Guotai Junan Securities Co.Ltd(601211)
About Hangzhou Juheshun New Material Co.Ltd(605166)
Verification opinions on increasing daily connected transaction limit
Guotai Junan Securities Co.Ltd(601211) (hereinafter referred to as " Guotai Junan Securities Co.Ltd(601211) " and "sponsor") as the sponsor of Hangzhou Juheshun New Material Co.Ltd(605166) (hereinafter referred to as " Hangzhou Juheshun New Material Co.Ltd(605166) " and "company") to publicly issue A-share convertible corporate bonds, the continuous supervision of the company's initial public offering of shares is undertaken by Guotai Junan Securities Co.Ltd(601211) in accordance with relevant regulatory provisions.
According to the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange and the guidelines for the continuous supervision of listed companies of Shanghai Stock Exchange, the recommendation institution has verified the increase of daily connected transaction quota of Hangzhou Juheshun New Material Co.Ltd(605166) this time, as follows:
1、 Overview of related party transactions
On October 8, 2021, Hangzhou Juheshun New Material Co.Ltd(605166) the 19th meeting of the second board of directors deliberated and approved the daily related party transactions of no more than 58 million yuan between October 2021 and November 2021 with Yankuang coal chemical supply and Marketing Co., Ltd. (hereinafter referred to as "coal chemical supply and marketing"), the related party of Yankuang Lunan Chemical Co., Ltd. (hereinafter referred to as "Yankuang Luhua").
Hangzhou Juheshun New Material Co.Ltd(605166) the 21st Meeting of the second board of directors was held on November 25, 2021 and the first extraordinary general meeting of shareholders in 2021 was held on December 13, 2021. The proposal on increasing the daily connected transaction limit was reviewed and approved, and the daily connected transaction limit was agreed to be increased. After the quota is increased, Hangzhou Juheshun New Material Co.Ltd(605166) will have daily related party transactions from October 2021 to January 2022, with a total amount of no more than 208 million yuan.
Hangzhou Juheshun New Material Co.Ltd(605166) it is expected that daily connected transactions with Yankuang Luhua and coal chemical supply and marketing will continue from February 2022 to April 2022, and the daily connected transaction quota needs to be increased. After the daily amount of connected transactions is increased, it is estimated that the total amount of connected transactions to be signed in Hangzhou Juheshun New Material Co.Ltd(605166) from October 2021 to April 2022 will not exceed 520 million yuan. After deducting the amount of signed orders in 2021, it is estimated that the total amount of orders to be signed for related transactions from January to April 2022 will not exceed 418.2272 million yuan.
According to the announcement of Hangzhou Juheshun New Material Co.Ltd(605166) , Hangzhou Juheshun New Material Co.Ltd(605166) the increase of daily related party transaction quota is due to the need of the company to purchase raw materials from Yankuang Luhua and its related parties from January to April 2022; Hangzhou Juheshun New Material Co.Ltd(605166) at the disclosure stage of the 2021 annual report, the amount of daily related party transactions to be incurred with Yankuang Luhua, coal chemical supply and marketing or other related parties of Yankuang Luhua in the whole year of 2022 will be estimated, and the relevant proposals will be submitted to the board of directors and the 2021 annual general meeting for deliberation.
2、 Basic information of increasing daily connected transaction limit
(I) review procedures for increasing the performance of daily connected transaction quota
On January 7, 2022, the 22nd Meeting of the second board of directors of the company considered the matter of increasing the amount of connected transactions, and the connected directors Fu Changbao and Mao Xinhua avoided voting. The board of directors of the company agreed to increase the daily connected transaction quota with Yankuang Luhua and coal chemical supply and marketing. After the increase, the daily connected transaction quota is expected to be no more than 520 million yuan from October 2021 to April 2022; Agree to authorize the management to handle specific matters related to daily connected transactions within the above estimated amount. The independent directors of the company issued independent opinions recognized and agreed in advance. On the same day, the 17th meeting of the second board of supervisors of the company considered and agreed to increase the daily amount of connected transactions. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
The total amount of daily connected transactions to be added this time shall not exceed 312 million yuan. Since Hangzhou Juheshun New Material Co.Ltd(605166) has not disclosed the annual report of 2021, according to the annual report of Hangzhou Juheshun New Material Co.Ltd(605166) 2020, the total amount of daily connected transactions to be added this time will exceed 5% of the company's audited net assets attributable to the shareholders of the parent company in 2020, which shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) daily related party transactions in 2021
As of December 31, 2021, the total amount of signed orders between the company and Yankuang Luhua and its related party coal chemical supply and marketing in 2021 was 101.7728 million yuan (including tax price).
(III) increase of daily connected transaction quota
It is proposed to increase the amount of daily related party transactions for purchasing raw materials to no more than RMB 520 million. It is proposed to extend the procurement period to April 2022. After deducting the signed contract amount in 2021, it is expected that the total amount of daily related party transactions from January to April 2022 will not exceed RMB 418227200. The situation before and after the increase of daily connected transaction limit is as follows:
Pricing principle of related party related party transactions the amount of related party transactions that have been transacted by the previous board of directors (the second board of directors) as of December 31 of the 21st board of directors after this increase in 2021
(meeting) total amount of signed orders considered
degree
Referring to the market, from October 2021 to October 2022, from October 2021 to 2022, Yankuang Luhua and the price negotiation of purchased raw materials did not exceed 101.7728 million in January and 520 million in April
According to the announcement of Hangzhou Juheshun New Material Co.Ltd(605166) , Hangzhou Juheshun New Material Co.Ltd(605166) the increase of daily related party transaction quota is due to the need of the company to purchase raw materials from Yankuang Luhua and its related parties from January to April 2022; Hangzhou Juheshun New Material Co.Ltd(605166) at the disclosure stage of the 2021 annual report, the amount of daily related party transactions to be incurred with Yankuang Luhua, coal chemical supply and marketing or other related parties of Yankuang Luhua in the whole year of 2022 will be estimated, and the relevant proposals will be submitted to the board of directors and the 2021 annual general meeting for deliberation.
3、 Basic information of related parties
(I) basic information
Company name: Yankuang coal chemical supply and Marketing Co., Ltd
Unified social credit code 91370883673179586b
Registered address: No. 7657, West Outer Ring Road, Zoucheng City, Jining City, Shandong Province (University Science and Technology Industrial Park, economic development zone)
Date of establishment: March 25, 2008
Legal representative: Yang Shumi
The registered capital is 260 million yuan
Crude benzene, methanol, ethanol, coal tar, ethyl acetate, butyl acetate, vinyl acetate, dimethylformamide, liquid oxygen, liquid argon, liquid nitrogen, methyl ether, ethylene, formaldehyde, acetic acid, acetic anhydride, sulfur, n-butanol, benzene, aniline, calcium carbide, caustic soda, asphalt, anthracene oil, naphthalene, carbazole, refined anthracene, toluene Xylene, styrene, naphtha, methyl tert butyl ether, propylene oxide, methyl sulfide, ammonia, ammonia, methyl formate, methyl acetate, propylene, acetonitrile, methylal, paraformaldehyde, methylamine, trimethylamine, isobutanol, ethylene oxide, acetone, wash oil, crude phenol, carbon dioxide, methyl carbonate (II) Methyl acrylate, acrylic acid, formic acid, methane, trimeric formaldehyde, hydroiodic acid, iodomethane, boron trifluoride ether complex, methylsulfonic acid, propane, isopropanol, mercury sulfate, hydrogen business scope potassium oxide, acetylacetone, barium chloride, cobalt chloride, sodium bisulfite, dioxolane, potassium dichromate Wholesale (no storage) of sodium hypochlorite solution [containing available chlorine > 5%] (operated with hazardous chemicals business license, and the validity period shall be subject to the license); Fertilizer retail; Coal wholesale; heavy
Sales of oil, fuel oil, coke, lubricating oil, chemical equipment, textile raw materials, chemical raw materials and products (excluding hazardous chemicals), iron ore, nickel ore, instruments and meters, cables, hardware tools, bearings, valves and pipe fittings, building materials, labor protection products, metals, rubber products and copper ore, Import and export of goods and technologies (excluding goods or technologies restricted or prohibited by the state); Warehousing services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder Yanzhou Coal Mining Company Limited(600188) (Stock Code: 600188) holds 100%
(II) description of association relationship
The third extraordinary general meeting of shareholders in 2020 deliberated and approved the proposal on the proposed establishment of Shandong Hangzhou Juheshun New Material Co.Ltd(605166) Luhua new materials Co., Ltd. and related party transactions. The company, together with Yankuang Luhua and Wenzhou Junfeng management partnership (limited partnership), established a subsidiary, Shandong Hangzhou Juheshun New Material Co.Ltd(605166) Luhua new materials Co., Ltd. (hereinafter referred to as " Hangzhou Juheshun New Material Co.Ltd(605166) Luhua"), Yankuang Luhua holds 35% of the shares of Hangzhou Juheshun New Material Co.Ltd(605166) Luhua. Since Hangzhou Juheshun New Material Co.Ltd(605166) Luhua is an important subsidiary of the company, the company has identified Yankuang Luhua as a related party in accordance with the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange and the principle of prudence.
Coal chemical supply and marketing and Yankuang Luhua are both holding subsidiaries of Yanzhou Coal Mining Company Limited(600188) , so coal chemical supply and marketing is a related party of Yankuang Luhua.
Based on the principle of prudence, the purchase of raw materials and other transactions between the company and its subsidiaries and Yankuang Luhua and coal chemical supply and marketing are considered and disclosed as daily related party transactions.
4、 Main contents and pricing basis of related party transactions
The company and its subsidiaries intend to purchase raw materials and other transactions with coal chemical supply and marketing, which shall be reviewed and disclosed according to daily related party transactions, and the pricing shall be determined according to the principles of openness, fairness and impartiality and the market price.
5、 Purpose and impact of related party transactions on the company
The above related party transactions are necessary continuous business in the daily operation of the company and its subsidiaries, and meet the needs of the company's normal production, operation and development. The price of related party transactions is determined by reference to market pricing negotiation. The pricing is open, fair and impartial, will not affect the independence of the company, and will not damage the interests of the company and minority shareholders, The company's main business will not rely on Yankuang Luhua or its related parties for such transactions.
6、 The approval procedures for the fulfillment of daily connected transaction limit are increased this time
(I) deliberations of the board of directors
On January 7, 2022, the 22nd Meeting of the second board of directors of the company considered the matter of increasing the amount of connected transactions, and the connected directors Fu Changbao and Mao Xinhua avoided voting. The board of directors of the company agreed to increase the daily connected transaction quota with Yankuang Luhua and coal chemical supply and marketing. After the increase, the daily connected transaction quota is expected to be no more than 520 million yuan from October 2021 to April 2022. The board of directors of the company agrees to authorize the management to handle specific matters related to daily connected transactions within the above estimated amount. This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) prior approval and independent opinions of the company's independent directors on this connected transaction
Prior approval opinion: we have carefully reviewed the increase in the amount of related party transactions. After necessary verification and inquiry of the company, we believe that the transactions to occur this time meet the actual business needs of the company and will be reviewed and disclosed according to the daily related party transactions. The transaction price refers to the market price, follows the principles of openness, fairness and impartiality, and does not damage the interests of the company and minority shareholders. Therefore, we agree to the proposal and the company's submission of the proposal to the board of directors for deliberation and disclosure as required.
Independent opinion: the independent directors believe that after the increase of the daily connected transaction amount with Yankuang Luhua and coal chemical supply and marketing, the daily connected transaction between the company and its subsidiaries and Yankuang Luhua and coal chemical supply and marketing is expected to exceed 5% of the audited net assets of the company in 2020, which needs to be submitted to the general meeting of shareholders for deliberation. The transaction price refers to the market price and follows the principles of openness, fairness and impartiality. It will not affect the independence of the company and will not damage the interests of the company and minority shareholders. Related party transactions comply with the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange.
(III) deliberation of the board of supervisors
On January 7, 2022, the 17th meeting of the second board of supervisors of the company considered and approved the proposal on increasing the daily connected transaction quota, and agreed to increase the daily connected transaction quota with Yankuang Luhua and coal chemical supply and marketing.
7、 Verification opinions of the recommendation institution
As the sponsor of Hangzhou Juheshun New Material Co.Ltd(605166) , Guotai Junan Securities Co.Ltd(601211) checked the company's increase in daily connected transaction quota, and the opinions are as follows:
The increase of daily connected transaction quota has been deliberated and approved at the 22nd Meeting of the second board of directors and the 17th meeting of the second board of supervisors, and the independent directors of the company have expressed clear consent. The increase of daily connected transaction quota needs to be considered by the general meeting of shareholders of the company.
The transactions to occur this time are reviewed and disclosed according to the daily connected transactions, and the transaction price is determined through consultation with reference to the market pricing, without damaging the interests of the company and minority shareholders. The review procedures of related party transactions comply with the relevant provisions of the stock listing rules of Shanghai Stock Exchange and the guidelines for the implementation of related party transactions of listed companies of Shanghai Stock Exchange.
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