Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Verification opinions on Xinjiang Zhongtai Chenical Co.Ltd(002092) connected transactions
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "sponsor") is the sponsor of Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as " Xinjiang Zhongtai Chenical Co.Ltd(002092) " or "company") non-public offering of A-Shares in 2021, In accordance with the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the information disclosure of listed companies of Shenzhen Stock Exchange No. 6 - recommendation business and other relevant laws and regulations, the company has carefully verified the related party transactions of the company, The verification situation and verification opinions are hereby published as follows:
1、 Overview of related party guarantees
Xinjiang Zhongtai Chenical Co.Ltd(002092) holds 40% equity of Shanghai Zhongtai Duojing International Trade Co., Ltd. (hereinafter referred to as "Shanghai Duojing"), which is a joint-stock subsidiary of the company. The controlling shareholder of the company, Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as "Zhongtai group") holds 60% equity of Shanghai Duojing. Shanghai Duojing holds 51% equity of Zhejiang Taixin Products Co., Ltd. (hereinafter referred to as "Taixin products"). According to the needs of production and operation, Shanghai Duojing and Taixin properties plan to apply for comprehensive credit from the bank. The details are as follows:
1. Shanghai Duojing plans to apply to Bank Of Ningbo Co.Ltd(002142) Shanghai Branch for a comprehensive credit of 50 million yuan for a period of one year. The interest rate is subject to the actual contract signed. Xinjiang Zhongtai Chenical Co.Ltd(002092) provides a guarantee of 20 million yuan according to 40% of the shareholding ratio, and Zhongtai group provides a guarantee of 30 million yuan according to 60% of the shareholding ratio.
2. Shanghai Duojing plans to apply to Ping An Bank Co.Ltd(000001) Shanghai Branch for a comprehensive credit of no more than RMB 500 million for a period of one year, and the interest rate is subject to the actual contract. In the above comprehensive credit, Xinjiang Zhongtai Chenical Co.Ltd(002092) shall provide Shanghai Duojing with a joint and several liability guarantee of no more than RMB 104 million according to 40% of the shareholding ratio, Zhongtai group provides joint and several liability guarantee of no more than 156 million yuan to Shanghai Duojing according to the shareholding ratio of 60%. 3. Taixin properties plans to apply to Industrial Bank Co.Ltd(601166) Hangzhou branch for a comprehensive credit of 30 million yuan for a period of one year, and the interest rate is subject to the final actual contract. Zhongtai group provides 60% joint and several liability guarantee, i.e. 18 million yuan, Xinjiang Zhongtai Chenical Co.Ltd(002092) provides 40% joint and several liability guarantee, i.e. 12 million yuan, and Zhongtai group provides counter guarantee to Xinjiang Zhongtai Chenical Co.Ltd(002092) .
Shanghai Duojing is the holding subsidiary of Zhongtai group, the controlling shareholder of the company. According to the stock listing rules of Shenzhen Stock Exchange, the above guarantee constitutes a connected transaction.
The above related party transactions have been deliberated and approved by the 33rd session of the 7th board of directors held on December 30, 2021. During the deliberation of the proposal, the related directors Bian Deyun, parhati maiming, Li Liangfu and Yu Yajing avoided voting on the proposal, and all the other directors agreed. The independent directors of the company approved the proposal in advance and expressed their independent opinions. According to relevant provisions such as the Listing Rules of Shenzhen Stock Exchange, the matter shall be submitted to the general meeting of shareholders of the company for deliberation, and the corresponding affiliated shareholders will avoid voting.
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the measures for the administration of major asset reorganization of listed companies, and do not need to be approved by relevant departments.
2、 Basic information of the guaranteed (related party)
(i) Basic information of Shanghai Zhongtai Duojing International Trade Co., Ltd
1. Basic information
Company name: Shanghai Zhongtai Duojing International Trade Co., Ltd
Date of establishment: January 6, 2013
Registered capital: 100 million yuan
Legal representative: Sun Yuxiang
Registered address: room 1808, No. 769, Jiujiang Road, Huangpu District, Shanghai
Main business: Sales of chemical products, metal materials, mechanical equipment, coal and products, rubber products, non-ferrous metal alloys, etc.
2. Main financial data (consolidated)
Unit: 10000 yuan
End of 2020 / end of September 2021 in 2020 / January September 2021 (Unaudited)
Total assets 217995.34812890.33
Total liabilities 154077.50747767.43
Net assets 63917.8465122.90
Operating income: 5610427.827271235.00
Net profit 5006.271214.83
3. The equity structure is as follows:
Shareholder's contribution (10000 yuan) shareholding ratio (%)
Xinjiang Zhongtai (Group) Co., Ltd. 6000060
Xinjiang Zhongtai Chenical Co.Ltd(002092) 40,00040
Total 1000000100
4. Relationship with the company
Shanghai Duojing is the holding subsidiary of Zhongtai group, the controlling shareholder of the company, and is the related party of the company.
5. Other notes: as of the date of issuance of this verification opinion, Shanghai Duojing is not a dishonest person. （2） Basic information of Zhejiang Taixin Products Co., Ltd
1. Basic information
Enterprise name: Zhejiang Taixin Products Co., Ltd
Date of establishment: August 23, 2018
Registered capital: 50 million yuan
Legal representative: Sun Yuxiang
Registered address: Room 305, No. 7, Fuxing East Road, Hongxing street, Jingning She Autonomous County, Lishui City, Zhejiang Province
Main business: Sales of petroleum asphalt, mineral products, petroleum products, chemical raw materials and products, edible Shenzhen Agricultural Products Group Co.Ltd(000061) (excluding vegetables, aquatic products and fresh meat), rubber and plastic products, cotton, building materials, feed, textiles and raw materials, steel, non-ferrous metals, metal materials and products, paper products and raw materials, chemical fertilizer, etc.
2. Main financial data:
Unit: 10000 yuan
End of 2020 / end of September 2021 in 2020 / January September 2021 (Unaudited)
Total assets 18568.4273962.88
Total liabilities 15429.0369214.56
Net assets 3139.394748.32
Operating income 415490.08292712.14
Net profit 3037.771608.93
3. Ownership structure:
Name of shareholder contribution (10000 yuan) shareholding ratio (%)
Shanghai Zhongtai Duojing International Trade Co., Ltd. 255051.00
Ningbo Meishan free trade port Zundao equity investment management partnership 245049.00 (limited partnership)
Total 5000100.00
4. Relationship with the company
Taixin property is the holding subsidiary of Shanghai Duojing, a joint-stock company of the company, and Shanghai Duojing is the holding subsidiary of the controlling shareholder Zhongtai group.
5. Other notes: as of the date of issuance of this verification opinion, Taixin property does not belong to the dishonest executee.
3、 Main contents of related party transactions
(i) Guarantee method: joint and several liability guarantee
（2） Guarantee period and amount:
1. Shanghai Duojing plans to apply to Bank Of Ningbo Co.Ltd(002142) Shanghai Branch for a comprehensive credit of 50 million yuan for a period of one year, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides Shanghai Duojing with a joint and several liability guarantee of no more than 20 million yuan. 2. Shanghai Duojing plans to apply to Ping An Bank Co.Ltd(000001) Shanghai Branch for a comprehensive credit of 500 million yuan for a period of one year, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides Shanghai Duojing with a joint and several liability guarantee of no more than 104 million yuan. 3. Taixin properties plans to apply to Industrial Bank Co.Ltd(601166) Hangzhou branch for a comprehensive credit of 30 million yuan for a period of one year, and Xinjiang Zhongtai Chenical Co.Ltd(002092) provides a joint and several liability guarantee of 12 million yuan.
No specific contract has been signed for this guarantee, and the corresponding contract shall be signed when applying for loan from the bank according to the needs of Shanghai Duojing and Taixin property management.
4、 Purpose of related party transactions and its impact on Listed Companies
The company provides guarantee for related parties according to the actual situation, the guarantee proportion does not exceed the shareholding proportion or has counter guarantee conditions, and there is no situation that damages the interests of the company and all shareholders.
5、 The total amount of various related party transactions with related parties accumulated as of the disclosure date
1. As of the date of issuance of this verification opinion, the accumulated amount of daily related party transactions between the company and Shanghai is 609174600 yuan (Unaudited), and there are no other related party transactions.
2. As of the date of issuance of this verification opinion, the company has provided guarantee for related parties of RMB 1183832900.
6、 Accumulated external guarantees and overdue guarantees of the company
As of the date of issuance of this verification opinion, the company's actual cumulative total external guarantee is 17962132700 yuan, accounting for 95.22% of the company's latest audited net assets. If all the guarantees considered by the board of directors occur, the company's cumulative external guarantee is 18108132700 yuan, accounting for 96.00% of the company's latest audited net assets and 28.33% of the company's latest audited total assets. The company has no overdue guarantee.
7、 Opinions of the board of directors
The board of Directors believes that the guarantee provided by the company for Shanghai Duojing and Taixin properties is to meet their production and operation needs and will not have an adverse impact on the normal operation and business development of the company. Moreover, Zhongtai group jointly provides the guarantee according to the proportion of equity held by Shanghai Duojing, and there is a counter guarantee for the guarantee of Taixin properties. The guarantee risk is controllable, There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
8、 Prior approval opinions and independent opinions issued by independent directors
(i) Prior approval opinions of independent directors
Shanghai Zhongtai Duojing International Trade Co., Ltd. applies for comprehensive credit according to the needs of production and operation, and the company and Xinjiang Zhongtai (Group) Co., Ltd. provide guarantee according to the shareholding ratio. Zhejiang Taixin Products Co., Ltd., the holding subsidiary of Shanghai Zhongtai Duojing International Trade Co., Ltd., applies for comprehensive credit according to the needs of production and operation, and the company and Xinjiang Zhongtai (Group) Co., Ltd. provide guarantee according to the proportion of shares held by Shanghai Zhongtai Duojing International Trade Co., Ltd, Xinjiang Zhongtai (Group) Co., Ltd. provides counter guarantee to the company. The guarantee risk is controllable, which is conducive to promoting the normal operation of the guaranteed object and complies with the provisions of relevant laws and regulations and the articles of association. We agree to submit this matter to the 33rd session of the Xinjiang Zhongtai Chenical Co.Ltd(002092) seventh session of the board of directors for deliberation, and the related directors shall perform the withdrawal voting procedure.
（2） Opinions of independent directors
1. Procedural. The company held the 33rd session of the 7th board of directors on December 30, 2021, which deliberated and adopted the proposal on the company's guarantee for related parties. The guarantee provided by the company to related parties is based on the needs of production and operation, and the guarantee risk is controllable. When the board of directors of the company considers this connected transaction, the connected directors implement the principle of avoidance, and their voting procedures comply with the provisions of relevant laws and regulations. The matter still needs to be submitted to the general meeting of shareholders of the company for deliberation. We believe that the procedures for convening, convening and making resolutions of the board of directors of the company comply with the provisions of relevant laws and regulations and the articles of association, and the decision-making procedures are legal and effective.
2. Fairness. The transactions between the company and related parties are based on the principle of "fairness, voluntariness and mutual benefit"
