Dongxing Securities Corporation Limited(601198)
Verification opinions on daily connected transactions of Ganzhou Tengyuan cobalt new materials Co., Ltd. in 2022
Dongxing Securities Corporation Limited(601198) (hereinafter referred to as ” Dongxing Securities Corporation Limited(601198) ” or “sponsor”) as a sponsor of Ganzhou Tengyuan cobalt industry new materials Co., Ltd. (hereinafter referred to as “Tengyuan cobalt industry” or “company”) for initial public offering and listing on GEM, In accordance with the relevant provisions of the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem and other relevant provisions, the company’s daily related party transactions in 2022 are verified as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 25th meeting of the second board of directors and the 15th meeting of the second board of supervisors on April 20, 2022. The proposal on daily connected transactions expected in 2022 was deliberated and adopted respectively, and the connected directors have avoided voting. The independent directors of the company issued their prior approval opinions and unanimously agreed independent opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the daily related party transactions still need to be submitted to the general meeting of shareholders of the company for deliberation, and the related shareholders Xiamen Tungsten Co.Ltd(600549) (hereinafter referred to as ” Xiamen Tungsten Co.Ltd(600549) ), Ganfeng Lithium Co.Ltd(002460) (hereinafter referred to as” Ganfeng Lithium Co.Ltd(002460) “) and Xie Fubiao need to avoid voting.
(II) estimated category and amount of daily connected transactions
The company has estimated the daily related party transactions in 2022, as follows:
Unit: 10000 yuan
Transaction category name of related party transaction content transaction pricing estimated transaction amount occurred last year
Principle amount
The market price of cobalt products sold to the related party Xiamen Tungsten Co.Ltd(600549) is 150 Shenzhen Fountain Corporation(000005) 795437
Selling products Ganfeng Lithium Co.Ltd(002460) selling cobalt products market price 20 Ping An Bank Co.Ltd(000001) 18145
Subtotal – 170 Shenzhen Fountain Corporation(000005) 913582
ZHX
The price of leasing Congo market to the related party Internation is 50.00 38.22
Rental site Al metal (gold) site
COMPANY
Subtotal – 50.00 38.22
To related persons
Relatives purchase Jiang Ming’s purchase of copper cobalt ore market price 460 Fawer Automotive Parts Limited Company(000030) 17142
raw material
Subtotal —— 460 Fawer Automotive Parts Limited Company(000030) 17142
Total – 21605 Asia-Potash International Investment (Guangzhou) Co.Ltd(000893) 4546
2、 Basic information of related parties
(Ⅰ) Xiamen Tungsten Co.Ltd(600549)
Company name Xiamen Tungsten Co.Ltd(600549)
Date of establishment: December 30, 1997
The registered capital is 1418459200 yuan
Paid in capital: RMB 1418459200
Registered address: kejing community, Haicang District, Xiamen City, Fujian Province
Production and operation address: 21-22 / F, block a, Portman wealth center, special room 81, Zhanhong Road, Xiamen
Legal representative: Huang Changgeng
Tungsten and rare earth investment; Smelting and processing of tungsten and non-ferrous metals; Production and sales of tungsten alloys, tungsten deep-processing products and rare earth metal deep-processing products; Production and sales of metal, wood, plastic and cloth packaging products; Manufacturing technology, analysis and detection of rare and rare earth metals in powder, cemented carbide, precision cutting tools, tungsten molybdenum wire, new energy materials and business scope, as well as engineering transformation of scientific and technological achievements; Real estate development and operation; Export the products produced and processed by the enterprise and import the production technology, equipment, raw and auxiliary materials and spare parts required by the enterprise (plans, quotas, licenses and automatically registered commodities shall be submitted for approval separately); improvement trade.
Xiamen Tungsten Co.Ltd(600549) is the shareholder holding more than 5% of the company’s shares, and Xiamen Tungsten Co.Ltd(600549) Co., Ltd. and its subsidiaries Xtc New Energy Materials(Xiamen) Co.Ltd(688778) , Xiamen Xiangyu Co.Ltd(600057) Minglu International Trade Co., Ltd. are the sales related parties of this item.
Year / end of 2021: total assets: 32420893000 yuan; The latest financial data of net capital attributable to shareholders of the parent company: 8960944800 yuan; Operating income: 31852195700 yuan; Net profit attributable to shareholders of the parent company: 1180534100 yuan.
Analysis of performance capability Xiamen Tungsten Co.Ltd(600549) is not a dishonest person as of the date of issuance of this verification opinion.
(Ⅱ) Ganfeng Lithium Co.Ltd(002460)
Company name Ganfeng Lithium Co.Ltd(002460)
Date of establishment: March 2, 2000
The registered capital is 1437478900 yuan
Paid in capital: 1437478900 yuan
Registered address: Longteng Road, economic development zone, Xinyu City, Jiangxi Province
Production and operation address: Longteng Road, economic development zone, Xinyu City, Jiangxi Province
Legal representative: Li Liangbin
Licensed items: operation of hazardous chemicals, import and export of goods (items that must be approved according to law can only be carried out after being approved by relevant departments) general items: manufacturing of basic chemical raw materials (excluding the manufacturing of licensed chemicals such as hazardous chemicals), sales of chemical products (excluding the licensed chemical products within the scope of business), smelting of common non-ferrous metals, Nonferrous metal alloy manufacturing, nonferrous metal alloy sales, battery manufacturing, resource recycling technology research and development, new material technology promotion services, engineering and technology research and experimental development, and engage in investment activities with their own funds (except for licensed business, they can independently operate projects not prohibited or restricted by laws and regulations in accordance with the law)
Association with the listed company Ganfeng Lithium Co.Ltd(002460) is the shareholder holding more than 5% of the company’s shares. Jiangxi Ganfeng lithium relationship Industry Co., Ltd. and its subsidiary Jiangxi Ganfeng Recycling Technology Co., Ltd. are all sales related parties of this item.
Year / end of 2021: total assets: 39056652600 yuan; The latest financial data of net capital attributable to shareholders of the parent company: 21893749400 yuan; Operating income: 111622100 yuan; Net profit attributable to shareholders of the parent company: 52284047 million yuan.
Analysis of performance capability Ganfeng Lithium Co.Ltd(002460) is not a dishonest person as of the date of issuance of this verification opinion.
(Ⅲ)ZHX INTERNATIONALMETALCOMPANY
Zhxinternational metalcompany is a company controlled by Mr. Xie Fubiao, one of the actual controllers, director and deputy general manager of the company. Except for land and house leasing, ZHX international company has no actual operation.
(IV) Jiang Ming
Mr. Jiang Ming, the son of cousin Xie Fubiao, is not a related party specified in the listing rules. However, based on the principle of prudence, the transaction between the company and Jiang Ming is subject to the corresponding review procedures with reference to the related party transaction.
The above-mentioned related parties or their relatives have normal production and operation and have the ability to perform the contract. The above-mentioned related transactions are required for the production and operation of the company.
3、 Main contents of related party transactions
(I) main contents of related party transactions
The daily related party transactions between the company and related parties mainly include the purchase of goods, leasing of sites and sales of products from related parties, which belong to normal business transactions. The cooperation between the two parties can give full play to their respective advantages in technology and market, so as to better meet the needs of the company’s operation and development.
The above-mentioned daily amount of connected transactions between the company and related parties is the estimated amount. When each actual transaction occurs, the board of directors will not be held for deliberation within the estimated amount approved in this deliberation. Both parties to the transaction shall sign relevant contracts according to the specific transaction contents, and the payment arrangement and settlement method of the transaction shall be implemented in accordance with the specific contract. 4、 Purpose of related party transactions and its impact on Listed Companies
(I) fairness of related party transactions
Related party transactions between the company and related parties follow the market principles of equality, mutual benefit and compensation for equal value, and determine the price of related party transactions through fair and reasonable negotiation. Such transactions are normal commercial transactions, do not damage the interests of listed companies and minority shareholders, and will not affect the independence of the company.
(II) necessity of related party transactions
The above connected transactions are the daily operational transactions and businesses of the company, which are the normal needs of business development and production and operation. The long-term and good partnership between the company and the above related parties is reasonable and necessary for the sustainable and stable operation of the company and the development of the company.
5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above matters related to the daily connected transactions in 2022 have been deliberated and approved by the board of directors and the board of supervisors of the company, and the connected directors have avoided voting. The independent directors have expressed their independent opinions on the above transactions and will submit them to the general meeting of shareholders of the company for deliberation. The aforesaid decision-making procedures comply with relevant laws and regulations, the articles of association and the management system of the company’s connected transactions. The daily related party transactions between the company and related parties in 2022 are normal market behavior, meet the needs of the company’s operation and development and the interests of the company and shareholders; These related party transactions follow the principles of equality, voluntariness, equivalence and compensation. The pricing is reasonable and fair, and will not have an adverse impact on the financial status and operating results of the company and the company, damage the interests of the company and all shareholders, especially minority shareholders, and affect the independence of the company. The main business of the company will not rely on related parties due to such transactions.
In conclusion, the recommendation institution has no objection to the company’s daily related party transactions in 2022.
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(there is no text on this page, which is the signature and seal page of Dongxing Securities Corporation Limited(601198) on the verification opinions of Ganzhou Tengyuan cobalt new materials Co., Ltd. on the expected daily connected transactions in 2022)
Sponsor representative:
Wu Dong, Cui Yongxin
Dongxing Securities Corporation Limited(601198)
specific date
