Guosen Securities Co.Ltd(002736)
About Guizhou Chanhen Chemical Corporation(002895)
Confirm the amount of daily related party transactions in 2021 and increase the amount of daily related party transactions with bosus in 2022
Verification opinions on daily related party transactions
As a sponsor of Guizhou Chanhen Chemical Corporation(002895) (hereinafter referred to as " Guizhou Chanhen Chemical Corporation(002895) " or "the company") for non-public issuance of shares and public issuance of convertible corporate bonds in accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") carefully verified Guizhou Chanhen Chemical Corporation(002895) confirming the amount of daily connected transactions in 2021 and increasing the forecast of daily connected transactions with bosus in 2022. The details are as follows:
1、 Overview of daily connected transactions
(I) overview of related party transactions
1. Guizhou Chanhen Chemical Corporation(002895) in 2021, the daily related party transactions with related parties are expected to be deliberated and approved by the 31st meeting of the second board of directors and the 4th extraordinary general meeting of shareholders in 2020, and due to the related party Guizhou Fuquan phosphate rock Co., Ltd. (hereinafter referred to as "Fuquan phosphate rock") in the process of debt recovery, through the mediation of the people's court, it has reached an executive settlement agreement with the debtor and agreed that the debtor will pay off the debt with all its phosphate rock, The new connected transactions were reviewed and approved at the fourth meeting of the third board of directors of the company, and the amount of connected transactions related to daily operation in 2021 was confirmed at the 15th meeting of the third board of directors of the company.
2. According to the actual needs of production and operation and due to the rise of product prices, the company and its subsidiaries plan to increase cooperation with related parties Xinjiang bosuosi Ecological Technology Co., Ltd. and its wholly-owned subsidiaries Xinjiang bosuosi Jiamu chemical fertilizer Co., Ltd., Xinjiang bosuosi chemical fertilizer Co., Ltd., Xinjiang bosuosi Xin'an chemical fertilizer Co., Ltd Xinjiang bosuosi Agricultural Technology Co., Ltd. (the above merger is collectively referred to as "bosuosi ecology") has a daily connected transaction amount of 30 million yuan. The matter has been deliberated and approved at the 15th meeting of the third board of directors of the company, and related directors Mr. Zhang Haibo and Mr. Wang Jiacai avoided voting. The total amount of related party transactions with bosus in 2022 is expected to be 150 million yuan.
3. The independent directors have expressed their opinions on the daily transactions of the independent company and the related parties in advance
See, the approval of the general meeting of shareholders is still required, and the related shareholders will avoid voting on the proposal.
4. The daily related party transactions do not constitute the provisions of the measures for the administration of major asset restructuring of listed companies
Major asset restructuring.
(II) estimated category, content and amount of daily connected transactions added
Unit: 10000 yuan
Related party transaction related party transaction content related party transaction pricing principle estimated amount
other
Sales of monoammonium phosphate and others (including 300000 determined by referring to the market price) to Boshuo Sisheng
Sales status (trade products)
Total -- 300000
(III) category and amount of daily related party transactions in 2022 after increase
Unit: 10000 yuan
The pricing of related party transactions was originally as of March 31
Category related party related party transactions, then the estimated amount has occurred
forehead
Sales of mixed fertilizer and water-soluble fertilizer cost plus basis 550000 32.92
Negotiate with the related person bosshuosheng for confirmation
The sales of monoammonium phosphate and others in the form of commodity are confirmed by referring to the market price of 95 Shenzhen Properties & Resources Development (Group) Ltd(000011) 4789
(including trading products)
Total -- 15 Ping An Bank Co.Ltd(000001) 18081
(IV) actual occurrence of related party transactions in 2021
Unit: 10000 yuan
Index of the difference between the actual amount of related party transactions, the actual amount of related party transactions and the disclosure date and the estimated amount of related party transactions of easy-to-use related parties in the estimated amount of similar businesses
Proportion (%) (%)
Sales of mixed fertilizer and water 251568410000 98.03% - 38.64%
Sales of ammonium polyphosphate, monoammonium phosphate and 10% chloride to related bosshuos dissolved fertilizer in December 2020
373357400000, 5.35% - 6.94%, Bulletin No.: 2020101
To associate Fuquan phosphorus 2021100.
Phosphorus ore purchased by the buyer 368768 [Note 1] 4500000 6.25% - 91.81%
raw material
1. The reason for the large difference in the amount of related party transactions with bosuosi ecological mixed fertilizer and water-soluble fertilizer: the board of directors of Xinjiang irrigation company changed the actual irrigation water policy for daily related party transactions, and the irrigation area decreased, resulting in the reduction of sales. 2. Reasons for the large difference in the amount of related party transactions with Fuquan Phosphate Mine: Fulin mining, the holding subsidiary of the company, explained that it had completed the acquisition of mining rights and related assets of Xinqiao Phosphate Mine and jigongling Phosphate Mine of Fuquan Phosphate Mine in March 2021, and Fuquan phosphate mine would no longer carry out phosphorus ore mining business, The daily related party transactions expected by both parties do not continue to occur.
1. The reason for the large difference in the amount of related party transactions with bosuosi ecological mixed fertilizer and water-soluble fertilizer: the independent directors of Xinjiang irrigation company changed the actual irrigation water policy for daily related party transactions, and the irrigation area decreased, resulting in the reduction of sales. There is a big difference between the international situation and the expectation. 2. Reasons for the large difference in the amount of related party transactions with Fuquan Phosphate Mine: confirm the explanation of the board of directors on the reasons for the large amount difference. Fulin mining, the holding subsidiary of the company, completed the acquisition of Xinqiao phosphate mine, jigongling phosphate mine mining right and related assets of Fuquan Phosphate Mine in March 2021, Fuquan phosphate mine will no longer carry out phosphate ore mining business, and the daily related party transactions expected by both parties will not continue to occur.
2、 Related person introduction and relationship
(I) basic information
1. Xinjiang boshuosi Ecological Technology Co., Ltd
Name: Xinjiang boshuosi Ecological Technology Co., Ltd
Unified social credit code 91650000ma775c7b0h
Type: limited liability company (Sino foreign joint venture)
The registered capital is 80 million yuan
Legal representative: de Connor Danny Camille
Address: staff entrepreneurship Park of the eighth regiment of the first division of Xinjiang alar production and Construction Corps
Large element water-soluble fertilizer, medium element water-soluble fertilizer, trace element water-soluble fertilizer, organic
Water soluble fertilizer, humic acid containing water-soluble fertilizer, amino acid containing water-soluble fertilizer, alginic acid containing water-soluble fertilizer
Fertilizer, special fertilizer for crop drip irrigation, foliar fertilizer, flushing fertilizer, organic compound fertilizer and inorganic compound fertilizer
Production, sales, R & D and after-sales service of fertilizer, microbial fertilizer, soil conditioner and mixed fertilizer
Business scope: production and sales of fertilizer synergists, agricultural and forestry water retaining agents, soil remediation bacteria and chemical fertilizers,
Agricultural science and technology extension and services, as well as analytical instruments, environmental protection instruments, experimental instruments and agricultural machines
Purchase and sale of machinery, vehicle leasing, agricultural services, agricultural machinery operation and repair. (the above must be approved by the State Council)
Those specially approved can only operate after obtaining a license, involving state-owned trade and quota licenses
Management, export quota bidding and special regulations shall be handled in accordance with the relevant provisions of the state).
(if the project involves licensed operation, it can be operated only after obtaining the permission of relevant departments)
Date of establishment: December 24, 2015
2. Xinjiang boshuosijiamu chemical fertilizer Co., Ltd
Name: Xinjiang boshuosijiamu chemical fertilizer Co., Ltd
Unified social credit code 9165 Shenzhen Fountain Corporation(000005) 3183103j
Type: limited liability company (wholly owned by foreign-invested enterprise legal person)
The registered capital is 14.863 million yuan
Legal representative: decombel Danny camiel
Address: building materials area, Wensu Industrial Park, Wensu County, Aksu Prefecture, Xinjiang
Large element water-soluble fertilizer, humic acid water-soluble fertilizer, amino acid water-soluble fertilizer, trace element water-soluble fertilizer, special fertilizer for crop drip irrigation, organic compound fertilizer, inorganic compound fertilizer, business scope microbial fertilizer, soil conditioner, foliar fertilizer, flushing fertilization, deep fertilization, mixed fertilizer, production and sales of chemical fertilizer, R & D and after-sales service Agricultural science and technology extension and service; Purchase and sale of analytical instruments, environmental protection instruments, experimental instruments and agricultural machinery; Vehicle rental service (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments)
Date of establishment: October 25, 2012
3. Xinjiang boshuosi chemical fertilizer Co., Ltd
Name: Xinjiang bosuosi chemical fertilizer Co., Ltd
Unified social credit code 91650 Cnfc Overseas Fisheries Co.Ltd(000798) 156089w
