About Huatai United Securities Co., Ltd
Verification opinions of Beijing Spc Environment Protection Tech Co.Ltd(002573) related party transactions Huatai United Securities Co., Ltd. (hereinafter referred to as "Huatai united" or "sponsor") as the sponsor of Beijing Spc Environment Protection Tech Co.Ltd(002573) (hereinafter referred to as " Beijing Spc Environment Protection Tech Co.Ltd(002573) " or "company") non-public offering of shares in 2020, in accordance with the administrative measures for securities issuance and listing sponsor business According to the requirements of relevant laws, regulations and normative documents such as the Listing Rules of Shenzhen Stock Exchange, after careful due diligence, The company has carefully checked the EPC contract for sintering, pellet desulfurization and denitration of capacity replacement and upgrading project of Yunnan Yuxi Yukun iron and Steel Group Co., Ltd. and related transactions to be signed with Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. (hereinafter referred to as "aluminum energy fresh"), and the specific verification is as follows:
1、 Overview of related party transactions
The sintering and pellet desulfurization and denitration projects of Beijing Spc Environment Protection Tech Co.Ltd(002573) capacity replacement and upgrading project of Yunnan Yuxi Yukun iron and Steel Group Co., Ltd. are subject to public bidding on the company's system platform. According to the principle of openness, fairness and fairness, after performing the review procedures, it is determined that the bid winner is Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. (hereinafter referred to as "aluminum energy fresh"). The company plans to sign the EPC contract for sintering and pellet desulfurization and denitration of capacity replacement and upgrading project of Yunnan Yuxi Yukun iron and Steel Group Co., Ltd. with the bid winner aluminum energy fresh. As the EPC general contractor of 450 ㎡ sintering machine of phase II pelletizing and sintering flue gas desulfurization and denitration project of Kunming iron and steel new area, aluminum energy fresh is responsible for the design, procurement, construction The contract amount is 350.89 million yuan. The contract has not yet been signed.
Aluminum energy fresh is a joint-stock company of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, this transaction constitutes a connected transaction.
On January 10, 2022, the company held the 32nd meeting of the 5th board of directors, and considered and adopted the proposal on signing EPC contract and related party transaction with Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention. The independent directors have expressed their prior approval opinions and agreed independent opinions on the matter. According to the Listing Rules of Shenzhen Stock Exchange, the articles of association and other relevant provisions, this transaction still needs to be approved by the general meeting of shareholders, and the related persons interested in the related transaction will avoid voting.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization listing.
2、 Basic information of related parties
1. Company name: Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd
2. Nature of enterprise: other limited liability companies
3. Unified social credit Code: 91110108ma00634j9k
4. Address: room a-6131, building 3, No. 20, Yong'an Road, Shilong Economic Development Zone, Mentougou District, Beijing
5. Date of establishment: June 8, 2016
6. Operating period: June 8, 2016 to June 7, 2046
7. Legal representative: Wang Yan
8. Registered capital: RMB 891417100
9. Business scope: general construction contracting, professional contracting and engineering survey; Engineering design; Technology development, technology promotion, technical consultation and technical services; Air pollution control; Water pollution control; Solid waste pollution control; Operation of environmental pollution control facilities; Sales of special equipment and chemical products for environmental pollution control (excluding hazardous chemicals and class I precursor chemicals); (market entities shall independently select business projects and carry out business activities according to law; engineering survey, engineering design, general construction contracting, professional contracting and projects subject to approval according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
10. Shareholders: Chinalco environmental protection and energy conservation group Co., Ltd. (hereinafter referred to as "Chinalco environmental protection") holds 38.3005% equity of alnengxin, Beijing Spc Environment Protection Tech Co.Ltd(002573) holds 37.0197% equity of alnengxin, Aluminum Corporation Of China Limited(601600) (hereinafter referred to as " Aluminum Corporation Of China Limited(601600) ") holds 24.6798% equity of alnengxin. The actual controller is the state owned assets supervision and Administration Commission of the State Council.
the State Council
State Asset Management Commission
100%
Aluminum Corporation Of China Limited(601600) Group Co., Ltd
100% 32.16%
Chinalco environmental protection Beijing Spc Environment Protection Tech Co.Ltd(002573) Aluminum Corporation Of China Limited(601600)
（002573.SZ） （601600.SH）
38.3005% 37.0197% 24.6798%
Aluminum can freshen
11. Historical evolution:
Aluminum energy fresh was established in June 2016. With a registered capital of 300 million yuan, the shareholder Beijing Spc Environment Protection Tech Co.Ltd(002573) holds 60% and Aluminum Corporation Of China Limited(601600) holds 40%. It has established five operating branches in Baotou, Guyuan, Lanzhou, Ningdong and Linyi.
In January 2019, aluminum energy fresh introduced strategic investor Chinalco environmental protection through capital increase and share expansion, with a registered capital of 89.14171 million yuan.
12. Main financial data of aluminum energy fresh:
As of December 31, 2020, the total assets were 179814141900 yuan, the total liabilities were 674132600 yuan, the net assets were 1124009300 yuan, the operating income in 2020 was 485083500 yuan, the total profit was 48071500 yuan, and the net profit was 42235600 yuan.
(the above data have been audited)
As of September 30, 2021, the total assets were 1814224700 yuan, the total liabilities were 687159800 yuan, the net assets were 1127064900 yuan, the operating income from January to September 2021 was 319284500 yuan, the total profit was 63774200 yuan, and the net profit was 51561400 yuan. (the above data has not been audited)
13. Description of related relationship: alnengxin is a joint-stock company of the company. According to the stock listing rules of Shenzhen Stock Exchange and other relevant regulations, alnengxin is a related party of the company.
14. After inquiry, aluminum energy fresh does not belong to the dishonest executee.
15. Ability to perform the contract: alnengxin exists according to law and operates normally, has good production and operation conditions and financial conditions, can normally perform the contents agreed in the contract, and has the ability to perform the contract.
3、 Pricing policy and basis of related party transactions
This connected transaction follows the principles of fairness, impartiality and openness, and the transaction price is determined according to the market price and general business practices, which is not substantially different from the pricing principle of non connected transactions; The business relationship is determined in the form of bidding and contract signing. The settlement method and payment arrangement are not substantially different from other unrelated transactions, and there is no damage to the interests of the company and shareholders. This connected transaction will not affect the independence of the company, and the company's main business will not rely on it due to this connected transaction.
4、 Main contents of related party transaction agreement
The main contents of the EPC contract for sintering and pellet desulfurization and denitration of capacity replacement and upgrading project of Yunnan Yuxi Yukun iron and Steel Group Co., Ltd. to be signed by both parties are as follows:
Employer: Beijing Spc Environment Protection Tech Co.Ltd(002573)
Contractor: Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd
Project Name: EPC contract for sintering and pellet desulfurization and denitration of capacity replacement and upgrading project of Yunnan Yuxi Yukun iron and Steel Group Co., Ltd
Project location: phase II sintering plant of Kungang New Area in the northwest of Caopu Town, Anning City, Yunnan Province
Scope of project contracting: General Contracting (EPC) of the whole process of design, procurement, construction and commissioning of the project, i.e. turnkey project.
Contract period: from the date of commencement to the date of completion of 168 function test and completion acceptance at the same time.
Contract price:
Contract price: 350.89 million yuan (in words: three hundred and fifty million eight hundred and ninety thousand yuan). Including: design cost: 4.2 million yuan, equipment procurement cost: 199.57 million yuan, construction and installation cost: 145.62 million yuan, and other costs: 1.5 million yuan (issue special VAT invoice in accordance with the national tax rate).
Contract price form: fixed total price contract (tax included).
payment method:
Advance payment: 10% of the total price of equipment, materials and construction and installation construction classification contract. Before payment, Party B shall submit a performance guarantee equivalent to the payment.
Project progress payment: no more than 50% of the total price of equipment and materials, and the arrival acceptance is qualified; The total price of construction and installation shall not exceed 60%, and the phased project shall be completed (by stages); The total price of technical services shall not exceed 50%, and the project construction drawings shall be submitted. Acceptance payment: 30% of the total price of equipment and materials for procurement and construction and installation construction; 20% of the total price of construction and installation; Submit the project as built drawings (which can be divided into several times), and 45% of the total price of technical services.
Quality assurance deposit: for procurement and construction and installation, the quality assurance deposit is 10%, and the quality assurance deposit for technical service fee is 5%.
Dispute and adjudication:
Dispute resolution procedures:
Any claim or dispute arising from or in connection with this contract shall be settled by both parties through friendly negotiation. The party in dispute shall notify the other party in writing, stating the content, details and causes of the dispute. Within 30 days from the date of sending the above written notice, if there is still a dispute after friendly negotiation, both parties to the contract may request the relevant unit or authority in the place where the project is located agreed by both parties to mediate the dispute; Within 30 days from the date when the dispute is submitted for mediation, if there is still a dispute between both parties, or if either party to the contract does not agree to mediation, the dispute shall be resolved by bringing a lawsuit to the people's court with jurisdiction.
The dispute shall not affect performance:
In case of any dispute, it shall continue to perform its responsibilities and obligations as agreed in the contract and keep the project continuously implemented. Unless the following circumstances occur, either party shall not stop the implementation of the project or part of the project. If the contract cannot be performed due to the breach of contract by one party, the implementation shall be stopped by agreement between the two parties; The arbitration institution or court shall order it to stop the implementation.
Effectiveness of the contract: the contract shall take effect from the date when the representatives of both parties sign and affix their official seals or special seals for contract.
5、 Transaction purpose and impact on Listed Companies
This related party transaction is a business transaction between the company and aluminum energy fresh, which is a normal business transaction. It has performed the public bidding procedure, and the pricing is fair and reasonable. There is no case of using related party transactions to transfer the interests of related parties, and there is no case of damaging the interests of the company and all shareholders.
This transaction will not adversely affect the company's ability to rely on or control its related party's financial condition or its continuous operation.
6、 Accumulated various related party transactions with the related party
From the beginning of 2021 to the disclosure date of this announcement, the total amount of various related party transactions between the company and aluminum energy fresh (excluding this) is 75.1429 million yuan. On August 20, 2021, the company signed the material supply and marketing contract for blast furnace gas desulfurization project of ironmaking plant of Qian'an Jiujiang wire rod Co., Ltd. with aluminum energy fresh, with the contract amount of RMB 75 million, See the announcement on signing sales contracts and related party transactions between the company and related parties (Announcement No.: 2021-063) disclosed by the company on cninfo.com for details.
From the beginning of 2022 to the disclosure date of this announcement, the total amount of various related party transactions between the company and aluminum energy fresh is 0 yuan.
7、 Prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors of the company
This connected transaction follows the principles of openness, fairness and impartiality, and will not adversely affect the financial status and independence of the company. This matter will not affect the independence of the company, comply with the provisions of the company law, the securities law and other relevant laws, regulations and the articles of association, and will not damage the interests of the company and minority shareholders. Therefore, we agree to submit the proposal on signing EPC contract and related party transaction with Beijing aluminum energy Beijing Spc Environment Protection Tech Co.Ltd(002573) Technology Co., Ltd. to the 32nd meeting of the Fifth Board of directors for deliberation.
2. Independent opinions expressed by independent directors of the company
This connected transaction follows the principles of openness, fairness and impartiality, performs the public bidding procedures, and the pricing is fair and reasonable. This connected transaction does not affect the independence of the company, and no behavior or situation infringing on the interests of the company and minority shareholders is found. The convening, convening and voting procedures of the company's board of directors to consider this related party transaction comply with the provisions of relevant laws, regulations and the articles of association, and the decision-making procedures are legal and effective. Therefore, we agree to this related party transaction and submit it to the general meeting of shareholders of the company for deliberation.
8、 Opinions of the board of supervisors
This connected transaction follows the principles of openness, fairness and impartiality, performs the public bidding procedures, and the pricing is fair and reasonable. This connected transaction will not adversely affect the financial status and independence of the listed company, and there is no situation that damages the overall interests of the company and its shareholders. The board of supervisors of the company agreed to the related party transaction.
9、 Verification opinions of the recommendation institution
Upon verification, the sponsor Huatai United Securities Co., Ltd
