Citic Securities Company Limited(600030) verification opinions on Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) confirmation of connected transactions in 2021 and expected daily connected transactions in 2022 Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of initial public offering of shares by Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) (hereinafter referred to as ” Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) ” or “the company”), In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds by listed companies, and the guidelines for the application of self regulatory rules for listed companies on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation of China Securities Regulatory Commission, The annual verification of related party transactions and the following opinions are issued:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberation of the board of directors and withdrawal of related directors
The company held the 18th meeting of the third board of directors on April 19, 2022, and deliberated and adopted the proposal on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022. Shen Wanzhong, a related director, avoided voting, and all 8 non related Directors voted for it.
2. Prior approval and independent opinions of independent directors
(1) Prior approval opinions of independent directors
Independent directors give the following prior approval opinions:
Shen Wanzhong, Xu Haizhen, Zhejiang Jiacheng kinetic energy technology Co., Ltd. and Zhejiang Jiashun Metal Structure Co., Ltd. provide guarantees for the company, which is conducive to the financing of the company and the daily operation and development of the company. There is no situation that damages the interests of the company and other non related party shareholders.
The purchase of equipment transaction between the company and its related party Zhejiang Jiacheng kinetic energy technology Co., Ltd. is a normal business behavior in the company’s production and operation activities. The transaction between the two parties follows the principle of fairness and fairness, and the transaction price is determined according to the market price, without damaging the interests of the company and other non related party shareholders.
The independent directors of the company agree to the agreement on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022
(2) Independent opinions of independent directors
Independent directors express the following independent opinions:
Shen Wanzhong, Xu Haizhen, Zhejiang Jiacheng kinetic energy technology Co., Ltd. and Zhejiang Jiashun Metal Structure Co., Ltd. provide guarantees for the company, which is conducive to the financing of the company and the daily operation and development of the company. There is no situation that damages the interests of the company and other non related party shareholders.
The purchase of equipment transaction between the company and its related party Zhejiang Jiacheng kinetic energy technology Co., Ltd. is a normal business behavior in the company’s production and operation activities. The transaction between the two parties follows the principle of fairness and fairness, and the transaction price is determined according to the market price, without damaging the interests of the company and other non related party shareholders.
When the board of directors considered the proposal on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022, the connected directors avoided voting, and the voting procedure was legal and effective.
It is agreed to submit the proposal on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022 to the 2021 annual general meeting of shareholders for deliberation..
3. Deliberation of the board of supervisors
The company held the 11th meeting of the third board of supervisors on April 19, 2022, and deliberated and adopted the proposal on confirming the connected transactions in 2021 and predicting the daily connected transactions in 2022. All three supervisors voted.
(II) estimated amount and category of daily connected transactions in 2022
1. Related party guarantee (the company is the guaranteed party)
Form of guarantee and estimated amount of guarantee by the creditor of the related guarantor
Shen Wanzhong, Xu Haizhen
Zhejiang Jiacheng kinetic energy technology Co., Ltd. applied for credit line, loan guarantee, mortgage or pledge of 160 million yuan
Bank deposit of Zhejiang Jiashun Metal Co., Ltd. and issuing letter of guarantee
Note to Structure Co., Ltd.: within the limit of the expected guarantee amount, the related guarantor will provide the company with guarantee, asset mortgage or pledge in the form of guarantee for the company’s application to the bank for credit line, loan, issuance of letter of guarantee and other matters.
2. Related party procurement (company as purchaser)
Purchaser supplier transaction content and estimated amount
Zhejiang Haiyan Liyuan environmental protection technology Jiaxing Jiacheng kinetic energy equipment procurement equipment 10 million yuan
Co., Ltd
(III) prediction and implementation of daily connected transactions in 2021
Reasons for the large difference between the estimated amount of related parties in related transactions and the actual amount of categories
Purchase 10 million yuan and 9.5239 million yuan from Zhejiang Jiacheng kinetic energy Co., Ltd. from related parties/
Purchase equipment Technology Co., Ltd
Shen Wanzhong, Xu Haizhen
Accepted by related party Zhejiang Jiacheng kinetic energy Co., Ltd
The Guarantee Technology Co., Ltd. provided was 160 million yuan and 131.93 million yuan/
Zhejiang jiashunjin
Affiliated Structure Co., Ltd
2、 Basic information and relationship of related parties
(I) basic information
1. Zhejiang Jiacheng kinetic energy technology Co., Ltd
Registered address: No. 159, Huicheng Road, Huimin street, Jiashan County, Jiaxing City, Zhejiang Province
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Legal representative: Shen Wanzhong
Registered capital: 73.65 million yuan
Main business: general projects: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Generator and generator set manufacturing; Sales of generators and generator sets; Metal structure manufacturing; Metal structure sales; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license). Licensed items: special equipment manufacturing; Road cargo transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
2. Zhejiang Jiashun Metal Structure Co., Ltd
Registered address: No. 3, Century Avenue, Huimin street, Jiashan County
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Hu Hanyang
Registered capital: 60 million yuan
Main business: General Project: metal structure manufacturing; Sales of metal products; Metal structure sales; Sales of electronic components and electromechanical components and equipment; General mechanical equipment installation services; Labor services (excluding labor dispatch); Leasing of machinery and equipment (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Permitted projects: various engineering construction activities; Technology import and export; Import and export agency; Import and export of goods; Construction labor subcontracting; Road cargo transportation (excluding dangerous goods) (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
3. Connected natural person
The related natural persons involved in the above related party transactions are Shen Wanzhong and Xu Haizhen. Shen Wanzhong is the controlling shareholder and actual controller of the company. Xu Haizhen is Shen Wanzhong’s spouse.
(II) relationship with the company
No. main relationship of related parties
Shen Wanzhong, the actual controller of Zhejiang Jiacheng kinetic energy technology shares, holds 71.96% of the equity of the company and serves as the chairman; Zhuo Haizhen, the spouse of the elder brother of Shen Wanzhong’s spouse of a limited company, holds 9.50% of the equity of the company and serves as a director
2. Zhejiang Jiashun metal structure has Zhejiang Jiacheng kinetic energy technology Co., Ltd. holding 100% equity of the company
Limited company
3. Controlling shareholder and actual controller of shenwanzhong company
4. Spouse of Shen Wanzhong, the controlling shareholder and actual controller of Xu Haizhen company
(III) performance capability analysis
The above-mentioned related parties are in good financial condition and have good performance ability, and the execution of the previous similar related party transactions is good. The company will sign relevant contracts with relevant parties for the above transactions and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The estimated daily related party transactions between the company and Zhejiang Jiacheng kinetic energy technology Co., Ltd. in 2022 are mainly the purchase of conventional water treatment container tanks such as mixed bed tanks, filter tanks and regeneration equipment tanks, and the price is determined through negotiation according to the market conditions.
For financing needs, the company is guaranteed by Shen Wanzhong, Xu Haizhen, Zhejiang Jiacheng kinetic energy technology Co., Ltd. and Zhejiang Jiashun Metal Structure Co., Ltd., and applies to the bank for credit line, loan, letter of guarantee, etc.
(II) signing of related party transaction agreement
After the estimated amount of daily related party transactions in 2022 is considered and approved by the general meeting of shareholders, the company will sign specific transaction contracts or agreements with relevant related parties according to the business development.
4、 Rationality of daily connected transactions, fairness of pricing and impact on Listed Companies
(I) rationality of related party transactions
The above related party transactions are necessary for the normal business development, production and operation of the company and are reasonable. The above connected transactions have not affected the authenticity of the company’s operating results and have no adverse impact on the company.
(II) fairness of related party transaction pricing
Related party guarantee is a beneficial act of the company. The company does not need to pay consideration to related parties, and there is no situation that damages the interests of the company and other shareholders. In the transaction of the company’s purchase of equipment from Jiaxing Jiacheng kinetic energy equipment Co., Ltd., the transaction price is determined by both parties through consultation with reference to the market-oriented fair price level and industry practices. There is no case that the pricing of related party transactions is obviously unfair.
(III) impact of related party transactions
The above-mentioned related party transactions with related parties on the basis of fair price, strictly follow the principle of market fairness, do not damage the interests of the company and its minority shareholders, and will not have a significant adverse impact on the company’s sustainable operation ability and independence.
5、 Verification opinions of the recommendation institution
The sponsor Citic Securities Company Limited(600030) issued the following verification opinions on the related party transactions confirmed by Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) in 2021 and the daily related party transactions expected in 2022:
The company confirmed that the related party transactions in 2021 and the expected daily related party transactions in 2022 had been deliberated and approved at the 18th meeting of the third board of directors and the 11th meeting of the third board of supervisors, the related directors avoided voting, and the independent directors issued their prior approval opinions and clearly agreed independent opinions. The decision-making procedures of the above-mentioned daily connected transactions comply with the provisions of relevant laws, regulations and the articles of association, meet the needs of the company’s normal development and operation, and there is no behavior damaging the interests of the company and shareholders.
Citic Securities Company Limited(600030) agrees that the company confirms the related party transactions in 2021 and the daily related party transactions in 2022, which need to be submitted to the general meeting of shareholders for deliberation.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) on Zhejiang Haiyan Power System Resources Environmental Technology Co.Ltd(688565) confirmation of connected transactions in 2021 and expected daily connected transactions in 2022) sponsor representative:
Hu Zhengyuan, Li Song
Citic Securities Company Limited(600030) mm / DD / yyyy
