Verification opinions of Guodu Securities Co., Ltd. on the estimated amount of daily connected transactions in Inner Mongolia Dazhong Mining Co.Ltd(001203) 2022
In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the self regulatory guidelines for 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, Guodu Securities Co., Ltd. (hereinafter referred to as "Guodu securities" or "sponsor") as the sponsor of Inner Mongolia Dazhong Mining Co.Ltd(001203) (hereinafter referred to as " Inner Mongolia Dazhong Mining Co.Ltd(001203) " or "company") publicly issuing convertible corporate bonds, has carefully and prudently verified the estimated amount of the company's daily related party transactions. The details of the verification are as follows: 1 Basic information of daily connected transactions 1 (I) daily connected transactions
According to the needs of business development, production and operation, the total amount of daily related party transactions between the company and its related party Inner Mongolia Jinhui rare ore Co., Ltd. (hereinafter referred to as "Jinhui rare ore") is expected to be no more than 84 million yuan in 2022, accounting for 1.68% of the company's latest audited net assets attributable to shareholders of listed companies. In 2021, the actual total amount of similar transactions between the company and the related party was 678671 million yuan.
Because the affiliated directors Niu Guofeng, Liang Baodong and Lin Lairong avoided voting on the proposal, and the number of unrelated directors attending the board of directors was less than three, the proposal was directly submitted to the general meeting of shareholders for deliberation. At that time, the affiliated shareholders need to avoid voting. This connected transaction was deliberated and adopted at the 6th meeting of the 5th board of supervisors of the company.
The independent directors of the company conducted prior review on the related party transactions and issued independent opinions approved and agreed in advance. (II) estimated amount and category of daily connected transactions
(1) In 2022, it is expected that the related party transactions of purchasing commodities and raw materials from the related party Jinhui thin mine will occur, and the total amount of related party transactions is expected to be no more than 80 million yuan, mainly including the following contents:
Guan Zhipi
The joint disclosure date has been issued last year
Estimated amount of cross-linked related party transactions (10000 yuan)
Turnover (ten thousand)
Class (yuan)
other
Baking iron powder and steam to gold 80001676 3390.2
Guan Hui and other raw materials 0
1. According to the proposal and voting results deliberated at the 6th meeting of Inner Mongolia Dazhong Mining Co.Ltd(001203) the 5th board of supervisors and relevant opinions issued by independent directors.
Lianxi
Human mine
Gather
purchase
primary
material
Total 80001676 6619.0
nine
(2) In 2022, Jinhui rare earth mine provided power lines for the bentonite workshop of the company, which were used according to their respective requirements
After the amount of electricity is shared, Jinhui thin mine will collect and pay the electricity without earning the price difference. In 2022, Jinhui rare ore is expected to be
The electricity charges collected and paid by the company shall not exceed 4 million yuan.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence
Amount in actual amount of the same kind
Related party transaction related party transaction content actual estimated amount business proportion and estimated amount disclosure date and category amount (%) difference (%) index
Roasted iron powder and steam 339020 43.06
Jinhui rare ore and other raw materials 10000 -33.81
Bentonite and gelling agent 322889 25.43
Purchase raw materials, etc
Material: jinbayannur City
Feng Chemical Co., Ltd. montmorillonite and limestone 1103691 Ningbo Shuanglin Auto Parts Co.Ltd(300100) -15.10
Ren company
Subtotal 77227811300 -- 31.66
To the related person Bayannur City gold
Purchase of fuel peak Chemical Co., Ltd. coal 124.581000 1.66 -87.54
And power Ren company
Subtotal 124.581000 -- 87.54 none
Inner Mongolia Baotou Iron and Steel Co., Ltd
Yuantie Co., Ltd. iron concentrate powder 4122454300 1.87 -4.13
To affiliated companies
Sales of Alxa zuoqihe
Product and commodity Tongchi Salt Industry Co., Ltd. materials 4.60 - 18.25-
liability company
Subtotal 4127054300 --
Inner Mongolia Baotou Iron and Steel Co., Ltd
Disposal of desulfurized gypsum to the related party yuantie Co., Ltd. 14.64 - 100-
Labor service providing company
Subtotal 14.64-33.81
The board of directors of the company has made a large difference between the actual amount of some daily related transactions of the daily related companies in 2021 and the actual situation of the expected cash transactions and the expected amount, because the expected amount of daily related transactions of the company is the upper limit of the possible business if there is a large difference between the two parties, The actual amount is determined according to the actual contract amount signed by both parties (if applicable) and the implementation progress, with great uncertainty.
The independent directors of the company determine the daily related party transactions of the company in 2021 according to the actual contract amount signed by both parties and the actual occurrence and implementation progress of the related party transactions. The daily related party transactions in 2021 are expected to be the upper limit of the possible business in 2021 with great uncertainty. The actual transactions between the company and Ming (if applicable) related parties are priced according to the market principle, fair and reasonable, and there is no risk
It will damage the interests of the company and minority shareholders and is conducive to the sustainable and steady development of the company.
Bayannur Electric Power Bureau jointly provides power supply lines to the company and its related parties Bayannur Jinfeng Chemical Co., Ltd., Inner Mongolia Jinding new materials Co., Ltd. and Jinhui rare ore. after apportioning the electricity charges according to their respective usage, the company will collect and pay them. The company will only collect and pay on behalf of others without earning price difference. From January to December 2021, the amount of electricity charges collected and paid by the company for related parties was 28977024 yuan, 0 yuan and 167627691 yuan respectively. 2、 Basic information and relationship of related parties 2 (I) basic information of related parties
1. Basic information of Inner Mongolia Jinhui rare ore Co., Ltd
Company name: Inner Mongolia Jinhui rare ore Co., Ltd
Registered address: wulatqian banner Industrial Park, Bayannur City, Inner Mongolia Autonomous Region
Registered capital: 100 million yuan
Legal representative: Han Wenhua
Date of establishment: July 11, 2007
Main business: mining, processing and sales of lead-zinc ore, production and sales of sulfuric acid, production and sales of non-metallic mineral products, etc.
As of December 31, 2021, the total assets of Jinhui rare earth mine are 11612197 million yuan and the net assets are - 1776293 million yuan. From January to December 2021, Jinhui rare earth mine realized an operating revenue of 1336377 million yuan and a net profit of 851136 million yuan. (this financial data has not been audited) (II) relationship with the company
Jinhui thin ore is a subsidiary of Zhongxing group, the controlling shareholder of the company. The company and Jinhui thin ore belong to an enterprise controlled by the same controlling shareholder. Niu Guofeng, chairman of the company, and Liang Baodong, director of the company, served as directors of Zhongxing group, and Lin Lairong, director of the company, served as directors of Zhongxing group and Jinhui rare mine. Jinhui rare ore is related to the company. (III) performance capability analysis
Jinhui rare earth mine has been engaged in the production and sales of non-metallic mineral products for many years, with good operation and good performance ability. Based on the normal business needs, the company will continue to pay attention to its performance ability and avoid the risk of default. The proposal issued by Jinhui and the relevant opinions of the 5th meeting of the independent board of directors were not considered by the board of directors.
Executor. 3、 Main contents of daily related party transactions 3
1. Pricing policy and basis of transaction
The company expects to purchase roasted iron powder raw materials from Jinhui rare ore. The Pricing of the related party transaction contract will follow the principle of fairness and reasonableness, based on the fair market price, and will not deviate from the price or charging standard of an independent third party in principle. Neither party shall use the related party transaction to damage the interests of the other party.
2. Agreement signing
Within the scope of daily related party transactions approved by the general meeting of shareholders of the company, the company signed specific related party transaction contracts with Jinhui rare ore. 4、 Purpose of daily connected transactions and its impact on Listed Companies
The company's purchase of raw materials and commodities from Jinhui thin ore can effectively reduce the company's production cost. At the same time, it can take advantage of the advantages of being in the same place to speed up the market response speed and improve the product quality and service quality. The purchase behavior is based on business needs and belongs to normal commercial transactions. This day-to-day related party transaction belongs to normal production and operation transactions and will not affect the independence of the company. The main business of the company will not rely on related parties and will not affect the independence of the company. There is no behavior damaging the interests of the company and shareholders. 5、 Verification opinions of the recommendation institution
Guodu Securities Co., Ltd., as the sponsor of the company, checked the related party transactions of the company and held that:
1. The transaction was reviewed and approved by the board of supervisors of the company, and the independent directors issued their prior approval opinions and agreed independent opinions. Since the affiliated directors Niu Guofeng, Liang Baodong and Lin Lairong avoided voting on the proposal, and the number of unrelated directors attending the board of directors was less than three, the proposal was directly submitted to the general meeting of shareholders for deliberation. At that time, the affiliated shareholders need to avoid voting;
2. Except that it has not been deliberated by the general meeting of shareholders, this transaction has fulfilled the necessary internal decision-making procedures and complies with the relevant provisions of the articles of association, the stock listing rules of Shenzhen Stock Exchange and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board;
3. The company's daily related party transactions are expected to be necessary for the company's daily business activities, and no damage to the interests of the listed company and all shareholders and significant adverse impact on the independence of the listed company are found. 3 according to the proposal and voting results deliberated at the sixth meeting of Inner Mongolia Dazhong Mining Co.Ltd(001203) the Fifth Board of supervisors and the independent directors
