Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Jinhe Biotechnology Co.Ltd(002688)
Verification opinions on expected related party transactions in 2022
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "recommendation institution") as the recommendation institution of Jinhe Biotechnology Co.Ltd(002688) (hereinafter referred to as " Jinhe Biotechnology Co.Ltd(002688) " or "company") for non-public issuance and listing of A-Shares in 2021, in accordance with the administrative measures for securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange (revised in 2022) In accordance with the requirements of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the relevant information of the estimated connected transactions in Jinhe Biotechnology Co.Ltd(002688) 2022 is verified, as follows: I. Basic information of daily connected transactions
1. Overview of daily connected transactions
On April 20, 2022, the company held the 27th meeting of the 5th board of directors. There were 9 directors who should attend the meeting and 9 actually attended the meeting. The related directors Mr. Wang Dongxiao, Mr. Li Fuzhong and Mr. Wang Zhijun avoided voting, and the other 6 non related directors participated in the voting. The meeting was agreed by 6 votes and opposed by 0 votes, The proposal on the estimated related party transactions between the company and Inner Mongolia Jinhe construction and installation Co., Ltd. in 2022 was deliberated and adopted with 0 abstentions. In view of the normal production and operation needs of the company and its subsidiaries, it is expected that in 2022, related party transactions of capital construction projects and infrastructure maintenance that accept the labor services provided by the related party Inner Mongolia Jinhe construction and installation Co., Ltd. (hereinafter referred to as "Jinhe Jian'an") will occur. It is estimated that the total amount of related party transactions will not exceed 186.5 million yuan, accounting for 7.65% of the company's latest audited net assets attributable to shareholders of the listed company. In 2021, the total amount of related party transactions actually occurred between the company and the related party was 201056 million yuan.
The independent directors of the company expressed their prior approval opinions and independent opinions on the related party transaction. This related party transaction needs to be submitted to the general meeting of shareholders for deliberation. At that time, the related shares East Road peony, Lu Manman, Li Fuzhong, Wang Xiaoying, Wang Zhijun and Jiao Bingzhu need to avoid voting. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2. Estimated category and amount of daily related party transactions
The total amount of related party transactions is expected to be no more than 186.5 million yuan. It mainly includes the following items:
(1) The company plans to build a new project with an annual output of 52000 tons of veterinary drug grade high-efficiency aureomycin and 1000 tons of aureomycin hydrochloride API in Tuoketuo Industrial Park, Tuoketuo county. The project covers a total area of 141.45 mu, with a total construction area of 84664m2 and a total structure area of 7330m2. The total investment of the project is 664587000 yuan, of which the estimated investment of construction engineering is 200604 million yuan. It is expected to complete 130 million yuan in 2022. After the project is completed, Fair settlement based on the project cost audited by the intermediary;
(2) In order to improve the coal storage capacity, the company plans to build a new coal shed in the plant area. The construction area of the coal shed is about 6270m2, with concrete independent foundation, 3-meter-high concrete slab wall around and color steel sector of steel structure above the slab wall. The total investment is expected to be 4.5 million yuan, and 4.5 million yuan is expected to be completed in 2022. After the project is completed, it will be fairly settled based on the project cost audited by the intermediary agency;
(3) The 1000 t / a doxycycline hydrochloride project of Inner Mongolia Jinhe Pharmaceutical Technology Co., Ltd., a subsidiary, is ready for construction and will start construction in Tuoketuo Industrial Park, Tuoketuo county. The total investment of the project is 909186 million yuan, including 226154 million yuan of estimated investment in construction engineering. It is expected to be completed in 2022. After the project is completed, it will be fairly settled based on the project cost audited by the intermediary agency;
(4) The subsidiary Jinhe environmental protection plans to undertake the sewage treatment business of the above "(1) and (3)" projects. It is necessary to expand the sewage treatment capacity and support the construction of phase V environmental protection project. The civil construction investment is expected to be 15 million yuan in 2022; The zero discharge upgrading and reconstruction project of wastewater is expected to invest 5 million yuan in civil engineering in 2022. After the completion of each project, it will be fairly settled based on the project cost audited by the intermediary;
(5) For other reconstruction and expansion and sporadic civil engineering, maintenance (decoration) projects of the company and its subsidiaries, the annual civil engineering investment is expected to be 10 million yuan. After the completion of each project, it will be fairly settled based on the project cost audited by the intermediary.
After the completion of the project, the above projects will be fairly settled based on the project cost audited by the intermediary, and the estimated transaction volume will be as of December 31, 2022. Under the condition of not exceeding the total amount of connected transactions, there can be appropriate adjustments between various items.
3. Actual occurrence of daily related party transactions in the previous year
(unit: 10000 yuan)
Guan Shifa
Related actual amount and
Difference between the actual expected amount of funds issued by the trading joint stock exchange and the amount easily generated by others in the index category on the disclosure date of the expected amount of funds
Proportion of internal affairs (%)
Capacity (%)
Announcement No.:
2021018； Announcement Name: accept the announcement of Jintu on the construction of an Weiyi by the public person of river construction and installation Co., Ltd. associated with Jinhe, Inner Mongolia and the expected related supply of 40.28% - 91.18% of the company in 20105622795 in 2021; Name of service repair station on bulletin network: http://www.cninfo.com
Net; Website address of announcement: www.cn info. com. cn.。
There is a big difference between the actual amount of some daily connected transactions of the company in 2021 and the expected amount of daily connected transactions calculated by the board of directors of the company, because the actual occurrence of daily connected transactions and the expected trading limit of the company are the upper limit of possible businesses of both parties. The amount of actual difference is determined according to the actual contract amount signed by both parties and the implementation progress, With great uncertainty.
The daily connected transactions of the company in 2021 are determined according to the amount and execution progress of the daily connected transactions actually signed by both parties. The actual occurrence of the pre transaction of daily connected transactions in 2021 is the upper limit of the possible business of both parties in 2021. If there is a large difference, there is great uncertainty. The actual transactions between the company and related parties are priced according to the market principle, fair and reasonable, do not harm the interests of the company and minority shareholders, and are conducive to the sustainable and steady development of the company.
2、 Related person introduction and relationship
1. Basic information of Jinhe construction and installation
Company name: Inner Mongolia Jinhe construction and installation Co., Ltd
Registered address: No. 81, Xinping Road, Tuoketuo County, Hohhot, Inner Mongolia Autonomous Region
Registered capital: 20.7 million yuan
Legal representative: Wang Dongxiao
Date of establishment: July 11, 2002
Business scope: Civil Engineering, contracting construction, house decoration, municipal engineering construction. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
As of December 31, 2021, Jinhe Jian'an had total assets of 1619217 million yuan, total liabilities of 432247 million yuan, net assets of 118697 million yuan, operating income of 358668 million yuan and net profit of -2.7772 million yuan. (the above financial data have not been audited)
2. Relationship with the company
Mr. Wang Dongxiao, the chairman of the company, holds 82% of the equity of Jinhe Jian'an, and the trading party is an affiliated legal person of the company. According to the relevant provisions of the stock listing rules of Shenzhen Stock Exchange, Jinhe Jian'an constitutes an affiliated party of the company.
3. Performance capability analysis
Since its establishment, Jinhe Jian'an has been mainly engaged in construction, installation and construction business, and its operation is in good condition. The labor services to be provided by Jinhe Jian'an meet its business scope and have good performance ability. Upon inquiry, Jinhe Jian'an does not belong to the dishonest executee. 3、 Main contents of related party transactions
1. Pricing policy and basis of transaction
The price of related party transactions between the company and its subsidiaries and Jinhe Jian'an follows the principles of fairness, impartiality and openness, and is priced according to the market price, which shall be subject to the audit results of a qualified third party. If the project needs to implement the bidding procedures according to the relevant provisions of the state and the company, Jinhe Jian'an will participate in the bidding according to the provisions. If it wins the bid, it will implement the relevant related party transactions, and if it fails to win the bid, it will not be implemented.
2. Agreement signing
Within the scope of daily connected transactions approved by the board of directors and the general meeting of shareholders of the company, the company or its subsidiaries sign specific connected transaction contracts with Jinhe Jian'an respectively. 4、 The purpose of transaction and the impact of transaction on Listed Companies
The related party transactions between the company and its subsidiaries and Jinhe construction and installation can effectively ensure the project quality and construction period. In case of project changes during project construction, it is conducive to timely coordination and handling, which will greatly improve the construction efficiency. It is a normal commercial transaction based on business needs. The transaction price is fairly and reasonably determined according to the market fair price, and the settlement and payment shall be subject to the audit results of a qualified third party. There is no behavior damaging the interests of the company and shareholders. The company's main business will not rely on related parties due to the above related party transactions and will not affect the independence of the company.
5、 Opinions of the recommendation institution on this transaction
After careful verification, the recommendation institution believes that:
The above proposal has been examined and approved by the board of directors and the board of supervisors of the company, and the independent directors have expressed their consent, and the procedure is legal and effective; The transaction price will be fairly and reasonably determined according to the fair market price, without damaging the interests of the company and other shareholders of the company, especially the minority shareholders. The sponsor has no objection to the estimated connected transactions in 2022. (there is no text on this page, which is the signature page of the verification opinions of Orient Securities Company Limited(600958) underwriting recommendation Co., Ltd. on the estimated connected transactions of Jinhe Biotechnology Co.Ltd(002688) 2022)
Sponsor representative (signature):
Han Yang Huang Jian
Orient Securities Company Limited(600958) underwriting and recommendation Co., Ltd. mm / DD / yyyy
