Hualong Securities Co., Ltd
With regard to the verification opinions on the implementation of daily connected transactions in Zhejiang Taitan Co.Ltd(003036) 2021 and the prediction of daily connected transactions in 2022, Hualong Securities Co., Ltd. (hereinafter referred to as "Hualong securities" and "sponsor") is the sponsor of initial public offering of Zhejiang Taitan Co.Ltd(003036) (hereinafter referred to as " Zhejiang Taitan Co.Ltd(003036) " and "the company"), In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, and the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, The implementation of daily connected transactions in Zhejiang Taitan Co.Ltd(003036) 2021 and the forecast of daily connected transactions in 2022 have been carefully verified. The details are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Zhejiang Taitan Co.Ltd(003036) 's daily related party transactions mainly occurred between Xinchang Titan International Hotel Co., Ltd., where Chen Qixin, the actual controller of the company, served as the legal representative. There were related party transactions in the procurement of conference services, accommodation and other hotel services. According to statistics, the company completed daily related party transactions of 1.4312 million yuan in 2021, and the total amount of daily related party transactions is expected to be no more than 7 million yuan in 2022.
The company held the 9th meeting of the 9th board of directors on March 15, 2022, deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. Related directors Mr. Chen Qixin, Mr. Chen Yurong, Mr. Zhao Lue and Ms. LV Huilian avoided voting, while non related Directors voted and passed the proposal.
(II) forecast of daily connected transactions in 2022
According to the actual operation of the previous year and the operation needs of 2022, it is estimated that the total amount of daily related party transactions between the company and Xinchang Titan International Hotel Co., Ltd. in 2022 will not exceed 7 million yuan. The details are as follows:
Related party transactions related party transactions estimated amount of related party transactions amount of last year
Principle of content price by category (10000 yuan) (10000 yuan)
Refer to the market price for the procurement of conference services, Titan International Conference Services in Xinchang County and accommodation
Accommodation hotel, Grand Hotel Co., Ltd. and other hotel services 700.00 143.12
(III) actual occurrence of daily connected transactions in 2021
Disclosure date and index of related parties' expected actual issuance
Proportion of transaction amount in total amount and
Category content (10000 yuan) (10000 yuan)
(yuan) difference in service proportion
For details, please refer to the company's procurement meeting on April 15, 2021 at the designated information disclosure meeting, Taiwu of Xinchang County, accommodation of website cninfo.com.cn and Tan International accommodation (www.cn. Info. Com. CN.) Announcement on confirmation of daily related party transactions of store service companies in 2020 and prediction of daily related party transactions of business affairs in 2021 disclosed by waijiu Hotel Co., Ltd. 143.12 700.00 100.00% 79.55% (Announcement No.: 2021013)
The actual total amount of daily connected transactions in 2021 does not exceed the expected total amount considered and approved by the board of directors of the company in 2020, The reason for the difference between the actual situation and the forecast is that the annual daily related party transactions between the company and related parties are based on the preliminary judgment of the company's actual needs and business development, which is difficult to achieve an accurate forecast, which is different from the actual situation.
After verification, the explanation of the board of directors of the company on the difference between the actual occurrence of the daily connected transactions in 2021 and the daily connected transactions expected by the independent directors of the company is in line with the actual situation of the company, the connected transactions follow the principle of "the actual occurrence and the expected fair, just and fair", and the transactions comply with the market principle, The explanation of large differences in fair pricing is reasonable, and there is no damage to the interests of the company and other shareholders, especially the interests of minority shareholders.
2、 Basic information of related parties
(I) basic information
1. Company name: Xinchang Titan International Hotel Co., Ltd
2. Registered capital: 1 million yuan only
3. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
4. Legal representative: Chen Qixin
5. Registered address: Titan Avenue, Qixing street, Xinchang County, Zhejiang Province
6. Business scope: accommodation; Food and Beverages; Large restaurants (production and sale of Chinese food (including cold dishes, excluding framed cakes, including raw seafood)); Food business (excluding consumption Shenzhen Agricultural Products Group Co.Ltd(000061) ); Hotels, tea houses, beauty salons, foot baths; Retail sales of tobacco products (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Date of establishment: October 24, 2007
8. As of December 31, 2021, Xinchang Titan International Hotel Co., Ltd. had total assets of RMB 908715 million and net assets of -515439 million. In 2021, it realized main business income of RMB 177144 million and net profit of -4.9746 million.
(the above data has not been audited)
(II) relationship with the company
Xinchang Titan International Hotel Co., Ltd. is an enterprise with the actual controller Chen Qixin as the legal representative. It meets the conditions specified in item 6.3.3 of the stock listing rules of Shenzhen Stock Exchange and forms a related relationship.
(III) performance capability analysis
Xinchang Titan International Hotel Co., Ltd. is registered and established in accordance with the law, exists in accordance with the law and operates normally. Its assets are in good condition and its operation is standardized. It is not a dishonest executee and has good performance ability.
3、 Main contents of related party transactions
(I) pricing policy for related party transactions
The related party transactions between the company and Xinchang Titan International Hotel Co., Ltd. in 2021 and the prediction of related party transactions in 2022 involve the purchase of hotel services such as conference affairs and accommodation. The prices of related party transactions are determined through negotiation according to the market fair price in accordance with the principle of fairness, and the market price is strictly implemented.
(II) signing of related party transaction agreement
The company signed a consumption agreement with Xinchang Titan International Hotel Co., Ltd. The agreement shall come into force upon signature by representatives of both parties and shall be valid from January 1, 2022 to December 31, 2022. The company will make settlement according to the actual transaction situation and will conduct transactions with Xinchang Titan International Hotel Co., Ltd. within the amount of connected transactions approved by the board of directors.
4、 Purpose and impact of related party transactions on the company
1. The related party transactions between the company and the above-mentioned related parties occur in the daily business activities of the company, which is exactly necessary and helps the company reduce operating costs. The transaction price of related parties shall be determined fairly and reasonably according to the market conditions.
2. The related party transactions between the company and the above related parties follow the fair pricing principle and the payment terms are fair, which does not harm the interests of the company and all shareholders.
3. The above transactions have no impact on the independence of the company, and the main business of the company will not rely on related parties.
5、 Relevant review and approval procedures
(I) deliberations of the board of directors
The company held the 9th meeting of the 9th board of directors on March 15, 2022, deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the forecast of daily connected transactions in 2022. Related directors Mr. Chen Yurong, Mr. Chen Qixin, Mr. Zhao Lue and Ms. LV Huilian abstained from voting, while non related Directors voted and passed the proposal.
(II) deliberation of the board of supervisors
The board of supervisors of the company believes that the related party transactions of the company in 2021 are normal business transactions in daily production and operation. The transaction price is determined through consultation with reference to the market price, follows the pricing principle of fairness, rationality and consensus, complies with relevant national regulations and the fairness principle of related party transactions, reflects the principles of integrity, fairness and impartiality, and does not damage the interests of the company and shareholders, It will not affect the independence of the company.
The company's decision-making procedures for the related party transactions expected to occur in 2022 comply with the provisions of relevant laws, regulations and the articles of association. Its fairness is based on the principle of equal compensation and fair market price. It does not violate the principles of openness, fairness and impartiality, and does not harm the interests of the company and all shareholders.
(III) prior approval opinions and independent opinions issued by independent directors
1. Prior approval opinion
After communicating with the company and carefully reviewing the data, we believe that the company's purchase of conference accommodation related services from related parties in 2022 is a normal commercial transaction, and the price of related party transactions follows the market-oriented principle, which is a fair and reasonable behavior; Related party transactions have no adverse impact on the independence of the company, there is no use of related party transactions to damage the interests of the company and shareholders, and there is no violation of relevant national laws and regulations. Based on the above judgment, we agree that the company will submit the proposal to the ninth meeting of the ninth board of directors of the company for deliberation in accordance with the deliberation procedures of related party transactions. When the board of Directors considers the above connected transactions, the connected directors shall withdraw from voting.
2. Independent opinion
In 2021, the company actually purchased conference, accommodation and other hotel services from the related party Xinchang Titan International Hotel, totaling 1.4312 million yuan. The above related party transactions are normal business transactions in daily production and operation. The transaction price is determined through consultation with reference to the market price, follows the pricing principle of fairness, rationality and consensus, and complies with relevant national regulations and the fairness principle of related party transactions, It embodies the principles of integrity, fairness and impartiality. There is no damage to the interests of the company and shareholders and will not affect the independence of the company.
The daily related party transactions expected to occur in 2022 are the normal commercial transactions of the company. The related party transactions are priced based on the market price, follow the principles of objectivity, fairness and rationality, and do not harm the interests of the company and all shareholders. When the board of directors considered the above transaction matters, the related directors have avoided voting, and their procedures are legal and effective, in line with the provisions of relevant laws and regulations and the articles of association.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
1. The implementation of the company's related party transactions in 2021 and the expected related matters of related party transactions in 2022 have been reviewed and approved by the board of directors and the board of supervisors of the company, and the related directors have also avoided voting. The independent directors issued their prior approval opinions and independent opinions accordingly, fulfilled the necessary approval procedures, and met the requirements of the relevant provisions of the stock listing rules of Shenzhen Stock Exchange. The above matters need to be considered by the general meeting of shareholders.
2. The recommendation institution has no objection to the implementation of the company's related party transactions in 2021 and the expected related matters of related party transactions in 2022.
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(there is no text on this page, which is the signature page of the verification opinions of Hualong Securities Co., Ltd. on the implementation of daily connected transactions in Zhejiang Taitan Co.Ltd(003036) 2021 and the expectation of daily connected transactions in 2022) the sponsor representative:
Quan Hongtao Hu Lin
Hualong Securities Co., Ltd
