Guotai Junan Securities Co.Ltd(601211)
Verification opinions on financial cooperation and related party transactions between Nanjing Iron & Steel Co.Ltd(600282) and Shanghai Fosun High Tech Group Finance Co., Ltd
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as ” Guotai Junan Securities Co.Ltd(601211) “) as an independent financial adviser under the continuous supervision of Nanjing Iron & Steel Co.Ltd(600282) (hereinafter referred to as ” Nanjing Iron & Steel Co.Ltd(600282) ” or “the company”), in accordance with the requirements of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the self regulatory guidance of listed companies of Shanghai Stock Exchange No. 5 – transactions and related party transactions, The completeness of the terms of the related party transaction agreement signed between the company and Shanghai Fosun High Tech Group Finance Co., Ltd. (hereinafter referred to as “Fosun finance company”) on financial service cooperation in 2021, the implementation of the agreement, risk control measures, risk disposal plan and implementation, and the authenticity of the information disclosure of the company are specially verified as follows:
1、 Financial service cooperation between the company and Fosun finance in 2021
On May 30, 2020, the company signed a one-year financial service agreement with Fosun finance company. According to the agreement, Fosun finance company provides the company with financial services such as deposit, credit and settlement based on the market pricing principle within its business scope. The daily deposit balance of the company in Fosun finance company shall not exceed 5% of the audited total assets of the company in the latest accounting year, And does not exceed the credit line of Fosun finance company to the company; The company can apply to Fosun finance for a comprehensive credit line up to RMB 5 billion during the term of the agreement. The signing and execution of the above agreements constitute the related party transactions of Nanjing Iron & Steel Co.Ltd(600282) and the signing of relevant agreements, pricing policies and the estimated amount of related party transactions in 2021 have been reviewed at the fourth extraordinary general meeting of shareholders of the company in 2020; On September 30, 2021, the company renewed the financial service agreement with Fosun finance for one year. The signing of relevant agreements, pricing policies and the estimated amount of related party transactions in 2022 have been deliberated at the fourth extraordinary general meeting of shareholders in 2021.
As of December 31, 2021, the company’s deposit balance in Fosun finance company was 167727 million yuan, accounting for 0.26% of the company’s deposit balance; The company’s loan balance in Fosun finance company is 20 million yuan, accounting for 0.24% of the company’s loan balance (including interest payable). The deposit and loan business between the company and Fosun finance company is carried out in accordance with the financial service agreement signed by both parties. The price of deposit and loan related transactions is fair, and the transaction amount and balance meet the needs of the company’s operation and development. The security and liquidity of the company’s deposits in Fosun finance company are good, and there is no delay in payment due to insufficient cash position. Up to now, the company has no major operating expenditure plan, and the above deposits and loans in Fosun finance company have not affected the normal production and operation of the company.
2、 Risk control measures, risk disposal plan and implementation of financial cooperation between the company and Fosun finance company
The financial service agreement signed between the company and Fosun finance company clearly stipulates the capital risk control measures. In addition, in order to effectively prevent, timely control and resolve the future deposit risks of the company and its subsidiaries within the scope of consolidated statements in Fosun finance company, and maintain capital safety, the company assigned special personnel to collect information, urge Fosun finance company to provide relevant information in time, pay attention to the operation of Fosun finance company, and timely understand the information from the regulatory department, so as to ensure that the information monitoring is in place and the risk prevention is effective. The company checked the financial license, business license and other documents of Fosun finance company, consulted the financial reports of Fosun finance company, including balance sheet, income statement and cash flow statement, and evaluated the business qualification, internal control system construction, business and risk status and operation of Fosun finance company, And prepared Nanjing Iron & Steel Co.Ltd(600282) report on continuous risk assessment of deposits and loans associated with Shanghai Fosun High Tech Group Finance Co., Ltd.
The company believes that Fosun finance company has legal and effective financial license and business license of enterprise legal person, and has established a relatively complete and reasonable internal control system, which can better control risks. Fosun finance company operates in strict accordance with the provisions of the measures for the administration of enterprise group financial companies (CBRC order (2004) No. 5) of the CBRC, and all regulatory indicators meet the requirements of Article 34 of the measures. According to the understanding and evaluation of the basic situation, internal control system, operation management and risk management of Fosun finance company, it is not found that there are major defects in the risk control system related to the financial statements, such as capital, credit, investment, audit, information management and so on.
3、 Information disclosure of relevant matters
On December 5, 2020, the company disclosed the announcement of Nanjing Iron & Steel Co.Ltd(600282) on the expected daily connected transactions in 2021; On December 22, 2020, the fourth extraordinary general meeting of the company in 2020 reviewed the signing of relevant agreements between the company and Fosun finance company, pricing policies and the estimated amount of related party transactions in 2021.
On December 16, 2021, the company disclosed the announcement of Nanjing Iron & Steel Co.Ltd(600282) on the estimated daily connected transactions in 2022; On December 31, 2021, the fourth extraordinary general meeting of the company in 2021 reviewed the signing of relevant agreements between the company and Fosun finance company, pricing policies and the estimated amount of related party transactions in 2022.
4、 Independent financial consultant’s verification opinions on the implementation of financial service cooperation and related party transactions between the company and Fosun finance company in 2021
The independent financial adviser believes that the financial cooperation and related party transactions between the company and Fosun finance company strictly comply with the relevant regulations of China Securities Regulatory Commission, Shanghai Stock Exchange and other regulatory institutions. The responsibilities of risk control measures and risk disposal plans are clear, the measures are in place, sufficient and feasible, which can effectively prevent and resolve risks and maintain the capital safety of the company’s deposits in Fosun finance company, Safeguard the interests of the company and minority shareholders; The Nanjing Iron & Steel Co.Ltd(600282) report on continuous risk assessment of deposits and loans associated with Shanghai Fosun High Tech Group Finance Co., Ltd. formulated by the company makes a comprehensive, objective and true analysis of Fosun finance company, which reflects the actual situation of Fosun finance company; Necessary deliberation procedures have been implemented for relevant matters, and relevant information disclosure is true, accurate, complete and timely.
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Financial sponsor:
Zhang Yiyu Weijun
Guotai Junan Securities Co.Ltd(601211) mm / DD / yyyy
