Guoyuan Securities Company Limited(000728)
About Inner Mongolia Xinhua Distribution Group Co., Ltd
Verification opinions on daily connected transactions in 2022
Guoyuan Securities Company Limited(000728) (hereinafter referred to as ” Guoyuan Securities Company Limited(000728) ” or “sponsor”) as the sponsor of the initial public offering and listing of Inner Mongolia Xinhua issuance Group Co., Ltd. (hereinafter referred to as “Inner Mongolia Xinhua” or “company”), in accordance with the measures for the administration of securities issuance and listing sponsor business, the rules for the listing of shares of Shanghai Stock Exchange In accordance with the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 1 – standardized operation and other relevant provisions, Inner Mongolia Xinhua has carefully verified the daily related party transactions expected in 2022. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
According to the relevant provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the proposal on the prediction of the company’s daily connected transactions in 2022 was deliberated and adopted at the 20th meeting of the second board of directors and the 11th meeting of the second board of supervisors held on April 14, 2022. Mr. Qin Jianping, a related director, withdrew when voting on the proposal. The proposal was considered and adopted by non related directors with 7 votes in favor, 0 against and 0 abstention. The expected matters of this daily connected transaction need to be submitted to the general meeting of shareholders of the company for deliberation.
1. Opinions of independent directors
The independent directors of the company have expressed their prior approval opinions on the proposal and expressed their independent opinions clearly agreed at the board of directors:
Prior approval opinion: the company’s prediction of daily connected transactions in 2022 meets the needs of the company’s operation and development, follows the principles of fairness, impartiality, voluntariness and integrity, complies with the provisions of relevant laws, regulations and normative documents, and does not damage the interests of the company and all shareholders, especially the interests of minority shareholders. It is agreed to submit the matter to the 20th meeting of the second board of directors for deliberation.
The daily business development of the company and the related parties shall comply with the principle of independent operation and the normal operation of the market; Related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The pricing is reasonable and fair, and will not affect the company and its financial status and operation
If there is an adverse impact, there will be no damage to the interests of the company and all shareholders, especially the interests of minority shareholders, which will not affect the independence of the company, and the main business of the company will not form a large dependence on related parties due to such transactions. In conclusion, we agree on this matter.
2. Opinions of the board of supervisors
The board of supervisors of the company has formed a resolution on this matter: Daily connected transactions between the company and related parties
It occurs according to the actual business needs of the company and complies with the provisions of relevant laws, regulations and the articles of association.
The transaction pricing is fair and reasonable, and will not have an adverse impact on the company and its financial status and operating results
It will damage the interests of the company and its shareholders, especially the interests of minority shareholders, will not affect the independence of the company, and will not have an adverse impact on the continuous operation of the company. In conclusion, the board of supervisors agreed to this matter.
(II) forecast of daily connected transactions in 2022
Unit: 10000 yuan
Category of related party transactions the estimated amount of related party transactions of related parties the actual amount of last year
Inner Mongolia Publishing Group Co., Ltd. purchased books 11977611140725 and purchased goods from related parties and liability companies [note]
Subtotal of labor services received 11977611140725
Inner Mongolia Huabo Project Management Co., Ltd
The company’s equipment and kindergarten sold commodities and teaching materials to related parties on 18.14 and 17.28
Provision of labor services Inner Mongolia Publishing Group Co., Ltd. Mongolian distribution 207126197263 liability company
Subtotal 208940198991
Inner Mongolia Huabo project management rental house 30.31 29.43 Co., Ltd
Rental house of Mengxin Horse Industry Co., Ltd. 8.94 2.98
Leasing houses to related parties Inner Mongolia Xinhua Holding Co., Ltd. leasing houses 5.75 1.92
Inner Mongolia Xinhua cultural tourism rental housing 4.47 1.49 Development Co., Ltd
Subtotal 49.47 35.82
Inner Mongolia Huabo project management leasing house 15.91 15.45 leasing house Co., Ltd. from related parties
Subtotal 15.91 15.45
Inner Mongolia Xinhua Holding Co., Ltd. paid
Other companies offer retirees 17.43 16.6 one-time
Social contribution
insurance premium
Subtotal 17.43 16.6
Total 14149821346503
Note: Mr. Wang Yadong, the former director and general manager of the company, served as Inner Mongolia publishing group after leaving the company in January 2022
Directors of the limited liability company, considering the principle of prudence, the company will be held accountable with Inner Mongolia Publishing Group Co., Ltd. 12 months before his departure
Any day-to-day business transactions of the company shall be recognized as related party transactions.
2、 Introduction and related parties
1. Inner Mongolia Publishing Group Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Legal representative: Shuanglong
Address: Education Publishing building, No. 89, Xinhua East Street, Xincheng District, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 747.4 million yuan
Business scope: publication and distribution of Mongolian and Chinese books, audio-visual products, electronic publications, newspapers and periodicals
Related relationship: Mr. Wang Yadong, the former director and general manager of the company, took the post after leaving the company in January 2022
Serve as a director of the company.
2. Inner Mongolia Xinhua Holding Co., Ltd
Enterprise type: limited liability company (solely state-owned)
Legal representative: Qin Jianping
Address: baoheshao Town, Xincheng District, Hohhot, Inner Mongolia Autonomous Region
Room 613, 6th floor, grandstand building of Sports Center
Registered capital: 500 million yuan
Business scope: self owned house leasing; Self owned property management; Breeding, raising and marketing of livestock; match
Marseille; Equestrian club management; Tourism and management services; Educational support services; Cultural activities services;
Mass cultural and sports activities and other cultural and art industries; Manufacturing of special sports equipment and accessories; Conferences, exhibitions and related
Customs service; Landscape engineering construction; Tree seedling raising and flower planting; Accommodation and catering industry
Affiliated relationship: controlling shareholder of the company
3. Inner Mongolia Xinjun Management Co., Ltd
Enterprise type: other limited liability companies
Legal representative: Qin Jianping
Address: room 609, 6th floor, grandstand building, Inner Mongolia minority mass culture and Sports Center, baoheshao Town, Xincheng District, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 1 million yuan
Business scope: engineering management services (operated with qualification); Property services; House leasing; Site leasing; Warehousing services (excluding inflammable, explosive, toxic and hazardous materials); Metal products sales
Affiliated relationship: 99.62% of subsidiaries held by the controlling shareholder of the company
4. Inner Mongolia Huabo Project Management Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Zhang Jin
Address: room 1606, 16 / F, building B, Ruyi building, Tengfei South Road, Ruyi Industrial Park, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 200000 yuan
Business scope: organizing cultural and artistic exchange activities; Organize sports performance activities; Housekeeping services; Non residential real estate leasing; Engineering management services
Affiliated relationship: 100% owned subsidiary of Inner Mongolia Xinjun Management Co., Ltd
5. Mengxin Horse Industry Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: alatendalai
Address: room 1506, 15 / F, building B, Ruyi building, Tengfei South Road, Saihan District, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 100 million yuan
Business scope: breeding, raising and sales of livestock; Planting and marketing of forage and forage; Feed processing; Import and export of goods; Harness production and sales; Equestrian club management; Horse racing; Eco cultural tourism; Landscaping Engineering, greening management and consulting services; Tree seedling raising, flower planting and sales; Computer software development and system services, information technology consulting services, Internet information services; Conference and exhibition services, mass cultural activities and other cultural and art industries; advertising; Animal diagnosis and treatment; Tourism management services; Outdoor sports planning, organization of cultural and artistic exchange activities and national culture research; Biotechnology; Venue construction; Construction of supporting facilities in scenic spots; Rental of self owned houses; estate management; Accommodation and catering services; Parking service
Affiliated relationship: 100% owned subsidiary of Inner Mongolia Xinjun Management Co., Ltd
6. Inner Mongolia Xinhua cultural tourism development Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Legal representative: Yan Feng
Address: room 1601, 16 / F, building B, Ruyi building, Tengfei South Road, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 30 million yuan
Business scope: China tourism business; Outbound tourism business; Inbound tourism business; Real estate development (the above projects shall be operated with permission); Ticket agent; Site leasing; Venue construction and operation; Property services; Conference and exhibition services; advertising; hotel management; Organization and planning of cultural and artistic exchange activities (limited to China, excluding performances); Organization and planning of sports events (excluding high-risk sports); Car Rental; Parking lot management; Wedding etiquette services; Corporate image planning; Enterprise management consulting; Camera service; Cleaning service; Health massage services; Fitness services; Maintenance of household appliances; Equipment leasing; Horse sales; Tobacco retail; Sales of prepackaged food, bulk food (the above three items are operated with permission), kitchen equipment, office supplies, hotel equipment, daily necessities, craft gifts (excluding stationery), clocks and watches, toys, electronic products, bags and cosmetics
Related relationship: the controlling shareholder of the company holds 100% of the subsidiaries
3、 Pricing policy of related party transactions
The daily related party transactions between the company and related parties are based on the market price, follow the principle of fair and reasonable pricing, comply with relevant national regulations and the principle of fairness of related party transactions, perform legal procedures, and embody the principles of integrity, fairness and impartiality.
4、 Purpose of daily connected transactions and its impact on Listed Companies
The related party transactions between the company and its subsidiaries and the above related parties are to meet the needs of daily production and operation,
