Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
Verification of Xinjiang Zhongtai Chenical Co.Ltd(002092) new daily connected transactions
opinion
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as “Oriental Investment Bank” or “recommendation institution”) as
Xinjiang Zhongtai Chenical Co.Ltd(002092) (hereinafter referred to as ” Xinjiang Zhongtai Chenical Co.Ltd(002092) ” or “the company”) is non-public in 2021
The recommendation institution issuing A-Shares shall, in accordance with the administrative measures for recommendation business of securities issuance and listing and Shenzhen Securities
Stock listing rules of Shenzhen Stock Exchange, guidelines for standardized operation of listed companies of Shenzhen Stock Exchange and Shenzhen Stock Exchange
The provisions of relevant laws and regulations such as the guidelines for information disclosure of listed companies of the exchange No. 6 – recommendation business, etc
It is expected that the company’s daily related party transactions in 2021 will be added this time (hereinafter referred to as “the new daily transactions”)
The joint venture has carefully verified the transaction situation, and now the verification situation and verification opinions are published as follows:
1、 Basic information of daily connected transactions
(i) Overview of related party transactions
According to the production and operation needs of Xinjiang Zhongtai Chenical Co.Ltd(002092) and its subsidiaries, it is expected to add new companies
In 2021, Xinjiang Zhongtai (Group) Co., Ltd. (hereinafter referred to as “Zhongtai group”) and
The daily related party transactions of purchasing raw materials, products and commodities of its subsidiaries have been reported to the company in 2021
It was deliberated and adopted at the 33rd session of the 7th board of directors held on December 30, 2014. During the deliberation of the proposal, the related directors
Mr. Deyun, Mr. parhatimayiming, Mr. Li Liangfu and Ms. Yu Yajing made a withdrawal vote,
All other directors agree. This matter does not need to be submitted to the general meeting of shareholders for deliberation.
（2） Category and amount of new estimated related party transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transactions from 2021 to 2021 the main internal pricing principles of related parties in the previous year are initially expected to add the amount of transactions carried out on December 10
Purchase Xinjiang Zhongtai (Group) materials and spare parts from related parties
The market prices of raw materials, products, limited liability companies and spare parts are 1000002000108486.4279557.52 commodities and their subsidiaries
The above related party transaction amount data with related parties have not been audited, and are finally based on the annual audit results
Subject to.
2、 Introduction to related parties and related relationships
(i) Basic information of related parties
Company name: Xinjiang Zhongtai (Group) Co., Ltd
Date of establishment: July 6, 2012
Registered capital: RMB 203602957384
Legal representative: Wang Hongxin
Registered address: room 1503, No. 1, Weitai South Road, Urumqi Economic and Technological Development Zone
Main business: investment in chemical industry, modern logistics, modern service industry, agricultural and sideline industries and animal husbandry, import and export of goods and technology; Asset management services, etc.
Ownership structure:
Shareholder’s contribution (10000 yuan) shareholding ratio (%)
State owned assets supervision and Administration Commission of the people’s Government of Xinjiang Uygur Autonomous Region 185396.99919491.06
Department of finance of Xinjiang Uygur Autonomous Region 18205.958198.94
Total 203602.957384100
As of September 30, 2021, Zhongtai group had total assets of 132686616700 yuan, total liabilities of 96802437400 yuan and net assets of 35884179200 yuan. From January to September 2021, Zhongtai group realized operating revenue of 124023485100 yuan and net profit of 3460270800 yuan (the above data were not audited).
After verification, as of the date of issuance of this verification opinion, Zhongtai group does not belong to the person subject to dishonesty.
（2） Relationship with the company
Zhongtai group is the controlling shareholder of the company, and Zhongtai group and its subsidiaries Urumqi huanpeng Co., Ltd. and Xinjiang Zhongtai International Supply Chain Management Co., Ltd. are acting in concert, holding 23.06% of the shares of the company in total.
（3） Performance capability analysis
The above related parties exist according to law, operate stably and have the ability to perform the contract. The above connected transactions are necessary for the normal production and operation of the company.
3、 Main contents of related party transactions
(i) Pricing policy and basis
The prices of the above connected transactions are determined according to the market fair price in accordance with the principles of openness, fairness and impartiality. （2） Signing of related party transaction agreement
No specific contract has been signed for the above-mentioned new connected transactions.
4、 Purpose of related party transactions and its impact on Listed Companies
The above business with related parties belongs to the normal business behavior of the company. It is a continuous and frequent related party transaction. The transaction price with related parties is determined according to the market fair price, and there is no behavior damaging the interests of the company and all shareholders. The company and the above affiliated enterprises are independent legal persons, operate independently and are independent in terms of assets, finance and personnel. This affiliated transaction will not adversely affect the independence of the company, and the company will not rely on or be controlled by relevant affiliated parties.
5、 Accumulated related party transactions with the related party
As of the date of issuance of this verification opinion, the accumulated amount of daily related party transactions between the company and Zhongtai group and its subsidiaries is 1904657200 yuan. (the above data has not been audited)
6、 Opinions approved and expressed by independent directors in advance
(i) Prior approval opinions of independent directors of the company
Xinjiang Zhongtai Chenical Co.Ltd(002092) and its subsidiaries are expected to purchase raw materials, products and commodities from related parties in daily production and operation in 2021, which is the normal project construction and production and operation needs of the company, and the transaction price is determined according to the market fair price, which is fair and reasonable.
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.
1. Procedural. The company held the 33rd session of the 7th board of directors on December 30, 2021, deliberated and adopted the proposal on adding daily related party transactions of the company in 2021, and predicted the related party transactions of purchasing raw materials, products and commodities between the company and related parties in 2021. When the board of directors deliberated this related party transaction, the related directors implemented the avoidance principle, The voting procedures shall comply with the provisions of relevant laws and regulations. This matter does not need to be submitted to the general meeting of shareholders 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 above related party transactions are conducted due to the normal production and operation needs of the company. The transactions between the company and related parties are conducted in accordance with the principle of “fairness, voluntariness and mutual benefit”, and the transaction price is determined according to the market price. There is no violation of the principles of openness, fairness and impartiality, and there is no behavior damaging the interests of the company and minority shareholders.
7、 Opinions of the sponsor
After verification, the sponsor believes that the company’s new daily connected transactions have been deliberated and adopted at the 33rd meeting of the seventh board of directors, the independent directors have recognized and expressed independent opinions on the new daily connected transactions in advance, and the relevant decision-making procedures have been fulfilled. The procedures related to the newly added daily related party transactions comply with the requirements of documents such as the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and the provisions of the articles of association. The new daily related party transactions are not expected to have an adverse impact on the normal operation and business development of the company. Dongfang investment bank has no objection to Xinjiang Zhongtai Chenical Co.Ltd(002092) the new related party transactions.
(there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on Xinjiang Zhongtai Chenical Co.Ltd(002092) new daily connected transactions)
Sponsor representative:
Li Zheng, Cui Hongjun
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. December 30, 2021
