, Weitai South Road, Urumqi Economic and Technological Development Zone
Main business: investment in chemical industry, modern logistics, modern service industry, agricultural and sideline industries and animal husbandry, import and export of goods and technology; Asset management services, etc.
(II) the equity structure of related parties is as follows:
Name of shareholder contribution amount (10000 yuan) shareholding ratio (%)
State owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region 185396.999194 91.06
Department of finance of Xinjiang Uygur Autonomous Region 18205.95819 8.94
Total 203602.957384 100
As of September 30, 2021, Zhongtai group had total assets of 132686616700 yuan, total liabilities of 96802437400 yuan and net assets of 35884179200 yuan. From January to September, 2021, Zhongtai group realized operating income of 124023485100 yuan and net profit of 3460270800 yuan (the above data are Unaudited).
As of the date of issuance of this verification opinion, Zhongtai group is not a person subject to dishonesty.
(III) introduction to association relationship
Xinjiang Zhongtai International Supply Chain Management Co., Ltd. is a person acting in concert and holds 23.06% of the company’s shares in total. (IV) performance capability analysis
The above related parties exist in accordance with the law, operate stably and have the ability to perform the contract. The above related party transactions are necessary for the normal production and operation of the company.
3、 Main contents of related party transactions
(I) pricing policy and basis
The prices of the above connected transactions are determined according to the market fair price in accordance with the principles of openness, fairness and impartiality. (II) signing of related party transaction agreement
The related party transaction agreement shall be signed by the company and related parties according to the actual business conditions.
4、 Purpose of related party transactions and its impact on Listed Companies
The above business with related parties belongs to the normal business behavior of the company. It is a continuous and frequent related party transaction. The transaction price with related parties is determined according to the market fair price, and there is no behavior damaging the interests of the company and all shareholders. The company and the above affiliated enterprises are independent legal persons, operate independently and are independent in terms of assets, finance and personnel. This affiliated transaction will not have an adverse impact on the independence of the company.
5、 Opinions approved and expressed by independent directors in advance
(I) prior approval opinions of independent directors of the company
Xinjiang Zhongtai Chenical Co.Ltd(002092) and its subsidiaries predict that the procurement of raw materials, products, commodities, acceptance of labor services, services, provision of labor services, sales of products, commodities and rental of real estate from related parties in 2022 are based on the normal production and operation needs of the company. The company and its subsidiaries negotiate with them to determine the transaction price according to the transaction mode, transaction conditions and other factors, with reference to the pricing policy of the market price, and conduct the transaction according to the relevant contracts signed by both parties. The transaction price is fair and does not harm the interests of shareholders, especially small and medium-sized investors and the company. 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) the independent directors of the company expressed independent opinions on daily connected transactions
1. Procedural. On February 16, 2022, the company held the 35th session of the 7th board of directors, deliberated and approved the proposal on estimating the company’s daily related party transactions in 2022, and predicted the related party transactions with related parties in 2022, such as purchasing raw materials, products, commodities, receiving labor services, providing labor services, services, selling products, commodities, renting real estate, etc, When the board of directors of the company considers this connected transaction, the connected directors implement the principle of avoidance, and their voting procedures comply with the provisions of relevant laws and regulations. The matter still needs to be submitted to the 2021 annual general meeting of shareholders of the company 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 above related party transactions are conducted due to the normal production and operation needs of the company, and the transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”; Lease price of related party transactions between the company and Zhongtai group and its subsidiaries
