About Tianjin Jiuri New Materials Co.Ltd(688199)
Verification opinions on the expected daily connected transaction limit in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as a sponsor of Tianjin Jiuri New Materials Co.Ltd(688199) (hereinafter referred to as ” Tianjin Jiuri New Materials Co.Ltd(688199) ” and “company”) for initial public offering of shares and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange on the science and innovation board and the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the estimated amount of daily connected transactions in Tianjin Jiuri New Materials Co.Ltd(688199) 2022 has been carefully verified. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) estimated amount and category of daily connected transactions
Based on the company’s business development and daily production and operation needs, the company expects that the total amount of related transactions related to daily production and operation between the company and its subsidiaries and grandchildren within the scope of consolidated statements in 2022 and the related party Zhang Jia Jie Tourism Group Co.Ltd(000430) JIURUI Biotechnology Co., Ltd. (hereinafter referred to as “JIURUI biotechnology”) is 29.25 million yuan, as follows:
Unit: 10000 yuan
At the beginning of this year
Accounting for the original transaction with a large difference between the actual amount of the same category in the previous year to the disclosure date and the expected business ratio of the related party and the related person and the actual amount of the cash and trade category and the cumulative issued amount of the related person from the previous year
amount of money
Related to jiuruisheng 525.00 0.58% 0.00 0.00 0.00%-
People buy things
Subtotal of raw materials 525.00 0.58% 0.00 0.00 0.00%-
Related to jiuruisheng 2400.00 1.91% 0.00 0.00 0.00%-
Subtotal of goods and products sold by people
Commodity 2400.00 1.91% 0.00 0.00 0.00%-
Total – 2925.00 – 0.00 —
Note: the estimated amount of raw materials purchased from related parties is mainly the amount of pyrogallic acid related products to be purchased from JIURUI biology in 2022. It is estimated that the raw materials will be used as special photosensitizer for photoresist of the company’s new product; The estimated amount of products and commodities sold to related parties is mainly the amount of refined benzoic acid related products to be sold to JIURUI biology in 2022. The products are produced by Hunan Hongrun Chemical Technology Co., Ltd. (hereinafter referred to as “Hongrun chemical”) acquired and controlled by the company’s wholly-owned subsidiary Hunan Tianjin Jiuri New Materials Co.Ltd(688199) Materials Co., Ltd. (hereinafter referred to as “Hunan jiuri”) in 2021. The calculation base of the proportion of similar businesses in the above table is the unaudited data of the company in 2021.
(II) prediction and implementation of the previous daily connected transactions
The company has no expectation of the previous daily connected transactions.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Company name: Zhang Jia Jie Tourism Group Co.Ltd(000430) JIURUI Biotechnology Co., Ltd
Type: limited liability company (invested or controlled by natural person)
Legal representative: Zhao Guofeng
Registered capital: RMB 1232836000
Date of establishment: December 26, 2008
Address: Zhang Jia Jie Tourism Group Co.Ltd(000430) City Economic Development Zone C (Shexi village, yanghuping Town, Yongding District)
Main office location: Zhang Jia Jie Tourism Group Co.Ltd(000430) District C, Municipal Economic Development Zone (Shexi village, yanghuping Town, Yongding District)
Main business: cultivation, extraction, deep processing, trade and sales of gallnut, yellow ginger, tung oil, Fructus aurantii, Polygonum cuspidatum, Eucommia ulmoides, Magnolia officinalis, tea and other plants; Food additives: production, sales, import and export of edible tannic acid and propyl gallate; Production, sales, import and export of feed additive propyl gallate; Production and sales of organic fertilizer, organic-inorganic compound fertilizer and bio organic fertilizer, and technical consulting services for bio fertilizer products and use. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments). Actual controller: Zhao Guofeng
Main financial data of the latest fiscal year (Unaudited):
December 31, 2021
Total assets (yuan): 330630980.81
Net assets (yuan): 156142827.58
Year 2021
Operating income (yuan): 138351810.18
Net profit (yuan) -13627998.04
JIURUI biology is an enterprise actually controlled by the chairman of the company, Mr. Zhao Guofeng, who also serves as the chairman of JIURUI biology. According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, JIURUI biology is a related party of the company.
(III) performance capability analysis
The above-mentioned related parties continue to operate according to law and have good performance ability. The company and its subsidiaries and subsidiaries within the scope of consolidated statements will sign contracts or agreements with the above-mentioned related parties for the daily related party transactions expected to occur in 2022, and implement them in strict accordance with the agreement. The performance of the contract is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The daily related party transactions expected to occur between the company and related parties in 2022 are mainly the purchase of pyrogallic acid related products from related parties and the sale of refined benzoic acid related products to related parties by the company and its subsidiaries and subsidiaries within the scope of consolidated statements. The price of related party transactions will follow the principles of fairness and voluntariness and be determined according to the market price.
(II) signing of related party transaction agreement
After the estimated amount of daily related party transactions is considered and approved by the board of directors of the company, the company and its subsidiaries and subsidiaries within the scope of consolidated statements will sign specific transaction contracts or agreements with relevant related parties according to the business development.
4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The company and its subsidiaries and subsidiaries within the scope of consolidated statements intend to purchase pyrogallic acid related products from relevant related parties. Pyrogallic acid products are important raw materials for the production of photoresist special photosensitizer, which will provide a strong guarantee for the production of microelectronic photoresist special photosensitizer project of Dajing information chemicals (Xuzhou) Co., Ltd., the holding subsidiary of the company; The company and its subsidiaries and subsidiaries within the scope of consolidated statements intend to sell refined benzoic acid related products to relevant related parties, which are the main products of Hongrun chemical, which was acquired and controlled by Hunan jiuri, a wholly-owned subsidiary of the company in 2021.
The company has strong R & D capacity and production capacity, and there is a collaborative and complementary relationship with relevant related parties in the industrial chain. The daily related party transactions between the company and relevant related parties meet the objective needs of the company’s normal production and operation.
(II) fairness and rationality of related party transactions
Related party transactions between the company and related parties will follow the principle of consensus and fair transaction, and the transaction price will be determined according to the market price. These related party transactions belong to the normal business of the company and are conducive to the business development of the company. There is no behavior damaging the interests of the company and shareholders, especially minority shareholders. These related party transactions will not have an adverse impact on the financial status and operating results of the company.
(III) sustainability of related party transactions and its impact on the independence of listed companies
The daily related party transactions expected to occur between the company and relevant related parties in 2022 are the products purchased by relevant related parties from the company and subsidiaries and grandchildren within the scope of consolidated statements based on business needs, as well as the purchases from relevant related parties by the company and subsidiaries and grandchildren within the scope of consolidated statements based on business development and production and operation needs. These related party transactions will be carried out in a fair and On a voluntary basis, in accordance with the general market operating rules. The company maintains a relatively stable cooperative relationship with related parties. Under the stable development of the company’s production and operation, related party transactions with related parties will continue to exist. The company’s main business will not form dependence on relevant related parties and will not affect the independence of the company.
5、 Review procedures for the performance of daily connected transactions
The company held the 19th meeting of the 4th board of directors and the 16th meeting of the 4th board of supervisors on February 25, 2022, deliberated and adopted the proposal on the estimation of the amount of daily connected transactions in 2022. The total estimated amount of daily connected transactions is 29.25 million yuan, Among them, the related party transaction amount of purchasing raw materials from related parties is 5.25 million yuan, and the related party transaction amount of selling products and commodities to related parties is 24 million yuan. When the board of directors of the company considered the proposal, the related directors Mr. Zhao Guofeng and Ms. Wang Lixin avoided voting, and the non related directors attending the meeting unanimously agreed to the proposal.
The independent directors of the company have previously approved and expressed independent opinions on the expected amount of daily connected transactions of the company in 2022.
The amount involved in this related party transaction is 29.25 million yuan. According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the articles of Association (hereinafter referred to as the articles of association), the proposal on the estimated amount of daily related party transactions in 2022 does not need to be submitted to the general meeting of shareholders for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that: Tianjin Jiuri New Materials Co.Ltd(688199) the estimated amount of daily related party transactions in 2022 has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have issued their prior approval opinions and clearly agreed independent opinions, and the estimated amount of daily related party transactions on the next day does not need to be submitted to the general meeting of shareholders for deliberation, Comply with relevant laws and regulations such as the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and the provisions of the articles of Association; The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, will not have a material impact on the independence of the company’s main business, and will not damage the interests of the company and all shareholders, especially minority shareholders.
To sum up, the recommendation institution has no objection to the estimated amount of daily connected transactions in Tianjin Jiuri New Materials Co.Ltd(688199) 2022. (no text below)
