Dongxing Securities Corporation Limited(601198)
About Xinxiang Richful Lube Additive Co.Ltd(300910)
Verification opinions on the prediction of daily connected transactions in 2022
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as " Dongxing Securities Corporation Limited(601198) " and "recommendation institution") as the recommendation institution and continuous supervision institution of Xinxiang Richful Lube Additive Co.Ltd(300910) (hereinafter referred to as " Xinxiang Richful Lube Additive Co.Ltd(300910) " and "the company") for initial public offering of shares and listing on the gem, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - recommendation business The Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem and other relevant provisions have carefully verified the daily connected transactions in Xinxiang Richful Lube Additive Co.Ltd(300910) 2022. The specific verification conditions and verification opinions are as follows: I. Basic Information of daily connected transactions
(I) overview of daily connected transactions
Xinxiang Richful Lube Additive Co.Ltd(300910) according to the needs of the company's business development and daily operation, the company expects to purchase no more than 23 million yuan of raw materials from related parties and sell no more than 101 million yuan of products to related parties in 2022. In 2021, the total amount actually incurred by the company in purchasing raw materials from related parties was 3.4718 million yuan, and the total amount actually incurred in selling products to related parties was 479246 million yuan. The details are as follows:
The seventh meeting of the third board of directors and the seventh meeting of the third board of supervisors held on April 8, 2022 considered the proposal on the prediction of daily connected transactions in 2022, and the connected directors Li Rui and Huang Maosheng avoided voting. Among them, the seventh meeting of the third board of directors deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 7 affirmative votes, 0 negative votes and 0 abstention votes; The seventh meeting of the third session of the board of supervisors deliberated and adopted the proposal on the prediction of daily connected transactions in 2022 with 3 affirmative votes, 0 negative votes and 0 abstention votes.
In accordance with the relevant regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the relevant provisions of the articles of association and the management system of connected transactions, the expected matters of daily connected transactions in 2022 shall be submitted to the shareholders' meeting of the company for deliberation after being deliberated and approved by the board of directors of the company.
(II) estimated daily related party transactions and categories
Related party transaction related party transaction related party transaction contract signing amount as of March 2022, the amount of related party content pricing principle amount or estimated amount incurred on the 31st of the previous year (10000 yuan) (10000 yuan)
Yangzi Petrochemical BASF Co., Ltd. polyisobutylene market price 1200215.30 Ren company
Purchase of raw materials from related party shareholder China Petroleum & Chemical Corporation(600028) group capital
The final controller of purchasing raw materials Co., Ltd. controls other units with the purchase market price of 1100 9.73 131.88
Subtotal 2300 9.73 347.18
China Petroleum & Chemical Corporation(600028) Lubricating Oil Co., Ltd. lubricating oil additive bidding price 10 Hunan Development Group Co.Ltd(000722) .29 527.73 and its branches and holding subsidiaries additive
Add lubricating oil to the affiliated shareholder China Petroleum & Chemical Corporation(600028) group capital
The final controller of sales Products Co., Ltd. controls other units with the bidding price of 100 14.87426473
Subtotal 10100737.16479246
Note: the previous year's income of other units controlled by the ultimate controller of China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd
The amount incurred includes Shanghai Hairun additives Co., Ltd.
(III) actual occurrence of related party transactions in the previous year
Expected actual amount
Related party transactions related party related party transactions actual amount (10000 yuan in the same amount and the category capacity on the expected disclosure date (10000 yuan) yuan) business proportion, amount difference and index (%) (%)
Shanghai Hairun Additive Co., Ltd. lubricating oil 0.00 500 0 -100.00
See the company for details
Yangzi Petrochemical BASF you polyisobutylene 215.303300 3.58 - 93.48 purchased raw materials from the related person limited liability company on January 19, 2021 The final control catalyst of cninfo Co., Ltd. and other units controlled by the manufacturer disclosed on the website 131.88 400 0.25 - 67.03
Subtotal 347.184200 - 91.73% announcement of daily Affiliated Shanghai Hairun additives Co., Ltd. adding 3963289500 3.98 - 58.28 transaction expected agent in 2021
Add lubricating oil to the affiliated shareholder China Petroleum & Chemical Corporation(600028) group (the final control agent No. 829.18 500 0.83 65.84 of the company: 2021 - other units controlled by the manufacturer 003)
Subtotal 47924610000 -52.08
The actual performance of the company's daily related party transactions in 2021 is different from the original estimated amount. The actual amount of related party procurement is lower than the planned amount. The main reason is that the company's self-produced products gradually meet the requirements of subsequent production If there is expected to be a large difference, it indicates that the import or other procurement channels are more competitive, so the procurement from related parties is reduced; The actual sales amount of related parties is less than the planned amount, mainly due to the great changes in the market environment outside China in 2021
In response to changes in the market environment, the company implemented the transformation of sales structure
To.
The difference is mainly affected by the fluctuation of market and industry demand, the change of supply and demand in the industrial chain and the development needs of the enterprise itself. According to the principle of fair competition in the market, the company adjusted its business cooperation in time, which will not have a significant impact on the company's daily operation and performance, There are no circumstances that harm the interests of the company and small and medium-sized investors.
After verification, the board of directors of the company's explanation of the actual occurrence of daily connected transactions in 2021 and the difference between the actual occurrence of daily connected transactions and the prediction of the independent directors of the company are consistent with the actual situation of the company. If there is a large difference from the prediction, the daily connected transactions that have occurred in 2022 are fair and reasonable and do not harm the interests of the company and other non related party shareholders.
Note: as the shareholder China Petroleum & Chemical Corporation(600028) group Capital Co., Ltd. is the ultimate controller Petrochina Company Limited(601857) Chemical Group Co., Ltd
There are a large number of other units under joint ownership, joint venture and joint venture, and the company may purchase from some of them according to business needs
It is difficult to disclose all the related party information of possible transactions one by one, so the expected transaction amount is RMB 3 million
The single related person above and reaching 0.5% of the audited net assets of the company in the previous year shall be listed separately; Expected to be associated with a single person
Other related persons whose transaction amount is less than 0.5% of the audited net assets of the company in the previous year shall be measured by the same actual controller
Consolidated presentation.
2、 Related person introduction and relationship
(I) Yangzi Petrochemical BASF Co., Ltd
1. Basic information
Unified social credit Code: 91320 Berry Genomics Co.Ltd(000710) 939573x
Registered address: No. 266, ethylene Road, Liuhe District, Nanjing
Legal representative: Gu Yuefeng
Registered capital: 127038 million yuan
Business scope: production, wholesale, import and export of hazardous chemicals (according to the scope of approval and license)
Operation), power business. Production, wholesale, import and export, storage, R & D, engineering and technology of chemical products
Service. Production and sales of feed additives; Provide cargo handling and warehousing services in the port area. (required by law)
The approved projects can only be carried out after being approved by relevant departments
2. Key financial data
The main financial data of the latest period are as follows:
Unit: million yuan
Project December 31, 2021
Total assets 21664
Net assets 18949
Operating income 27499
