China Industrial Securities Co.Ltd(601377)
About Elite Color Environmental Resources Science&Technology Co.Ltd(002998)
Verification opinions on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022
China Industrial Securities Co.Ltd(601377) (hereinafter referred to as " China Industrial Securities Co.Ltd(601377) " or "sponsor") as a sponsor of Elite Color Environmental Resources Science&Technology Co.Ltd(002998) (hereinafter referred to as " Elite Color Environmental Resources Science&Technology Co.Ltd(002998) " or "company") for initial public offering and listing of shares, in accordance with the administrative measures for securities issuance and listing sponsor business and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) According to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board and self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 - recommendation business, the implementation of daily connected transactions in Elite Color Environmental Resources Science&Technology Co.Ltd(002998) 2021 and the expected daily connected transactions in 2022 were checked, and the verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) actual occurrence of daily connected transactions in 2021
The actual occurrence of related party transactions in the company's daily operation in 2021 is as follows:
Unit: 10000 yuan
Related party transactions are subdivided according to the category of products or the actual amount in 2021 and the expected actual amount in 2021. The difference between the total amount of related parties and the expected amount (%)
Purchasing materials: Suzhou Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905) Materials Technology Co., Ltd. 144.07 300.00 - 51.98%
Purchase raw materials from the related party Xinfengming Group Co.Ltd(603225) Group Huzhou Jones Tech Plc(300684) - 200.00 - 100.00%
Material (note) Zhejiang Xinfengming Group Co.Ltd(603225) Chemical Fiber Co., Ltd. 795.46 500.00 59.09%
Subtotal 795.46 700.00 13.64%
Total 939.53100000 -6.05%
The actual purchase amount from Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905) of the company is quite different from the estimated purchase amount. The board of directors of the company's actual situation of daily related party transactions is different from the forecast, which is mainly due to the company's purchase according to the changes of market demand. If applicable, it is a normal business behavior of enterprises.
The actual purchase amount of the company from Xinfengming Group Co.Ltd(603225) as a whole slightly exceeds the estimated purchase amount, mainly due to the company
Related party transactions are subdivided according to the category of products or the actual amount in 2021 and the expected actual amount in 2021. The difference between the total amount of related parties and the expected amount (%)
Purchasing according to the changes of market demand is a normal business behavior of enterprises. The transaction price is determined according to the market price, and there is no situation that damages the interests of the company and its shareholders.
We believe that it is a normal business behavior for the company to purchase and purchase the actual situation of daily related party transactions according to the changes of market demand. If there is a large difference in the transaction price (if applicable), it is determined according to the market price, and there is no damage to the interests of the company and its shareholders.
Notes: 1. Notes: 1. Notes: 1. Zhejiang Xinfengming Group Co.Ltd(603225) itis used in the production of regenerated fiber.
2. The reason why the company is associated with Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905) , Xinfengming Group Co.Ltd(603225) and their subsidiaries is the existence of the same independent director Dai Lixing. For details, see "II. (II) associated relationship with listed companies" in this report. Dai Lixing, an independent director of the company, resigned on November 15, 2021. From January to November, 2021, the actual purchase amount of the company from Xinfengming Group Co.Ltd(603225) as a whole was 6.9646 million yuan.
(II) estimated daily related party transactions of the company in 2022
The daily related party transactions between the company and its holding subsidiaries and related parties in 2022 are expected to be as follows:
Unit: 10000 yuan
Category of related party transaction related party transaction content estimated amount in 2022 and actual amount in 2021
Suzhou Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905) material science and technology unit purchasing materials 300.00 144.07
Co., Ltd
Purchase Zhejiang Xinfengming Group Co.Ltd(603225) Chemical Fiber Co., Ltd. from related parties
Raw materials procurement division
Xinfengming Group Co.Ltd(603225) Group Huzhou zhongshike 800.00 795.46
Technology Co., Ltd
2、 Related person introduction and relationship
(I) basic information
1. Company name: Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905) (listed company)
Stock Code: Poly Plastic Masterbatch (Suzhou) Co.Ltd(300905)
Legal representative: Xu Yiming
Registered capital: 144000000 yuan
Unified social credit Code: 913205077439440375
Date of establishment: December 13, 2002
Registered address: Shiqiao village, Beiqiao Town, Xiangcheng District, Suzhou
Business scope: R & D and production: plastics, chemical fiber color masterbatch, functional masterbatch and new materials; Sell the products produced by the company (those involving licensed operation shall be operated with license); Self operated and acting as an agent for the import and export of various commodities and technologies (except for the commodities and technologies restricted or prohibited by the state).
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Company name: Zhejiang Xinfengming Group Co.Ltd(603225) Chemical Fiber Co., Ltd
Legal representative: zhangxuefeng
Registered capital: 13 million yuan
Unified social credit Code: 91330483717696762h
Date of establishment: August 20, 1999
Registered address: Linhang Economic Zone, zhouquan Town, Tongxiang City, Jiaxing City, Zhejiang Province
Business scope: general items: processing and disposal of non-metallic wastes and debris; Paper products manufacturing; Sales of paper products; Plastic products manufacturing; Sales of plastic products; Manufacturing of wooden containers; Sales of wooden containers; General equipment repair (except for the items that must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: import and export of goods; Technology import and export; Printing of packaging and decoration prints (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
3. Company name: Xinfengming Group Co.Ltd(603225) Group Huzhou Jones Tech Plc(300684) Co., Ltd
Legal representative: Guan Yongyin
Registered capital: 4580000000 yuan
Unified social credit Code: 913305 Wuhan Department Store Group Co.Ltd(000501) 1214xl
Date of establishment: July 15, 2012
Registered address: No. 777, Jinlin Road, Donglin Town, Wuxing District, Huzhou City, Zhejiang Province
Business scope: production and sale of low carbon super simulation fiber, high strength paper tube, EPS foam packaging material, research and development of differential fiber, wholesale of chemical fiber, import and export of goods and technologies, acetaldehyde production, steam production and sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(II) relationship with listed companies
Independent director of the independent director of the company independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the independent director of the listed company of the listed company of the listed company of the listed company of the listed company of the listed company, Zhejiang 603 Xinfengming Group Co.Ltd(603225) \ Chemical Fiber Co., Ltd. and Xinfengming Group Co.Ltd(603225) Group Huzhou Jones Tech Plc(300684) Co., Ltd. are related.
(III) performance capability analysis
The above-mentioned related parties continue to operate according to law, the company has normal production and operation, good financial status and credit status, and has relevant payment and performance ability. The relevant related party transactions are required for normal operation and production, the pricing is fair, and there is no major uncertainty in its performance ability.
3、 Main contents of related party transactions
(I) pricing policy and basis
The related party transactions between the company and the above related parties shall be determined by both parties through negotiation on the basis of market fair price. Related party transactions follow the principles of fairness, impartiality and openness, and there is no situation that damages the interests of the company and its shareholders.
(II) related party transaction agreement
The related party transaction agreement shall be signed by both parties within the expected amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily connected transactions between the company and the above-mentioned affiliated enterprises are an important part of the company's production and business activities, and have a positive impact and great significance on the orderly development of the company's daily production and operation. The above daily related party transactions will be conducted on the basis of fairness and mutual benefit. The pricing principle is based on the market price, which has no adverse impact on the company's production and operation, does not damage the interests of the company's shareholders and affects the independence of the company.
5、 Decision making procedures for the performance of related party transactions
(I) board of directors
On April 13, 2022, the second meeting of the third board of directors of the company deliberated and approved the proposal on confirming the implementation of the company's daily connected transactions in 2021 and the proposal on predicting the company's daily connected transactions in 2022. Related directors have avoided voting on this.
(II) board of supervisors
On April 13, 2022, the second meeting of the third board of supervisors deliberated and adopted the proposal on confirming the implementation of the company's daily connected transactions in 2021 and the proposal on predicting the company's daily connected transactions in 2022.
(II) opinions of independent directors
1. Prior approval of independent directors
The independent directors carefully reviewed the proposal on confirming the implementation of the company's daily connected transactions in 2021 and the proposal on predicting the company's daily connected transactions in 2022 and other relevant materials provided by the company, and understood the relevant matters with the company's management and audit institution. The above related party transactions are priced and settled based on the market price, follow the principle of fairness and reasonableness, do not damage the interests of the company and shareholders, will not have an adverse impact on the current and future financial status, operating results and cash flow of the company, will not have an adverse impact on the independence of the company, and the company's business will not rely on related parties due to the above related party transactions. The independent directors agreed to submit the above proposal to the second meeting of the third board of directors for deliberation, and the related directors avoided voting. 2. Independent opinions expressed by independent directors
During the reporting period, the related party transactions that have occurred and are being performed by the company are based on the actual situation of the company and meet the needs of the company's development; The price of related party transactions is reasonable, in line with the interests of the company and all shareholders, and there is no damage to the interests of the company and shareholders; The company's decision-making procedures for related party transactions comply with the relevant laws and regulations such as the company law and the securities law, as well as the relevant provisions of the articles of association and the measures for the administration of related party transactions. It is agreed that the company will confirm the above related party transactions and submit this proposal to the board of directors for deliberation.
6、 Verification opinions of sponsor
The recommendation institution has carefully checked the execution of the above-mentioned daily connected transactions in Elite Color Environmental Resources Science&Technology Co.Ltd(002998) 2021 and the expected matters of daily connected transactions in 2022, reviewed the proposals, resolutions and other relevant materials involved in the connected transactions, and the recommendation institution recognizes that
