China Securities Co.Ltd(601066)
About Shandong Dongyue Organosilicon Materials Co.Ltd(300821)
Verification opinions on expected daily connected transactions in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as "sponsor") as a sponsor of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) (hereinafter referred to as " Shandong Dongyue Organosilicon Materials Co.Ltd(300821) " and "company"), in accordance with the requirements of the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the gem of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other documents, Checked the estimated daily connected transactions of Shandong Dongyue Organosilicon Materials Co.Ltd(300821) 2022 and issued the following verification opinions:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the needs of business development and production and operation, it is estimated that in 2022, the company and its subsidiaries will purchase goods and accept labor services with Dongyue fluorosilicone Technology Group Co., Ltd. and its controlling company for no more than 338601 million yuan, and sell goods and provide labor services with Dongyue fluorosilicone Technology Group Co., Ltd. and its controlling company for no more than 1.2 million yuan, The upper limit of deposit balance in a single day is expected to be no more than 60 million yuan for the related party transactions formed with the Zibo Branch of China Minsheng Banking Corp.Ltd(600016) Co., Ltd. in handling working capital deposits and other businesses.
The related party transaction still needs to be approved by the general meeting of shareholders, and the shareholders interested in the related party transaction will withdraw from voting.
(II) estimated category and amount of daily connected transactions
It is estimated that the details of daily related party transactions in 2022 are as follows:
Unit: RMB 10000
Related party transactions related party transactions amount incurred as of the date of disclosure of the estimated amount of the content pricing principle of related party transactions occurred in the previous year
Category amount
Purchase Shandong Dongyue fluorosilicone raw materials, refer to the market 96235006477343314996 commodities, and the fuel price of Materials Co., Ltd
Accept the labor price of Shandong Dongyue chemical raw materials and refer to the market 181600 197.26 493.48 Labor Service Co., Ltd
Zibo Herun water service labor service refers to the price of market 320.00 22.92 146.39 Co., Ltd
Conference clothes
Shandong Taixi hotel service and catering refer to the market 230.00 60.00 - price of Co., Ltd. and accommodation service
Affairs
Sichuan Jitai silicon raw materials refer to the market price of 80 Shenzhen Guohua Network Security Technology Co.Ltd(000004) 17899 - Technology Co., Ltd
Sichuan Shunyi silicon raw materials refer to the market price of 90 China Vanke Co.Ltd(000002) 48469 - Technology Co., Ltd
Sichuan Antai silicon raw materials refer to the market price of 70 Shenzhen Quanxinhao Co.Ltd(000007) 54404275646 Technology Co., Ltd
Total 338601 Hunan Nanling Industry Explosive Material Co.Ltd(002096) 5243654629
Sales of Dongyue fluorosilicone technology products and labor reference market
Commodity, Group Co., Ltd. service price 120.00 - provided by and its subsidiaries
Total labor 120.00
China China Minsheng Banking Corp.Ltd(600016) single day deposit reference market
Bank Co., Ltd. balance ceiling price Shanghai Pudong Development Bank Co.Ltd(600000) 27.82 27.82 business Zibo Branch
Total Shanghai Pudong Development Bank Co.Ltd(600000) 27.82 27.82
Note: within the above estimated total amount, the company can adjust and use within the same controller and its controlled legal person and related parties according to the actual situation. The specific transaction amount shall be subject to the actual occurrence of both parties.
The expected period of the above transactions is from the date of deliberation and approval of the company's 2021 annual general meeting to the date of the company's 2022 annual general meeting. For transactions exceeding the above expected amount, the approval procedures shall be performed in accordance with the relevant laws and regulations, the articles of association and the company's related party transaction management system.
(III) actual occurrence of daily connected transactions in 2021
Unit: RMB 10000
Actual occurrence
The difference between the actual estimated amount of related party transactions of related parties and the ratio of similar amount to the expected disclosure date and the content amount of claim type business
example
See January 2021 and chloroform 16852724250940, 53.04% - 60.36%, March 5, 2021, March 10, 2021 and August 20, 2021 for details of purchased goods in Shandong Dongyue
December 9, 2021 steam 15011552294160 100.00% - 34.57
（ http://www. Sichuan Antai cninfo com. cn. Silicon material science and technology industry silicon 2756463100000 (1.83% - 91.11% /) related party transactions related announcement of Co., Ltd.
In 2021, in addition to the above-mentioned daily related party transactions, the company had a related party transaction of RMB 128569 million with Shandong Dongyue fluorosilicone Material Co., Ltd., a related party transaction of RMB 4.9348 million with Shandong Dongyue Chemical Co., Ltd., and a related party transaction of RMB 1.4639 million with Zibo Herun water Co., Ltd, Shandong estimated the total amount of 7.95 connected transactions of Huantai Hotel Branch of guandongyue federal Real Estate Co., Ltd. in the current period by category, which is RMB 10000.
Actual performance during the reporting period as of the end of the reporting period, the total amount of related party transactions between the company and related parties was 3655425 million yuan, accounting for 22.21% of the total approved daily related party transactions in 2021 (excluding the expected amount of banking business).
As of December 31, 2021, the deposit of the company in Zibo Branch of China China Minsheng Banking Corp.Ltd(600016) Co., Ltd. was 27815086 yuan, accounting for 0.23% of the total approved daily connected transactions of banking business in 2021.
The board of directors of the company estimated the daily connected transaction limit in 2021 based on the maximum amount of business that may occur between the connected party and the estimated party, and the estimated amount is uncertain due to certain differences. The actual amount of daily related party transactions will be affected by multiple factors such as market fluctuation demand, customer demand change and business development needs, resulting in differences from the estimated amount. The related party transactions actually occurred between the company and related parties in 2021 belong to normal business behavior, which will not have a great impact on the daily operation and performance of the company, nor do they damage the interests of the company and minority shareholders
The independent directors of the company have verified the daily connected transactions. The independent directors believe that there is a large difference between the actual situation and the expected amount of the daily connected transactions of the company in 2021, which is a normal business behavior. If the difference is in line with the actual production and operation of the company, it will not have a significant impact on the daily connected transactions and performance of the company, It does not harm the interests of the company and all shareholders, especially minority shareholders.
Note: in this report, if the mantissa of the total count is inconsistent with the mantissa of the sum of the listed values, it is caused by rounding. 2、 Related person introduction and relationship
(I) basic information and relationship of related parties
1. Shandong Dongyue fluorosilicone Material Co., Ltd
Unified social credit Code: 91370 Pharmaron Beijing Co.Ltd(300759) 160640w
Legal representative: Rong Qingjin
Registered capital: 400 million yuan
Registered address: Tangshan town, Huantai County, Zibo City
Business scope: production and sales of monochloromethane, dichloromethane, chloroform, carbon tetrachloride, hydrochloric acid, sulfuric acid, sodium hydroxide, chlorine [liquefied], sodium hypochlorite solution, tetrachloroethylene, hexachloroethane and hydrogen (the above scope is limited and the license shall prevail); Sales of methanol (operation without storage facilities, the validity period shall be subject to the license), non-ferrous metals and metal materials; Power, heat, fly ash, desulfurized building gypsum; Heat pipeline transmission; Import and export of goods. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Affiliated relationship with the company: for the enterprise controlled by the controlling shareholder of the company, the affiliated person meets the affiliated relationship specified in article 7.2.3 of the GEM Listing Rules of Shenzhen Stock Exchange.
As of September 30, 2021, Shandong Dongyue fluorosilicone Material Co., Ltd. had total assets of 21401019700 yuan, net assets of 74634600 yuan, operating income of 1873093 million yuan and net profit of 158857200 yuan. The above data have not been audited.
2. Shandong Dongyue Chemical Co., Ltd
Unified social credit Code: 91370321613287542n
Legal representative: Wang Qiang
Registered capital: 840 million yuan
Registered address: Tangshan town, Huantai County, Zibo City
Business scope: green refrigerant series products (the sum of the total mass of R22, R32, R142b, R134a, R152a, r143a, R600a and R125 is greater than 90%), chlorodifluoromethane (R22)
