Citic Securities Company Limited(600030)
About China National Gold Group Gold Jewellery Co.Ltd(600916)
Verification opinions on the prediction of daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of China National Gold Group Gold Jewellery Co.Ltd(600916) (hereinafter referred to as ” China National Gold Group Gold Jewellery Co.Ltd(600916) ” or “company”) for initial public offering and listing of shares, in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shanghai Stock Exchange and other laws and regulations, The expected events of the company’s daily related party transactions are verified as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 7, 2022, China National Gold Group Gold Jewellery Co.Ltd(600916) respectively held the 23rd Meeting of the first board of directors and the 14th meeting of the first board of supervisors, deliberated and adopted the proposal on expected daily connected transactions in 2022. The related directors avoided voting, and the non related directors present at the meeting voted unanimously to pass the proposal.
The independent directors of the company have expressed their prior approval opinions on the proposal and expressed their independent opinions with explicit consent at the board of directors.
Prior approval opinion: the expected events of the company’s daily related party transactions are required by the company’s daily operation and development. The transaction price shall be determined by both parties through consultation with reference to the market price, following the principle of equality and voluntariness, and there is no damage to the interests of the company and shareholders, especially small and medium-sized shareholders. Therefore, we agree to submit the proposal to the 23rd Meeting of the first board of directors for deliberation.
Independent opinion: after verification, we believe that the expected events of the company’s daily related party transactions are based on the needs of the company’s normal production, operation and business development. The transaction price is determined by both parties through consultation with reference to the market price and follows the principle of equality and voluntariness. It will not have an adverse impact on the company’s financial status and operating results, and there is no situation that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, The company will not form significant dependence on related parties due to the above related party transactions, which will not affect the independence of the company. When the board of directors of the company deliberated the proposal, the related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations.
The audit committee of the board of directors of the company considered and approved the proposal and issued a written opinion. It believed that the expected events of the company’s daily related party transactions were based on the needs of the company’s normal production, operation and business development, and the transaction price was determined by both parties through consultation with reference to the market price, following the principle of equality and voluntariness. There was no damage to the interests of the company and all shareholders and did not affect the independence of the company.
The board of supervisors believes that the expected events of the company’s daily related party transactions are necessary for the company to carry out daily business activities, follow the principle of equality and voluntariness, and there is no situation that damages the interests of the company and non related shareholders, affects the independence of the company, and causes the company to form significant dependence on related parties due to the above related party transactions. The expected matters of this daily connected transaction need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting. (II) prediction and implementation of the previous daily connected transactions
1. Purchase goods, materials, equipment or accept labor services from related parties
Unit: 10000 yuan
Nature of transaction related party transaction content estimated amount in 2021 actual amount in 2021
Henan Zhongyuan Gold Smelter Co., Ltd. purchases goods 36.00 45.45 company
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Property Management Co., Ltd. accepts labor services 431.89 483.74
China National Gold Group Gold Jewellery Co.Ltd(600916) newspaper accepts labor 0.57 3.00
Purchase of labor services received by Sanmenxia Zhongjin Hotel Co., Ltd. from related parties 1.78 – goods or labor
7.55 5.36 labor services accepted by China National Gold Group Gold Jewellery Co.Ltd(600916) Henan Co., Ltd
Henan Sanmenxia gold industry school accepts Labor Services – 0.85
JD group received labor 348.26 643.44
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Sichuan Co., Ltd. receives labor services 30.00 99.62
Total – 856.05128146
2. Selling goods, materials, equipment or providing labor services to related parties
Unit: 10000 yuan
Transaction nature related party transaction content 2021 estimated actual amount in 2021
JD group sells goods 160 Ping An Bank Co.Ltd(000001) 6464270, sells goods 5.30 3.70 or provides labor services to the related party seller China National Gold Group Gold Jewellery Co.Ltd(600916) newspaper
Goods sold by China National Gold Group Gold Jewellery Co.Ltd(600916) Group Co., Ltd. 7.90 27.83
Nature of transaction related party transaction content 2021 expected 2021 actual
Amount incurred
China National Gold Group Gold Jewellery Co.Ltd(600916) group Jiangxi Jinshan mining sales commodities – 1.77
limited company
Henan Sanmenxia gold industry school sells goods – 1.98
Commodities sold by CICC (Xi’an) Investment Development Co., Ltd. – 3.04
department
China National Gold Group Gold Jewellery Co.Ltd(600916) group Inner Mongolia mining has sales commodities – 7.88
Limited company
Henan Zhongyuan Gold Smelter Co., Ltd. sells goods – 37.52
Ren company
Total – 1 Chongqing Brewery Co.Ltd(600132) 016472642
In 2021, the market recovered and the number of customers increased significantly, resulting in the sales of JD self operated stores of 1646427000 yuan in 2021, exceeding the expected amount of related party transactions.
3. Other related party transactions
(1) Other related party transactions – lessee
Unit: 10000 yuan
Name of lessor type of leased assets 2021 expected 2021
Amount actual amount
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Co., Ltd. Beijing housing 184874184874
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Shanghai Co., Ltd. Shanghai housing 347.68-
China National Gold Group Gold Jewellery Co.Ltd(600916) group (Shanghai) Trading Co., Ltd. Shanghai Housing – 338.11
China National Gold Group Gold Jewellery Co.Ltd(600916) Henan Co., Ltd. Henan housing 57.14 57.14
Jiangsu Housing Group Co., Ltd
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Technology Co., Ltd. Beijing housing 12.26 11.03
China National Gold Group Gold Jewellery Co.Ltd(600916) Group Sichuan Co., Ltd. Sichuan housing 326.42 238.67
Total – 263482253510
The large difference between the last estimated amount of China National Gold Group Gold Jewellery Co.Ltd(600916) Group Shanghai Co., Ltd. and China National Gold Group Gold Jewellery Co.Ltd(600916) group (Shanghai) Trading Co., Ltd. and the actual amount of the previous year is mainly due to the replacement of the contract subject.
(2) Other related party transactions – financial business
Unit: 10000 yuan
Category of connected transactions: estimated amount and actual amount of connected persons in 2021
Category of connected transactions: estimated amount and actual amount of connected persons in 2021
Average daily deposit balance in financial company of related party China National Gold Group Gold Jewellery Co.Ltd(600916) Group Finance Co., Ltd. ≤ 500 China Vanke Co.Ltd(000002) 5151240
Average daily loan balance of financial companies of related parties China National Gold Group Gold Jewellery Co.Ltd(600916) Group Finance Co., Ltd. ≤ 50000000-
Interest charged on deposits with financial companies of related parties China National Gold Group Gold Jewellery Co.Ltd(600916) Group Finance Co., Ltd. 3 China Vanke Co.Ltd(000002) 34002
Loan interest paid to finance company of related party China National Gold Group Gold Jewellery Co.Ltd(600916) Group Finance Co., Ltd. 200000-
Interest paid to related parties (entrusted loan) China National Gold Group Gold Jewellery Co.Ltd(600916) Group Co., Ltd. —
On the average daily loan balance of the financial company of the related party and the loan interest paid to the financial company of the related party
The large difference between the estimated amount and the actual amount of the previous year is mainly due to the failure to carry out relevant business.
(III) estimated amount and category of daily connected transactions
1. Purchasing raw materials, materials, equipment and receiving labor services from related parties
Unit: 10000 yuan
2022
Year beginning to March
At the end of 2022 and 2021
Nature of transaction the ratio of the estimated business of the related party in the transaction to the actual business of the related party
Rong Lian transaction
