Guotai Junan Securities Co.Ltd(601211)
About Changjiang Jinggong steel structure (Group) Co., Ltd
Verification opinions on daily related party transactions with wall Huang new materials Co., Ltd
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) ” or “sponsor”) is the sponsor of non-public offering of shares by Changjiang Jinggong steel structure (Group) Co., Ltd. (hereinafter referred to as ” Changjiang & Jinggong Steel Building(Group)Co.Ltd(600496) ” or “company”) in 2020, According to the measures for the administration of securities issuance and listing recommendation business and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the due diligence has been conducted on the daily related party transactions between Changjiang & Jinggong Steel Building(Group)Co.Ltd(600496) and wall Huang new material Co., Ltd., and this audit opinion has been issued. The specific verification conditions are as follows: I. overview of related party transactions
Wall Huang new material Co., Ltd. (hereinafter referred to as “wall Huang new material”) is mainly engaged in the design, production and installation of aluminum sector, curtain wall and other architectural decoration products. It has always provided the company with supporting supply of architectural decoration products. It is an important part of the company’s professional subcontracting integration business of steel structure and EPC and assembly business. In order to standardize the daily related party transactions between the company and its subordinate controlled enterprises and related parties, it is proposed to sign the 2022 product procurement and engineering business contracting agreement with wall Huang new materials, that is, the company and its subordinate controlled enterprises need to meet the needs of daily production and operation, In accordance with the principle of local market price of products, purchase aluminum veneers and other products from walling new materials and its subordinate controlled enterprises and subcontract engineering business. The purchased products shall not exceed 100 million yuan, and the engineering business subcontracting shall not exceed 200 million yuan. The total amount shall not exceed 300 million yuan (excluding tax). The agreement is valid for 2022.
Wall Huang new material is an enterprise controlled by Seiko Holdings Group Co., Ltd., the controlling shareholder of the company. Therefore, the signing of this Agreement constitutes a related party transaction. On March 3, 2022, the company held the second interim meeting of the eighth board of directors in 2022, which deliberated and adopted the proposal on daily connected transactions with wall Huang new materials Co., Ltd., and the connected directors Mr. Fang Chaoyang, Mr. Sun Guanfu, Mr. Qiu Jianhua, Mr. Sun Guojun and Mr. Chen Guodong withdrew. The independent directors of the company, Mr. Dai Wentao, Mr. Li Guoqiang and Mr. Zhao Ping, expressed their agreed opinions. This connected transaction has been deliberated and approved by the board of directors of the company and needs to be submitted to the general meeting of shareholders for deliberation. 2、 Basic information of related parties
1. Basic information
Company name: Wall Huang new material Co., Ltd
Registered capital: 111.8 million yuan
Legal representative: Sun Guojun
Registered address: Kexi Industrial Zone, Keqiao District, Shaoxing City, Zhejiang Province
Business scope: production of aluminum-plastic composite board, multilayer composite board (including multilayer composite insulation system products), coated board and aluminum veneer, sales of self-produced products, import and export of goods (except those prohibited by laws and administrative regulations).
2. Main business and financial indicators
As of September 30, 2021, the main financial indicators of wall Huang new material are as follows:
Category and amount of main financial indicators (100 million yuan)
Total assets 25.40
Net assets 7.46
Note: the above data has not been audited
3、 Main contents and pricing policies of related party transactions
1. Both parties of the transaction: the company and its controlled enterprises, and wall Huang new materials Co., Ltd. and its controlled enterprises
2. Transaction content: the company and its subordinate controlled enterprises purchase aluminum veneer and other products and subcontract engineering business from Wall Huang new materials Co., Ltd. and its subordinate controlled enterprises. The purchased products shall not exceed 100 million yuan, and the subcontracting of engineering business shall not exceed 200 million yuan, with a total amount of no more than 300 million yuan (excluding tax).
3. Pricing policy: the above related party transactions are the daily business activities of the company, based on the local market price of products. The transaction quantity of each party to the transaction is calculated according to the actual purchase quantity. The engineering business is settled according to the provisions of the contract signed separately for each project. In principle, it is settled by transfer, which can be negotiated separately according to the specific situation.
4. Effective time and term of the transaction: it will take effect after being approved by the competent authorities of both parties, and the term is 2022. 4、 Impact of this connected transaction on Listed Companies
The related party transactions between the company and its subsidiaries and wall Huang new materials and its subordinate controlled enterprises belong to the normal commercial transactions required for business development and meet the needs of the company’s daily business activities. The transaction pricing follows the principles of fairness, impartiality and openness, which will not damage the interests of the company and minority shareholders, and will not affect the independence of the company. 5、 Review procedures of related party transactions
(I) deliberation procedures of the board of directors
The proposal on daily related party transactions with wall Huang new materials Co., Ltd. was deliberated and adopted at the second extraordinary meeting of the eighth board of directors in 2022 on March 3, 2022, and the related directors Mr. Fang Chaoyang, Mr. Sun Guanfu, Mr. Qiu Jianhua, Mr. Sun Guojun and Mr. Chen Guodong withdrew.
(II) opinions of independent directors
The independent directors of the company, Mr. Dai Wentao, Mr. Li Guoqiang and Mr. Zhao Ping, approved the related party transaction in advance and expressed their agreed opinions afterwards. They believed that the above-mentioned decision-making procedures for related party transactions were in line with the provisions of the articles of association, were normal commercial transactions and met the needs of the company’s daily business activities. The transaction pricing follows the principles of fairness, impartiality and openness, and will not damage the interests of the company and minority shareholders. The company’s main business will not rely on related parties due to the above related party transactions and will not affect the independence of the company. 6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
On March 3, 2022, the company held the second interim meeting of the eighth board of directors in 2022, which deliberated and adopted the proposal on daily connected transactions with wall Huang new materials Co., Ltd., and the connected directors Mr. Fang Chaoyang, Mr. Sun Guanfu, Mr. Qiu Jianhua, Mr. Sun Guojun and Mr. Chen Guodong withdrew. The convening, convening and resolution procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association, and all independent directors of the company have expressed their independent opinions on the above related party transactions; The transaction still needs to be approved by the general meeting of shareholders. This connected transaction does not harm the interests of the listed company and other shareholders.
In conclusion, the recommendation institution has no objection to the company’s daily related party transactions.
