Citic Securities Company Limited(600030) about
Eternal Asia Supply Chain Management Ltd(002183)
Verification opinions on the prediction of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) is the sponsor of Eternal Asia Supply Chain Management Ltd(002183) (hereinafter referred to as ” Eternal Asia Supply Chain Management Ltd(002183) ” and “company”) non-public offering of A-Shares (hereinafter referred to as “non-public offering”), In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions, the expected matters of daily connected transactions in Eternal Asia Supply Chain Management Ltd(002183) 2022 were verified, and the following verification opinions were issued:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Due to the needs of business development, the company and its subsidiaries intend to have daily business transactions with the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. (hereinafter referred to as “Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) “) in 2022. It is estimated that the total amount of connected transactions will not exceed RMB 700 million. The specific business mode and transaction amount shall be subject to the contract.
At the 60th meeting of the 6th board of directors held on February 23, 2022, the company finally deliberated and adopted the proposal on the estimation of daily connected transaction quota of the company and its subsidiaries and affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd. in 2022 by 6 votes in favor, 0 votes against and 0 abstentions.
The independent directors of the company expressed their prior approval opinions and independent opinions on the daily related party transactions. This transaction is subject to the approval of the general meeting of shareholders, and the related parties interested in the related party transaction will waive their voting rights on the proposal at the general meeting of shareholders.
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. (II) estimated category and amount of daily connected transactions
As of disclosure
Related party transactions related party transactions within related party transactions occurred last year, and the estimated amount of related parties has occurred on the date of occurrence
Category capacity pricing principle amount
The purchase from the related party Shandong jiaoyunyi refers to the market price of 16.7457 million
(China Mobile 500 million yuan 1549.043 yuan for purchasing commodities, Asia Communications, home appliances, etc.) RMB 10000 yuan
Reference market price for sales of Shandong jiaoyunyi to related parties
Sale of goods Yatong (mobile tongge) 200 million yuan
(information, home appliances, etc.)
(III) actual occurrence of daily related party transactions in the previous year
Proportion of the difference between the actual amount of related party transactions and the estimated amount of related party capacity in the estimated amount of similar businesses (%) (%)
Purchase from related parties through Shandong transportation
(mobile communication 1549.043 billion yuan, less than 10%)
Purchase of goods Eternal Asia Supply Chain Management Ltd(002183) million yuan 92.25%
(information, home appliances, etc.)
The prediction of the annual daily connected transactions between the company and its affiliated companies is based on the preliminary judgment of the company’s actual needs and business development, which is difficult to achieve accurate prediction. The board of directors has certain differences between the actual occurrence of daily connected transactions and the actual occurrence, If there is a large difference between the company and the related party in 2021, it indicates that the actual total amount of the daily related party transactions of the associated company is lower than the expected total amount. Combined with the actual operation, the company follows the principle of avoiding unnecessary related party transactions and reducing the occurrence of related party transactions, so as to protect the interests of the company and minority shareholders.
The actual amount of daily related party transactions between the company and its affiliates in 2021 is lower than the expected amount, mainly because the expected amount of daily related party transactions is the upper limit of possible business between the company and its counterparties, The actual amount is determined according to the actual situation of daily related party transactions by independent directors according to the actual needs of both parties, the contract amount and the implementation progress. If it is inaccurate and there is a large difference from the expectation, it is qualitative. In 2021, the actual amount of unaudited related party transactions between the company and its affiliated companies did not exceed the expected amount, which was in line with the actual production and operation of the company.
All transactions are determined at fair prices and conditions in accordance with the principles of fairness and impartiality, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
2、 Related person introduction and relationship
1. Basic information of related parties
Company name: Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) Supply Chain Management Co., Ltd
Unified social credit Code: 91370125ma3q5lcr8j
Legal representative: Ma xuchuan
Registered capital: 100 million yuan
Date of establishment: July 8, 2019
Registered address: room 323, office building of headquarters economic center, No. 17, Huanghe street, Jibei Development Zone, Jiyang District, Jinan City, Shandong Province
Business scope: supply chain management services; Enterprise management consulting; Railway cargo transportation, road cargo transportation, water cargo transportation and air cargo transportation; Loading, unloading and handling; Warehousing services (excluding dangerous goods); Cargo transportation agency; China trade agency service; Property services; Document and archives storage, custody, digitization, consultation, evaluation, appraisal and sorting; Intelligent archives warehouse system integration; Computer software and hardware development; Design, production, agency and release of advertisements; Installation and maintenance of household appliances, household products, furniture, fitness equipment and kitchen and bathroom products; Wholesale, retail and online sales: jewelry, cosmetics, automobiles, agricultural and sideline products, mechanical equipment, computers, computer software and hardware and auxiliary equipment, communication equipment, electronic products, game consoles and accessories, food, food additives, dairy products, wine, chemical fertilizer, feed additives, iron ore, nickel ore, knitwear and textiles, clothing, shoes, hats, bags, leather goods Daily necessities, household appliances, digital products, family planning supplies, sanitary supplies, office supplies, sporting goods, toys, auto parts, motorcycle parts, clocks and watches, musical instruments, glasses, furniture, handicrafts (excluding ivory and its products), hardware products, plastic products, rubber products, chemical products (excluding dangerous chemicals), fire fighting equipment, building materials Medical devices, mineral products, metal materials, non-ferrous metals, mechanical and electrical products, petroleum coke, clean coal, coke, carbon and carbon products, asphalt (excluding hazardous chemicals), steel, wood, paper products, fuel oil, gold and silver products, general labor protection articles, feed and textile raw materials; Leasing of mechanical equipment, computers and cars; Import and export business and other projects that are not prohibited and do not require business license in accordance with laws, regulations, decisions of the State Council and other provisions. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Latest financial data
As of December 31, 2021, Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) had total assets of RMB 157.3648 million, net assets of RMB 108.1794 million, main business income of RMB 241.7906 million and net profit of RMB 8.4509 million.
3. Relationship with listed companies
Mr. Chen Weimin, vice chairman of the company, serves as the director of Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) . According to article 6.3.3 of the Listing Rules of Shenzhen Stock Exchange, Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) is an affiliated company of the company.
4. Performance capability analysis
The affiliated legal person was established in July 2019 by the company, Shandong Transportation Group Co., Ltd., Jiyang state owned investment holding group Co., Ltd. and Jinan Kunyi supply chain management partnership (limited partnership). Its main financial indicators and operation are good. At the same time, considering the shareholders of the affiliated company, it has strong performance ability.
3、 Main contents of related party transactions
In 2022, the company plans to entrust the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) to purchase goods, and the estimated transaction amount will not exceed 500 million yuan; In 2022, the company plans to sell goods to the affiliated company Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) with an estimated transaction amount of no more than 200 million yuan; In 2022, the total amount of daily related party transactions between the company and its subsidiaries and the related company shall not exceed RMB 700 million. The details shall be subject to the contract.
When the company and its subsidiaries have daily connected transactions with Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) , they negotiate and determine the transaction price at a fair and reasonable market price on the premise of complying with the provisions of relevant laws, regulations and normative documents, and sign relevant contracts according to the principles of fairness and fairness.
Within the scope of daily related party transactions approved by the board of directors and the general meeting of shareholders of the company, the company and related companies sign corresponding cooperation contracts on different businesses respectively.
4、 Purpose of related party transactions and its impact on Listed Companies
Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) is a supply chain business service platform company jointly established by the company, Shandong Transportation Group Co., Ltd. and Jiyang state owned investment holding group Co., Ltd. under the guidance of the national policy of actively promoting the innovation and application of supply chain. It provides a series of supply chain services by using the rich local industrial resources and combining the company’s supply chain advantages, Promote industrial transformation and upgrading. Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) has established close and stable cooperative relations with many local production-oriented enterprises to ensure high quality and high price of goods and help downstream customers of the company optimize the procurement process. Reduce the overall procurement cost, realize the procurement mode of direct procurement + supply chain, increase the stickiness of downstream customers to the company, and increase the service sector and business volume of the company.
This related party transaction is in line with the operation and development of the company. Both parties to the transaction follow the principles of equality, voluntariness, mutual benefit, fairness and fairness. The transaction price is determined by both parties through negotiation, and the related party transaction price is timely adjusted according to the changes of market price. There is no damage to the rights and interests of listed companies and shareholders. This related party transaction will not affect the independence of the company, nor will it form dependence on related parties due to the transaction.
5、 Decision making procedure
The guarantee has been adopted at the 60th meeting of the sixth board of directors and the 44th meeting of the sixth board of supervisors. The independent directors of the company have expressed their opinions, agreed to the company’s expectation of daily connected transactions with Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) in 2022, and agreed to submit the above guarantee to the general meeting of shareholders of the company for deliberation.
6、 Verification procedures and opinions of the recommendation institution
Citic Securities Company Limited(600030) performed the following verification procedures:
Reviewed the documents of the 60th meeting of the 6th board of directors and the 44th meeting of the 6th board of supervisors of the company; Consulted the industrial and commercial information and financial statements of Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) .
After verification, Citic Securities Company Limited(600030) believes that the expected daily related party transactions between the company and Shandong Jiaoyun Eternal Asia Supply Chain Management Ltd(002183) in 2022 meet the needs of the company’s development and normal business activities, and there is no behavior damaging the interests of the company, its non related shareholders and minority shareholders. The board of directors and the board of supervisors of the company have deliberated and approved the transaction, and the independent directors have issued clear consent opinions. The expected matters of the daily connected transactions in 2022 need to be submitted to the general meeting of shareholders of the company for deliberation. The sponsor has no objection to the company’s daily related party transactions in 2022.
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