Zhongtai Securities Co.Ltd(600918)
About Shandong Fengyuan Chemical Co.Ltd(002805)
On increasing the amount of loans provided by controlling shareholders to the company and related party transactions
Verification opinions
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” or “sponsor”) as the sponsor of Shandong Fengyuan Chemical Co.Ltd(002805) (hereinafter referred to as ” Shandong Fengyuan Chemical Co.Ltd(002805) ” and “company”) non-public offering of A-Shares in 2020, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, the guidelines for self regulatory supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the stock listing rules of Shenzhen Stock Exchange (revised in 2022), Prudently checked Shandong Fengyuan Chemical Co.Ltd(002805) on the increase of the loan limit provided by the controlling shareholder to the company and related party transactions. The specific verification conditions and verification opinions are as follows:
1、 Overview of related party transactions
1. On May 11, 2021, the company held the 2020 annual general meeting of shareholders, deliberated and approved the proposal on loans and related party transactions provided by the controlling shareholder to the company, and agreed that Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, would provide loans with a total amount of no more than RMB 100 million to the company, with a loan term of 12 months, The interest rate is calculated with reference to the bank loan interest rate in the same period. The company can use it continuously and circularly within the validity period and the loan limit according to the actual operation. The independent directors expressed their prior approval opinions and independent opinions on this connected transaction.
2. On February 21, 2022, the company held the 14th meeting of the 5th board of directors, deliberated and adopted the proposal on increasing the loan limit and related party transactions provided by the controlling shareholder to the company. The voting was: 8 votes in favor, 0 votes against and 0 abstention. The related director Zhao Guanghui avoided voting and agreed with the controlling shareholder The actual controller, Mr. Zhao Guanghui, increased the loan limit of no more than RMB 100 million to the company, that is, the controlling shareholder of the company provided a total loan of no more than RMB 200 million to the company, and the interest rate was calculated with reference to the bank loan interest rate in the same period. The validity period is from the date of deliberation and approval by the third extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2021. The company can use it continuously and circularly within the validity period and the loan limit according to the actual operation. The independent directors gave their prior consent to this connected transaction
3. Mr. Zhao Guanghui is the controlling shareholder and actual controller of the company. According to the stock listing rules of Shenzhen Stock Exchange, this transaction constitutes a connected transaction.
4. The loan interest rate provided by the controlling shareholder for the company is calculated with reference to the bank loan interest rate in the same period, and there is no need for the company to provide guarantee, mortgage, pledge and other forms of guarantee. This connected transaction needs to be submitted to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation and approval, and Mr. Zhao Guanghui, a connected shareholder interested in the connected transaction, needs to avoid voting.
5. This related party transaction of the company does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, does not constitute a reorganization and listing, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Mr. Zhao Guanghui is the controlling shareholder and actual controller of the company. As of the date of issuance of this verification opinion, he holds 59617113 shares of the company, accounting for 33.51% of the total share capital of the company. He is an affiliated natural person specified in the stock listing rules of Shenzhen Stock Exchange.
Upon inquiry, Mr. Zhao Guanghui was not included in the dishonest executee.
3、 Main contents of transaction
Comprehensively considering the company’s recent capital needs, in order to support the company’s development, enhance the liquidity of the company’s funds and ensure the company’s business needs, Mr. Zhao Guanghui plans to increase the loan limit of no more than RMB 100 million to the company, that is, the controlling shareholder of the company provides a total loan of no more than RMB 200 million to the company, The interest rate is calculated with reference to the bank loan interest rate in the same period. The validity period is from the date of deliberation and approval by the third extraordinary general meeting of shareholders in 2022 to the date of holding the annual general meeting of shareholders in 2021. After the approval of the general meeting of shareholders, the board of directors authorizes the company to sign relevant loan agreements or relevant documents with Mr. Zhao Guanghui according to the actual operation, and use them continuously and circularly within the validity period and the loan limit.
This loan is the result of voluntary negotiation between both parties to the transaction, without any other additional costs, and without any form of guarantee such as guarantee, mortgage and pledge provided by the company.
4、 Pricing policy and basis of related party transactions
The pricing of this related party transaction is determined by both parties through negotiation, follows the principles of openness, fairness and impartiality, and the interest rate is calculated with reference to the bank loan interest rate in the same period. The pricing is fair and reasonable, and there is no damage to the interests of the company, shareholders, especially minority shareholders.
5、 Purpose of this connected transaction and its impact on the company
In view of the company’s recent capital demand, in order to support the development of the company, enhance the liquidity of the company’s funds and ensure the emergency needs of the company’s operation, Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, plans to enhance the liquidity of the company’s funds and support the development of the company by providing loans to the company.
The loan interest rate provided by Mr. Zhao Guanghui to the company is calculated with reference to the bank loan interest rate in the same period, which ensures the normal operation of the company’s funds, reflects the support of the controlling shareholder and the actual controller to the company, is conducive to promoting the healthy development of the company and is in line with the interests of the company and all shareholders.
6、 The total amount of various related party transactions with the related party from the beginning of the year to the disclosure date
As of the date of issuance of this verification opinion, the company’s loan balance from Mr. Zhao Guanghui was 39 million yuan.
On January 12, 2022, the company and Mr. Zhao Guanghui signed the Shandong Fengyuan Chemical Co.Ltd(002805) non public development bank A-share conditional share subscription agreement. The company plans to issue non-public shares, and the total amount of funds raised shall not exceed 940 million yuan. Among them, Mr. Zhao Guanghui, the controlling shareholder and actual controller of the company, promises that the subscription amount shall not be less than 30 million yuan and not more than 90 million yuan (including this amount), and the number of shares subscribed shall not exceed 2% of the issued shares of the company.
In addition to the above matters, the company has no other related party transactions with Mr. Zhao Guanghui.
7、 Prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors:
After carefully reviewing the materials submitted by the company on this related party transaction, we believe that the increase of loan limit and related party transaction from the controlling shareholder of the company to the company is the need of the company’s operation and business development, which is in line with the actual situation of the company, It has not violated the provisions of the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, and the articles of association. Meanwhile, the loan interest rate refers to the bank loan interest rate in the same period, and the pricing is fair and reasonable.
The transaction follows the principles of objectivity, fairness and fairness, is in line with the fundamental interests of the company, and does not damage the interests of the company, shareholders, especially minority shareholders. Since the lender of the company’s loan is the controlling shareholder of the company, this transaction constitutes a related party transaction. When the board of directors votes on relevant matters, related directors shall withdraw from voting.
In conclusion, we agree to submit the proposal on increasing the loan limit and related party transactions provided by the controlling shareholders to the company to the 14th meeting of the Fifth Board of directors for deliberation.
2. Independent opinion:
After verification, we believe that this connected transaction is in line with the actual situation of the company, and the purpose is to meet the needs of the company’s operation and business development. Meanwhile, the loan interest rate refers to the bank loan interest rate in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, is in line with the fundamental interests of the company, and does not damage the interests of the company, shareholders, especially minority shareholders. When the board of directors of the company considered this related party transaction, the related director Mr. Zhao Guanghui avoided voting, and the decision-making procedure was legal and effective, and in line with the provisions of relevant laws, regulations and the articles of association. Therefore, we agree to increase the amount of loans and related party transactions provided by the controlling shareholders to the company and submit them to the third extraordinary general meeting of shareholders of the company in 2022 for deliberation.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the increase of loan amount and related party transactions from the controlling shareholder of the company to the company is the needs of the company’s operation and business development, which is in line with the actual situation of the company. Meanwhile, the loan interest rate refers to the bank loan interest rate in the same period, and the pricing is fair and reasonable. The transaction follows the principles of objectivity, fairness and fairness, is in line with the fundamental interests of the company, and does not damage the interests of the company, shareholders, especially minority shareholders. The related party transaction has been deliberated and approved at the 14th meeting of the 5th board of directors of the company. The related directors avoided voting. The independent directors approved the related party transaction in advance and issued an independent opinion, which will be submitted to the general meeting of shareholders for deliberation, This connected transaction complies with the measures for the administration of securities issuance and listing recommendation business, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 13 – recommendation business, Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 1 – standardized operation of main board listed companies, Shenzhen Stock Exchange Stock Listing Rules (revised in 2022) and the articles of association And other relevant regulations.
To sum up, the recommendation institution has no objection to the company’s decision to increase the amount of loans provided by the controlling shareholder to the company and related party transactions.
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(there is no text on this page, which is the signature page of Zhongtai Securities Co.Ltd(600918) verification opinions on Shandong Fengyuan Chemical Co.Ltd(002805) increasing the loan limit and related party transactions provided by the controlling shareholder to the company) the sponsor representative:
Chen Chunfang cangyong
Zhongtai Securities Co.Ltd(600918) mm / DD / yy
