Orient Securities Company Limited(600958) underwriting sponsor 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
Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “independent financial consultant”) as the independent financial consultant for the major asset restructuring of Jiangsu Eastern Shenghong Co.Ltd(000301) (hereinafter referred to as ” Jiangsu Eastern Shenghong Co.Ltd(000301) ” or “the 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 implementation of the company’s daily connected transactions in 2021 and the expected events of daily connected transactions in 2022 have been verified. The verification results and verification opinions are hereby published 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: 10000 yuan
As of the disclosure date of the contract signing, the amount of re related party transactions, related party transactions, related party transactions, fixed amount or pre amount group of related party transactions has been calculated according to the category content price principle (Unaudited) and the amount incurred (Unaudited) in 2021
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 to related parties 652315608778658544432
Purchase of fuel, market-oriented principles such as Shenghong group power, compressed government guidance price, 1001000, 545.68, 906298, power and other air
Dock unloading
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
Hongyang thermal power low temperature hot water market principle 586910 0.00 0.00, etc
Subtotal 586910 0.00 0.00
Shenghong group and steam industry government guidance price
Its subordinate printing and dyeing water and other market-oriented principles 690000 407.59548412 to affiliated enterprises
Sales power and production
Commodity, 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
Lease from the related party Zhu Hongmei house lease marketization principle 5.40 3.60 21.60 (gongguanghong industrial house lease marketization principle 195500 0.00 0.00 company as a commitment)
Subtotal (lessor): 196040 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 party 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. 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: 10000 yuan
The difference (%) between the amount of 2021 and the estimated amount of the estimated amount category occurred before the retroactive of the content group of related party transactions of related parties (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 use, 529392761400 – 30.47% storage, etc
Subtotal 25319653679500 – 31.19%
Shenghong group and steam and industrial water
Its subordinate printing and dyeing enterprises accounted for 548412, 564000 – 2.76%
Sell the water for production and domestic use of sierbang, Shishang products, Shanghua group and Rong to related parties
Pintai storage, Xindian, sewage treatment 626805860780 – 27.18% Rongtai wharf, etc
Small
