Zhongtian Guofu Securities Co., Ltd
About Tangrenshen Group Co.Ltd(002567)
Verification opinions on the prediction of daily connected transactions in 2022
Zhongtian Guofu Securities Co., Ltd. (hereinafter referred to as "Zhongtian Guofu securities" or "recommendation institution") as a recommendation institution for continuous supervision of Tangrenshen Group Co.Ltd(002567) (hereinafter referred to as " Tangrenshen Group Co.Ltd(002567) " or "company") non-public offering of shares, in accordance with the administrative measures for securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange The guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business, the guidelines for standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020) and other relevant provisions have carefully verified the expected events of daily connected transactions in Tangrenshen Group Co.Ltd(002567) 2022, and the verification opinions are as follows:
1、 Basic information of daily connected transactions
(i) Overview of related party transactions
1. According to the needs of production and operation, It is proposed to purchase products, commodities and accept labor services from Hunan Longxiang Construction Engineering Co., Ltd. (hereinafter referred to as "Hunan Longxiang") and its subsidiaries, because Hunan Longxiang is a related party of the company, Guangdong Hongtang investment partnership (limited partnership) (hereinafter referred to as "Hongtang investment") ）Therefore, the transactions between the company and its subsidiaries and Hunan Longxiang and its subsidiaries are related transactions. The amount of the above related transactions in 2022 is expected to be no more than 90 million yuan.
2. On December 14, 2021, the company held the 44th meeting of the eighth board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, which needs to be submitted to the general meeting of shareholders for deliberation. The investor of yinhongtang investment is Mr. Tao Yishan, director of the company Mr. Tao Ye (Mr. Tao Yishan is the actual controller of the company and Mr. Tao Ye is the concerted action of Mr. Tao Yishan), so Hunan Longxiang controlled by Hongtang investment is the related party of the company. This proposal involves related party transactions, and the related directors Mr. Tao Yishan and Mr. Tao Ye avoid voting; at the same time, in view of the fact that Mr. Sun Shuangsheng, the director of the company, has served as the executive of Hongtang investment in the past 12 months As a business partner, Mr. Sun Shuangsheng avoided voting.
（2） Category and amount of daily related party transactions expected in 2022
2022 estimated as of 2021
Related party transaction contract signing date: December 14, 2014
Pricing principle amount or estimated gold date of related party transactions of related parties, 2021
Amount of related party transactions
forehead
Purchase engineering and machinery from the related person Hunan Longxiang Construction Engineering Co., Ltd
Purchase process Co., Ltd. and its equipment, building materials and market price shall not exceed 117253.16
90000.00 for products, commodities and engineering services accepted by subordinate companies
Receiving labor services
Total not exceeding 117253.16
90,000.00
（3） Actual occurrence of daily related party transactions in 2021
Unit: 10000 yuan
Actual occurrence as of 2021
Related party transactions: proportion of contract signing amount and estimated disclosure date and related party date on December 14, 2021
Index of difference between amounts of related party transactions and amounts of similar industries
Business proportion (%)
forehead
Rent Chaling Longhua control house from related parties on April 2021 17 shares investment limited 200.06200 061.06%0.00%
Asset leasing company 2021-080
Purchasing worker
Mechanical process, April 2021 17. Purchase Hunan Longxiang construction equipment from related parties and build
Purchased products, no more than 2021-080 products of commercial equipment Engineering Co., Ltd., labor receiving company and its building materials, 117253.1646 82%2.29%
Accepted 120000.002021 06.22 labor service of the company
2021-119, etc
Total 117453.22120200.0643 62%2.29%-
2、 Introduction and relationship of related person Hunan Longxiang Construction Engineering Co., Ltd
(i) Basic information
1. Unified social credit Code: 91430181ma4lj4nx49
2. Type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
3. Legal representative: Zhao Peng
4. Registered capital: 50 million yuan
5. Date of establishment: April 10, 2017
6. Address: room 2501, phase III, wanbohui Mingdi, No. 489, middle Shaoshan Road, Yuhua District, Changsha
7. Business scope: Construction of housing construction projects, water conservancy and hydropower projects, highway signs, environmental protection engineering facilities, outdoor sports facilities, urban and road lighting projects, landscape and green space facilities; R & D and sales of permeable concrete; General contracting of municipal public works construction; Architectural decoration; Professional contracting of foundation and foundation engineering; Construction labor subcontracting; Professional contracting of fire fighting facilities; Installation services of building steel structure and prefabricated components; Landscaping engineering services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
（2） Financial data
As of September 30, 2021, the total assets were 127438803.26 yuan, the net assets were -3915420.76 yuan, the main business income from January to September 2021 was 329326984.12 yuan, and the net profit was -8454443.70 yuan (Unaudited).
（3） Association relationship
Hongtang investment holds 60% of the equity of Hunan Longxiang. Since the investors of Hongtang investment are Mr. Tao Yishan and Mr. Tao Ye, the directors of the company (of which Mr. Tao Yishan is the actual controller of the company and Mr. Tao Ye is the person acting in concert with Mr. Tao Yishan), Hunan Longxiang controlled by Hongtang investment is the related party of the company.
（4） Performance capability analysis
The above related parties are independent legal entities incorporated, existing and continuing to operate according to law, and have good performance ability. According to the inquiry on the directory of dishonest Executees on the website of the Supreme People's court, Hunan Longxiang Construction Engineering Co., Ltd. does not belong to the "dishonest Executees".
3、 Main contents of related party transactions
1. According to the actual needs of the project construction of the company and its subsidiaries, it is planned to purchase products, commodities and accept labor services from Hunan Longxiang.
Transaction content: the company and its subsidiaries intend to purchase products, commodities and receive labor services from Hunan Longxiang and its subsidiaries. The transaction agreement shall be signed by both parties within the expected amount according to the actual situation.
2. It is estimated that the amount of this related party transaction between the company and its subsidiaries and Hunan Longxiang and its subsidiaries from January 2022 to December 2022 will not exceed 90 million yuan.
3. Pricing policy and basis of transaction
The above connected transactions strictly comply with the relevant requirements of relevant national laws, regulations and normative documents. The transaction price shall be determined by both parties through negotiation on the premise of following the principle of market-oriented pricing, and the fair transaction price shall be determined based on the principles of fairness, fairness and openness.
4、 Transaction purpose and impact on the company
The above daily related party transactions are expected to purchase products, commodities and accept labor services from related parties according to the business development and actual needs of the company and subsidiaries, in accordance with the market pricing principle and fair principle. They are normal and necessary transactions, which are conducive to improving the construction speed and quality of the project and optimizing the project cost. Related party transactions comply with the provisions of relevant laws, regulations and systems. The transactions of both parties are conducted fairly and reasonably under the principle of market economy. Such transactions do not damage the interests of the company, subsidiaries and non related shareholders, and have no impact on the independence of the company and subsidiaries.
5、 Decision making procedures for performance
(i) Deliberations of the board of directors
On December 14, 2021, the company held the 44th meeting of the eighth board of directors, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, which needs to be submitted to the general meeting of shareholders for deliberation.
（2） Opinions of independent directors
1. Prior approval opinions of independent directors
The transactions between the company, subsidiaries and affiliated legal persons occur according to their business development and actual needs. Such transactions do not damage the interests of the company, subsidiaries and non affiliated shareholders, and have no impact on the independence of the company and subsidiaries. In conclusion, we agree to submit the proposal on the prediction of daily connected transactions in 2022 to the board of directors of the company for deliberation.
2. Opinions of independent directors
After verification, the independent directors believe that the transactions between the company, subsidiaries and related legal persons are normal and necessary transactions, such as purchasing products, commodities and receiving labor services from related parties in accordance with their business development and actual needs, market pricing principles and fair principles. Such transactions do not harm the interests of the company, its subsidiaries and non affiliated shareholders, and have no impact on the independence of the company and its subsidiaries. In conclusion, we agree to the proposal on the forecast of daily connected transactions in 2022.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that the transaction between the company, subsidiaries and affiliated legal persons is a normal and necessary transaction, which is considered and approved by the board of directors and needs to be submitted to the general meeting of shareholders for deliberation, according to its business development and actual needs, and in accordance with the market pricing principle and fair principle, The independent directors have issued the independent opinions approved and agreed in advance, and the relevant review procedures are legal and compliant.
In conclusion, the recommendation institution has no objection to the forecast of daily related party transactions in Tangrenshen Group Co.Ltd(002567) 2022.
(no text below)
(there is no text on this page, which is the signature and seal page of Zhongtian Guofu Securities Co., Ltd. on Tangrenshen Group Co.Ltd(002567) verification opinions on the forecast of daily connected transactions in 2022)
Signature of sponsor representative:
Zhang Jin Xiang Jun
Zhongtian Guofu Securities Co., Ltd. mm / DD / 2021
