Central China Securities Co.Ltd(601375)
About Jiangsu Tongli Risheng Machinery Co.Ltd(605286)
Verification opinions on the prediction of daily connected transactions in 2022
Central China Securities Co.Ltd(601375) (hereinafter referred to as ” Central China Securities Co.Ltd(601375) ” or “recommendation institution”) as the recommendation institution and continuous supervision institution for initial public offering of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) (hereinafter referred to as ” Jiangsu Tongli Risheng Machinery Co.Ltd(605286) ” or “company”), in accordance with the administrative measures for recommendation business of securities issuance and listing and the stock listing rules of Shanghai Stock Exchange The verification of Jiangsu Tongli Risheng Machinery Co.Ltd(605286) expected daily connected transactions in 2022 is as follows:
1、 Overview of related party transactions
In order to ensure the legality and compliance of related party transactions, Jiangsu Tongli Risheng Machinery Co.Ltd(605286) adopts the method of forecasting and counting the daily related party transactions that may occur with related parties in the current year at the beginning of each year, submitting the estimated situation of relevant transactions to the corresponding approval level for review according to the approval regulations and the actual needs of the company, and then tracking the occurrence of transactions regularly. In order to meet the needs of business development, Jiangsu Tongli Risheng Machinery Co.Ltd(605286) and some other affiliated enterprises plan to conduct daily connected transactions in 2022.
In 2022, the details of related party transactions between the company and its subsidiaries and the related party Danyang Risheng Enterprise Management Co., Ltd. are as follows:
Unit: Yuan
Proportion of pre business in 2022 to actual business in 2021 of related party transactions accounting for the estimated amount of similar transactions and actual related parties in the previous year
The reason why the difference of category accrual amount is larger than (%) (%)
Danyang Risheng
Leasing enterprise management: 70000000 65.93% 70000000 67.19% none
Limited company
Total 700 Shenzhen Quanxinhao Co.Ltd(000007) 0000000
2、 Introduction to related parties and related relationships
(I) basic information:
Company name: Danyang Risheng Enterprise Management Co., Ltd
Date of establishment: June 7, 2001
The registered capital is 3 million yuan
Legal representative: Li Guoping
Address: West of sigeng Road, Baihua economic Park, Danyang City
Equity structure Li Guoping and Li Laqin hold 99% and 1% equity of Danyang Risheng respectively.
Enterprise management consulting, business consulting, financial consulting (except agency bookkeeping), real estate leasing. Nature of Business
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Holding 3.54% shares of the company
(II) relationship:
Danyang Risheng Enterprise Management Co., Ltd. holds 3.54% of the company’s shares, and Mr. Li Guoping, the actual controller of the company, holds 99% of the equity of Danyang Risheng Enterprise Management Co., Ltd., so Danyang Risheng Enterprise Management Co., Ltd. is a related party of the company. Danyang Risheng Enterprise Management Co., Ltd. is a legal person (or other organization) other than the listed company, holding subsidiaries and other subjects controlled by the affiliated natural person directly or indirectly, or serving as a director (excluding the independent directors and senior managers of both parties), as stipulated in article 6.3.3 (III) of the Listing Rules of Shanghai Stock Exchange.
(III) main financial data of 2021 (Unaudited):
Project amount (10000 yuan)
Total assets 973828
Net assets 955280
Main business income 69.31
Net profit -0.03
(IV) performance capacity:
The related parties exist in accordance with the law and operate normally. According to the financial status of the related parties, they have sufficient performance ability and can strictly abide by the contract.
3、 Main contents and pricing policies of related party transactions
The transactions between the company and the above-mentioned related parties are conducted in accordance with the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction prices are based on the market fair price, follow the principle of fair and reasonable pricing, and do not harm the interests of the company and all shareholders.
4、 Impact of related party transactions on Listed Companies
The daily related party transactions between the company and the above related parties are necessary for the company’s normal production and business activities. They are an important means for the company to make rational use of resources and reduce operating costs, and have a positive impact on the long-term development of the company. The pricing policy of the company’s daily related party transactions strictly follows the general commercial principles of openness, fairness, impartiality and compensation for equal value, which is conducive to the development of the company’s related businesses and does not damage the rights and interests of the company and shareholders. The occurrence of the above transactions will not have an adverse impact on the company’s continuous operation ability, profitability and asset independence.
5、 Review procedures for the performance of related party transactions
(I) deliberations of the board of directors
On March 17, 2022, the company held the fourth meeting of the second board of directors and deliberated and approved the proposal on the expected daily connected transactions in 2022. The connected directors Li Guoping and Li Zheng avoided the voting of this proposal, and other non connected directors deliberated and approved this proposal.
The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
The audit committee of the board of directors has issued the following written opinions on the expected matters of the daily connected transactions: the expected amount of the daily connected transactions is reasonably predicted in advance according to the actual transaction situation in the daily production and operation process of the company, follows the market transaction principle of “openness, fairness and impartiality”, meets the requirements of relevant national laws and regulations and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange, It will not adversely affect the independence of the company and is in the interests of the company and all shareholders.
The convening and convening of this meeting are in accordance with the relevant provisions of the company law and the articles of association, and are legal and effective.
(II) prior approval opinions of independent directors
The independent directors reviewed the above-mentioned proposal in advance, agreed to submit the proposal to the board of directors for deliberation, and issued the following approval opinions in advance: the company’s expected related party transactions with related parties are normal business needs, and all related party transactions are carried out in accordance with fair pricing, without damaging the interests of the company and all shareholders, and will not affect the independence of the company. Therefore, we agree to submit the related party transaction to the board of directors of the company for deliberation.
(III) independent opinions of independent directors
The independent directors reviewed the proposal and expressed independent opinions as follows: the daily related party transactions between the company and related parties are the normal business of the company, which is conducive to the stable and sustainable development of the company’s business; The price of related party transactions is fair and the transaction method complies with market rules, which will not affect the independence of the company. The deliberation and voting procedures of the above proposals comply with the articles of association and the relevant provisions of Shanghai Stock Exchange; There is no situation that damages the rights and interests of all shareholders of the company, especially the rights and interests of minority shareholders.
(IV) deliberation of the board of supervisors
On March 17, 2022, the company held the fourth meeting of the second board of supervisors and deliberated and adopted the proposal on the expected daily connected transactions in 2022.
6、 Opinions of the sponsor
After verification, the sponsor believes that: Jiangsu Tongli Risheng Machinery Co.Ltd(605286) the estimated events of daily related party transactions in 2022 reviewed this time are based on the daily operation of the company, the decision-making procedures are legal and effective, follow the principle of market-oriented pricing, and do not harm the interests of other shareholders, Central China Securities Co.Ltd(601375) has no objection to the estimated events of daily related party transactions in 2022 reviewed this time.
