Citic Securities Company Limited(600030)
Verification opinions on Jiangsu Eastern Shenghong Co.Ltd(000301) confirmation of daily connected transactions in 2021 and expected daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “independent financial adviser”) as 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 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: I. 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, in 2021, the amount of related party transactions, the content of related party transactions, the signed amount of related party transactions and contracts has been restructured, and the category pricing principle or estimated amount (Unaudited) has been issued after retroactive issuance
(Unaudited)
Steam, industrial water, government guidance
Suzhen thermal power has the principles of demineralized water, sludge treatment price, marketization 408.00 16.59 204.09, etc
Government guidance on steam and secondary desalination
Hongyang thermoelectric water and demineralized water are equivalent and market-oriented 651907608762068524023
Subtotal 652315608778658544432
Provide government guidance to related parties on power and compressed air
Purchasing fuel: Shenghong group’s principle of equivalence, marketization 1001000 545.68906298 and power
Xinrongtai wharf ship unloading, spare parts marketization, original 1147700 112.59808015 spare parts, etc
Rongtai warehousing, spare parts marketization, original 3971300 434.86, 1961214, etc
The original 124600 0.00 0.00 ship unloading market of Hongyang port
Subtotal 6244 Sinolink Securities Co.Ltd(600109) 3133675527
Hongyang thermoelectric low temperature hot water and other market-oriented original 586910 0.00 0.00
Subtotal 586910 0.00 0.00
Shenghong group and government guidance
Selling products and enterprise principles to related parties and their subordinates for printing and dyeing steam and industrial water equivalence and marketization 690000 407.59548412
Commodity and other petrochemical groups, power, production and life
Market oriented raw materials of Rongtai storage, water and sewage Department
Xinrong taimaili, nitrogen and materials 837811 147.69415969, Guanghong real capital, purified air, non
Industrial purified air, etc
Subtotal 1527811 555.28964381
Shenghong group’s transformer and its distribution market-oriented original 150000, 87.45, 147051 to related parties and ancillary facilities
Provide leasing for Petrochemical Group
(the company is the source of Rongtai warehousing and marketization)
(the lessor) Xinrong TAIMA house, etc. is 320.00 21.46 262.26 head, guanghongshi
trade
As of the disclosure date, in 2021, the amount of related party transactions, the content of related party transactions, the signed amount of related party transactions and contracts has been restructured, and the category pricing principle or estimated amount (Unaudited) has been issued after retroactive issuance
(Unaudited)
Subtotal 182000 108.91173277
The original 5.40 3.60 21.60 lease from the related party Zhu Hongmei (the company)
Guanghong industrial house leasing marketization original 195500 0.00 0.00 as the lease principle
Subtotal 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 and Shenghong group and its subordinate printing and dyeing enterprises, the actual controller and controlled enterprise of the company
Enterprises, petrochemical group, Rongtai storage, xinrongtai wharf and enterprises controlled by relatives of the actual controller, Suzhen thermoelectric and Hongyang
Daily related party transactions such as thermal power mainly include 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 deliberated and adopted the
For the proposal on daily connected transactions in 2021, connected directors and connected shareholders abstained from voting. For details, see the company in 2021
On March 30, 2003, it was published in the securities times, China Securities News, Shanghai Securities News, securities daily and cninfo
（ http://www.cn.info.com.cn. ）Announcement on expected daily connected transactions in 2021 (public notice)
Report No.: 2021031).
Jiangsu silbang Petrochemical Co., Ltd. (hereinafter referred to as “Jiangsu silbang Petrochemical Co., Ltd.”) is the subject asset of the company’s major asset restructuring at the end of 2021
“Sierbang”) 100% equity transfer. This reorganization constitutes a business merger under the same control. Therefore, the company is preparing 2021
In the year of consolidated statements, the above-mentioned Sri Lanka will be included in the scope of consolidated statements and the beginning of the period will be retroactively adjusted. The above retroactive adjustment is related
The transaction 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
The expected and actual occurrence of the company’s daily related party transactions in 2021 before the retroactive date of this major asset reorganization are as follows:
Below:
Unit: 10000 yuan
Expected and actual amount of restructuring of related party transactions in 2021
Category related party: amount, accrued amount and estimated amount before tracing the content of related party transactions
(Unaudited) variance (%)
To the related person Su Zhen thermoelectric
