Huatai United Securities Co., Ltd
Verification opinions on Jiangsu Eastern Shenghong Co.Ltd(000301) confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “independent financial adviser”) is the independent financial adviser for the major asset restructuring of Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as ” Jiangsu Eastern Shenghong Co.Ltd(000301) ” or “company” or “listed company”) in 2021, In accordance with the provisions of relevant laws and regulations such as the measures for the administration of major asset restructuring of listed companies and the measures for the administration of financial advisory business of mergers and acquisitions of listed companies, the actual occurrence of the company’s daily connected transactions in 2021 and the expected events of daily connected transactions in 2022 have been carefully checked. The verification results and opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions in 2022
1. Jiangsu Eastern Shenghong Co.Ltd(000301) due to the needs of production and operation, it is estimated that in 2022, the actual controller of the company and its controlled enterprise Shenghong Group Co., Ltd. (hereinafter referred to as “Shenghong group”) and its subordinate printing and dyeing enterprises, Shenghong Petrochemical Group Co., Ltd. (hereinafter referred to as “Petrochemical Group”), Jiangsu Lianyungang Port Co.Ltd(601008) Rongtai chemical storage Co., Ltd. (hereinafter referred to as “Rongtai storage”) Jiangsu Lianyungang Port Co.Ltd(601008) xinrongtai wharf Co., Ltd. (hereinafter referred to as “xinrongtai wharf”), Jiangsu Lianyungang Port Co.Ltd(601008) Hongyang port storage and Transportation Co., Ltd. (hereinafter referred to as “Hongyang port”), Jiangsu Lianyungang Port Co.Ltd(601008) Guanghong Industry Co., Ltd. (hereinafter referred to as “Guanghong industry”) and other daily related transactions totaling 815045100 yuan; The daily related party transactions with Suzhou Suzhen Thermal Power Co., Ltd. (hereinafter referred to as “Suzhen thermal power”) and Jiangsu Lianyungang Port Co.Ltd(601008) Hongyang Thermal Power Co., Ltd. (hereinafter referred to as “Hongyang thermal power”) controlled by the relatives of the actual controller totaled 6581847 million yuan.
2. On February 28, 2022, the company held the 44th meeting of the 8th board of directors by means of communication voting, deliberated and adopted the proposal on confirming the daily connected transactions in 2021 and the daily connected transactions expected in 2022. Mr. Miao Hagen, a related director, withdrew from the vote, and all non related directors unanimously passed the proposal. The independent directors of the company approved the matter in advance and expressed their independent opinions.
3. This related party transaction must be approved by the general meeting of shareholders. The related shareholders interested in the related party transaction, Jiangsu Shenghong Technology Co., Ltd., Shenghong (Suzhou) Group Co., Ltd., Shenghong Petrochemical Group Co., Ltd., Jiangsu Lianyungang Port Co.Ltd(601008) Bohong Industrial Co., Ltd., Zhu Hongmei, Zhu Hongjuan and Zhu Minjuan, will abstain from voting on the proposal.
(II) category and amount of daily connected transactions in 2022
Unit: RMB 10000
As of the disclosure date of related party transactions in 2021, the amount of content price principle or estimated amount of related parties after retroactive restructuring has occurred (the amount not incurred has been audited) (Unaudited)
Steam, industrial
Suzhen thermal power water and desalting government guidance price, 408.00 16.59 204.09 marketization principle of water and sludge
Reason, etc
Steam, secondary government guidance price
Hongyang thermoelectric desalted water and desalted water market principle 651907608762068524023 brine, etc
Subtotal 652315608778658544432 electricity to related parties, reduction of government guidance price
Purchase fuel, Shenghong group air and other market-oriented principles 1001000, 545.68, 906298 and unloading at power terminals
Market oriented principle of spare parts for xinrongtai wharf 1147700 112.59808015, etc
Rongtai warehousing and spare parts marketization principle 3971300 434.861961214 spare parts, etc
Market oriented principle of ship unloading at Hongyang port 124600 0.00 0.00
Subtotal 6244 Sinolink Securities Co.Ltd(600109) 3133675527
Marketing principle of low temperature hot water of Hongyang thermoelectric 586910 0.00 0.00 to related parties, etc
Subtotal of sales volume 586910 0.00 0.00
Products, commodities Shenghong group and
And its subordinate printing and dyeing steam, industrial government guidance price, 690000 407.59548412 enterprise water and other market-oriented principles
As of the disclosure date of related party transactions in 2021, the amount of content price principle or estimated amount of related parties after retroactive restructuring has occurred (the amount not incurred has been audited) (Unaudited)
Power and production
Petrochemical Group, domestic water
Rongtai storage, sewage treatment
Xinrong TAIMA nitrogen and physical marketization principle 837811 147.69415969 head, Guanghong real capital and purification
Industrial air, non purified
Wind, etc
Subtotal 1527811 555.28964381
Transformer and
Shenghong group’s supporting facilities are attached to the principle of marketization 150000 87.45147051 to related parties
Provide leasing for Rongtai storage, house, etc. of Sinopec Group
In order to rent Xinrong TAIMA, the principle of market-oriented leasing is 320.00 (21.46 262.26 square meters) and guanghongshi
trade
Subtotal 182000 108.91173277
Principle of marketization of house leasing from related party Zhu Hongmei 5.40 3.60 21.60 leasing (public)
Subtotal of 195500 0.00 0.00 (lessee) of the company as chengguanghong industrial house leasing marketization principle
1,960.40 3.60 21.60
(note) the above amounts are tax exclusive.
(III) forecast and actual occurrence of daily connected transactions in 2021
In 2021, the company and its subsidiaries had daily related transactions with Shenghong group and its subordinate printing and dyeing enterprises, petrochemical group, Rongtai storage, xinrongtai wharf and enterprises controlled by relatives of the actual controller, such as Suzhen thermoelectric and Hongyang thermoelectric, mainly including purchasing fuel and power, selling products, leasing or providing leasing, etc. The 23rd Meeting of the eighth board of directors and the second extraordinary general meeting of shareholders in 2021 considered and approved the proposal on the expected daily connected transactions in 2021, and the connected directors and connected shareholders avoided voting. For details, the company published in the securities times, China Securities Journal, Shanghai Securities News, securities daily and cninfo.com on March 30, 2021（ http://www.cn.info.com.cn. ）Announcement on expected daily connected transactions in 2021 (Announcement No.: 2021031) disclosed on.
At the end of 2021, the company completed the transfer of 100% equity of Jiangsu silbang Petrochemical Co., Ltd. (hereinafter referred to as “silbang”), the subject asset of major asset restructuring. This restructuring constitutes a business merger under the same control. Therefore, the company included the above-mentioned silbang into the scope of consolidated statements and retroactively adjusted the beginning of the period when preparing the consolidated statements of 2021, The above retroactive adjustment of some related party transactions is not expected in 2021.
1. The expected and actual occurrence of the company’s daily related party transactions in 2021 before the retrospective of this major asset restructuring
Before the retroactive of this major asset restructuring, the expected and actual occurrence of the company’s daily related party transactions in 2021 are as follows:
Unit: RMB 10000
In 2021, the actual related party transaction occurred, and the difference between the estimated amount and the estimated category amount occurred before the related party transaction content group retroactively (Unaudited) (%)
Suzhen thermoelectric steam and industrial water 204.09 903.00 – 77.40%
Hongyang thermoelectric steam Co., Ltd. 38120396110100 -37.61%
Subtotal 38324486200400 – 38.19%
Purchase fuel and gas from the related party caishenghong group power and compressed air 9062981000000 – 9.37%
Lishibang power and pipeline nitrogen 670209897300 – 25.31% gas, liquid nitrogen, etc
Unloading at xinrongtai wharf 4260661020800 -58.26%
Rongtai storage tank
