Citic Securities Company Limited(600030)
About Ningbo Ronbay New Energy Technology Co.Ltd(688005)
Verification opinions on the expected events of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter collectively referred to as “sponsor”) as a sponsor of initial public offering and listing of Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “company”, ” Ningbo Ronbay New Energy Technology Co.Ltd(688005) ” or “issuer”), in accordance with the company law of the people’s Republic of China, the Securities Law of the people’s Republic of China, the administrative measures for securities issuance and listing sponsor business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020) and other laws Administrative regulations, departmental rules and business rules have carefully verified the estimated amount of daily connected transactions in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022, as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 28, 2022, Ningbo Ronbay New Energy Technology Co.Ltd(688005) (hereinafter referred to as “the company” and ” Ningbo Ronbay New Energy Technology Co.Ltd(688005) “) held the 11th meeting of the second board of directors and the 8th meeting of the second board of supervisors, which respectively deliberated and adopted the proposal on confirming the company’s connected transactions in 2021 and predicting the daily connected transactions in 2022. The estimated amount of the daily connected transactions was 78 million yuan, and the connected director Liu xianglie avoided voting, The non affiliated directors present at the meeting unanimously agreed to the proposal. The independent directors of the company expressed their independent opinions approved and agreed in advance on the above-mentioned proposal.
The expected matters of this daily connected transaction still need to be approved by the company’s 2022 annual general meeting of shareholders, and the connected shareholders must avoid voting at the general meeting of shareholders.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan currency: RMB
Proportion of the annual amount of related party transactions of the same type to the actual amount of related party transactions of the previous year (%) Reasons for large difference in amount
The demand for TMR 780000/316.47294584 1.81 increased, and the expected purchase of Lianren Zhuzhou increased
Transactions in the same category from the beginning of this year to the current estimated amount of the same category (%) Reasons for large difference in amount
Buy Club plus
raw material
Note: in this verification opinion, “TMR Co., Ltd.” is the abbreviation of “town mining resource Co., Ltd.”. (III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan currency: RMB
Reasons for the large difference between the actual estimated amount of the previous year (previous) and the accrued amount of related parties of the actual connected transaction category
Purchase of original TMR 62 Shenzhen Special Economic Zone Real Estate&Properties (Group).Co.Ltd(000029) 4584 purchase strategy adjustment Materials Co., Ltd. from related parties
2、 Basic information and relationship of related parties
(I) basic information of related parties
Trade name: Town mining resource Co., Ltd. (Korean: payment for payment)
Legal Person Registration No.: 17 Jiangsu Hengli Hydraulic Co.Ltd(601100) 85222
Date of establishment: September 13, 2013
80000000 authorized shares
Headquarters location: 132-22, road 3, Guiwei Industrial Park, North Qingshang Road (shimeidong)
1. Develop, manufacture, process and sell compounds related to secondary battery materials;
2. Import and export business and agency business of compounds related to secondary battery materials;
Business purpose 3. Export and processing of recycled materials;
4. Industrial waste resource recycling business;
5. Services related to the above businesses and all incidental businesses
Major shareholders jaese Energy Co., Ltd. and town Mining Co., Ltd. each hold 50% of their shares
By the end of 2021, the total assets were RMB 498451 million and the net assets were RMB
The main financial data is 372574 million yuan, the operating income is 1390365 million yuan and the net profit is RMB
8.7144 million yuan (audited)
(II) relationship with listed companies
The company indirectly holds 50% equity of TMR Co., Ltd. through its wholly-owned subsidiary jaese Energy Co., Ltd., and town Mining Co., Ltd. holds the remaining 50% equity of TMR Co., Ltd.
Neither the company nor town Mining Co., Ltd. has absolute control over TMR Co., Ltd., and neither can independently control its production and operation and major decisions. Liu xianglie, director and general manager of the company, is a director of TMR Co., Ltd.
(III) performance capability analysis
TMR Co., Ltd. exists in accordance with the law, with good financial indicators and sustained and stable operation; According to the implementation of similar related party transactions in the early stage, the company purchases raw materials from TMR Co., Ltd., which can provide corresponding commodities in accordance with the relevant contracts, and the implementation of the contract is good. The company will sign relevant contracts or agreements with relevant related parties on the daily related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, and the performance is guaranteed by law. At the same time, the company will continue to pay close attention to the performance ability of related parties. In case of major adverse changes, the company will take timely measures to safeguard the rights and interests of the company and shareholders.
3、 Main contents of daily related party transactions
The company expects that the raw materials purchased from TMR Co., Ltd. in 2022 are nickel cobalt manganese mixed solutions. After mixing with other metal salts according to the required proportion, the company can be used to produce battery materials such as precursors. The company and TMR Co., Ltd. determine the product transaction unit price according to the unit content proportion of nickel, cobalt and manganese in each batch of nickel, cobalt and manganese mixture traded, and with reference to the average prices of nickel on the London Metal Exchange (LME) and cobalt and manganese on the London metal guide (LMB) in the month before the transaction. The company and TMR Co., Ltd. determine the product transaction unit price according to the proportion of unit cobalt content in each batch of cobalt sulfate solution traded and with reference to the average price of LMB cobalt in the month before the transaction. The company will sign corresponding contracts or agreements with TMR Co., Ltd. according to the business development. 4、 Purpose of daily connected transactions and its impact on Listed Companies
The related party transactions between the company and TMR Co., Ltd. are priced with reference to the international metal quotation, and the transaction price is fair; The company’s purchase of raw materials from TMR Co., Ltd. is necessary for its own production and operation, and also reflects the industrial chain synergy generated by the company’s investment in TMR Co., Ltd. such related party transactions are necessary and reasonable; The amount of raw materials purchased by the company from TMR Co., Ltd. accounts for a small proportion of the company’s similar businesses, and the company does not have significant dependence on TMR Co., Ltd.
To sum up, the above related party transactions of the company are transactions required for the normal production and operation of the company, regular and continuous related party transactions between the company and related parties, normal and legal economic behavior between the company and related parties, conducive to the normal operation of the company and in line with the interests of the company and all shareholders. The price of related party transactions between the company and related parties follows the principles of fairness, openness and impartiality, and does not harm the interests of the company and minority shareholders. The daily connected transaction will not have a significant impact on the company’s production and operation, and its transaction behavior will not affect the independence of the company’s main business. Therefore, the company will not form a large dependence on connected parties.
5、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The above-mentioned estimated amount of daily connected transactions in 2022 has been deliberated and approved at the 11th meeting of the second board of directors and the 8th meeting of the second board of supervisors of the company, the connected directors have avoided voting, and the independent directors have issued their prior approval opinions and agreed independent opinions on the proposal. The decision-making procedures of the above related party transactions are in line with the provisions of relevant laws, regulations and the articles of association.
The above estimated daily related party transactions of the company are necessary for the company to carry out daily business activities, do not damage the interests of the listed company and non related shareholders, will not affect the independence of the listed company, and the listed company will not rely on related parties due to such transactions.
To sum up, the recommendation institution agrees with the above estimated amount of daily connected transactions in Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022. (no text below)
(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on the expected events of Ningbo Ronbay New Energy Technology Co.Ltd(688005) 2022 daily connected transactions) the sponsor representative:
Xu Xin, Gao ruoyang
