Minsheng Securities Co., Ltd
Verification opinions on the prediction of daily connected transactions in Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” or “sponsor”) is a sponsor of Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as ” Shanghai Haoyuan Chemexpress Co.Ltd(688131) ” or “company”) for initial public offering, listing on the science and innovation board and continuous supervision, 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 rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of companies listed on the science and Innovation Board of Shanghai Stock exchange (for Trial Implementation), and the guidelines for the application of the self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, the expected events of daily connected transactions in Shanghai Haoyuan Chemexpress Co.Ltd(688131) 2022 were verified, The details are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 20, 2022, the company held the fifth meeting of the third board of directors and the fifth meeting of the third board of supervisors respectively, deliberated and adopted the proposal on the prediction of related party transactions of the company in 2022. The related directors Zheng Baofu and Jin feimin avoided voting on the proposal, and the independent directors of the company approved the related party transactions in advance and expressed their independent opinions, This proposal still needs to be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The audit committee of the board of directors of the company deliberated and approved the proposal and issued written opinions, holding that the related party transactions expected by the company in 2022 are mainly purchases and sales within the normal business scope, in line with the actual situation of the company’s daily production and operation, the transaction is commercially reasonable, the transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, does not affect the independence of the company, and does not damage the interests of the company and shareholders, In particular, the interests of minority shareholders will not affect the independence of the company, and the company will not rely on related parties due to related party transactions.
The independent directors of the company issued their prior approval opinions: after verification, the related party transactions expected by the company in 2022 are mainly purchases and sales within the normal business scope, which are in line with the actual situation of the company’s daily production and operation. The transaction is commercially reasonable, and the transaction pricing follows the principles of fairness, impartiality and fair marketization, which does not affect the company
The independence of the company will have an impact, and the company will not rely on related parties due to related party transactions. We agree
The company estimates the related party transactions in 2022 and agrees to submit the proposal to the fifth meeting of the third board of directors
The meeting considered.
Independent directors of the company expressed independent opinions: after verification, the company’s estimated related party transactions in 2022 are mainly
The purchase and sale within the normal business scope conforms to the actual situation of the company’s daily production and operation, and the transaction has commercial significance
Rationality. The transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, which does not affect the independence of the company,
There is no damage to the interests of the company and shareholders, especially the interests of minority shareholders, which will not affect the independence of the company
The company will not rely on related parties due to related party transactions. We agree with the company’s expectation
Related party transactions in 2022. The deliberation and voting of the proposal comply with relevant laws, regulations and the articles of association
Related directors Zheng Baofu and Jin feimin avoided voting.
(II) estimated amount and category of related party transactions in 2022
Unit: 10000 yuan
At the beginning of 2022, it accounts for the same proportion in 2021
Related industries in the same category from 2022 to the disclosure date
The reason for the large difference between the estimated business ratio of the transaction related party and the business ratio of the related party between the estimated amount in 2022 and the actual amount of the accumulated paid transaction amount in 2021 (%)
amount of money
Gansu Hao is mainly because the estimated amount of the company is the upper limit of the possible business of Tianhua chemical’s cooperation, and the amount of related technology is Shanghai Pudong Development Bank Co.Ltd(600000) 4.55 765.60315011 6.92, In case of actual occurrence, it will be adjusted in time in combination with the actual procurement of both parties and the operation of the limited company, which belongs to the normal business behavior of the company and its subsidiaries and will not have a significant impact on the daily operation of the company.
This is mainly because the estimated amount of the company is the upper limit of the possible business of Shanghai Zhen and guanlianhao biology 100000 0.01 24.25 0.67 0.01, which will be adjusted in time in combination with the actual sales technology and operation of both parties, It belongs to the normal business behavior of the limited company and will not have a significant impact on the daily operation of the company.
Note 1: the data in the table is the amount excluding tax.
Note 2: relevant data of 2021 has been audited; Accumulated incurred with related parties from the beginning of 2022 to the disclosure date
Since the accounts in April have not been settled, 2022 is adopted to ensure the accuracy of the disclosed data
Data as at 31 March (Unaudited).
(III) prediction and implementation of related party transactions in 2021
Unit: 10000 yuan
The reason for the large difference between the actual estimated amount of related party transactions in 2021 and the actual amount of related party transactions in 2021
forehead
Gansu Hao is mainly due to the fact that the estimated amount of the company is the upper limit of the business of Ketian chemical energy in cooperation between the two sides. When it actually occurs, it will be adjusted in time in combination with the actual operation of the two sides, such as 50 Grandjoy Holdings Group Co.Ltd(000031) 5011 of associated mining technology, which belongs to the common business behavior of Zhenggou Co., Ltd, It will not have a significant impact on the daily operation of the company.
company
Shanghai Zhen is mainly due to the fact that the estimated amount of the company is the upper limit of the business that can be related to the sales of Hao bioenergy through cooperation between the two parties. When it actually occurs, it will be adjusted in time in combination with the actual operation of the two parties with the sales Technology of 100000 and 0.67, which belongs to the normal business behavior of the company, It will not have a significant impact on the daily operation of the company.
Note 1: the data in the table are the audited amount excluding tax.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Gansu Haotian Chemical Technology Co., Ltd. (hereinafter referred to as “Gansu Haotian”)
Company name: Gansu Haotian Chemical Technology Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Xue Jijun
The registered capital is 11917003 yuan
Date of establishment: April 23, 2009
Address: No. 1907, innovation building, innovation park, high tech Zone, No. 18, Yannan Road, Chengguan District, Lanzhou City, Gansu Province
Main office location: No. 1907, innovation building, innovation park, high tech Zone, No. 18, Yannan Road, Chengguan District, Lanzhou City, Gansu Province
Actual controller Xue Jijun, holding 276747%
Technology development, technical consultation, technical services and technology transfer in the field of chemical science and technology; chemical industry
Business scope: Wholesale and retail of raw materials and products (except for those prohibited by the state and subject to special permission)
Outside).
As of December 31, 2021 in the latest accounting year, the total assets were 462636000 yuan and the net assets were 2682334 yuan
The main financial of the degree is tens of thousands of yuan; In 2021, the operating revenue was 239075000 yuan and the net profit was 414625 million yuan.
according to
2. Shanghai Zhenhao Biotechnology Co., Ltd. (hereinafter referred to as “Zhenhao biotechnology”)
Enterprise name: Shanghai Zhenhao Biotechnology Co., Ltd. enterprise type limited liability company (foreign-invested enterprise and domestic joint venture) legal representative Jianxin Chen, with a registered capital of 50 million yuan
Date of establishment: June 2, 2020
Address: Building 10, No. 860, Xinyang Road, Lingang New Area, China (Shanghai) pilot Free Trade Zone
The main office is building 10, No. 860, Xinyang Road, Lingang New Area, China (Shanghai) pilot free trade zone
place
The major shareholder Shanghai Zhenge Biotechnology Co., Ltd. holds 60% and Shanghai Haoyuan Chemexpress Co.Ltd(688131) holds 40%
General projects: engaged in Biotechnology (except the development and application of human stem cells and gene diagnosis and treatment technology), technical services, technology development, technical consultation, technical exchange, transfer of technology business scope and technology promotion in the field of chemical science and technology; Sales of chemical products (excluding licensed chemical products); Import and export of goods; Technology import and export. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license).
Last one
As of December 31, 2021, the total assets of the fiscal year are 815597 million yuan and the net assets are 329278 million yuan; In 2021, the company realized an operating income of 1.4186 million yuan and a net profit of -16.512 million yuan. Business data
(II) relationship with listed companies
1. Gansu Haotian
The company holds 113397% of the equity of Gansu Haotian Chemical Technology Co., Ltd. at the same time, Jin feimin, the director of the company, serves as the director of Gansu Haotian. According to the relevant provisions of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Gansu Haotian is the related party of the company.
2. Zhenhao biology
The company holds 40% of the equity of Zhenhao biology, and Zheng Baofu, the actual controller, chairman and general manager of the company, serves as the director of Zhenhao biology. According to the relevant provisions of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, Zhenhao biology is the related party of the company.
(III) performance capability analysis
Gansu Haotian and Zhenhao biology exist and operate continuously according to law, and have good performance and payment ability. In 2021, the company’s trading orders with Gansu Haotian and its subsidiaries and Zhenhao biology were well executed. The company will sign contracts or agreements with counterparties on the related party transactions expected to occur in 2022 and implement them in strict accordance with the agreement, with legal guarantee for performance.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The related party transactions of the company mainly involve the purchase of raw materials from the joint-stock company Gansu Haotian and its subsidiaries; Sell small molecular compounds to Zhenhao biology, a joint-stock company. The above-mentioned related party transactions will follow the open, fair and just market-oriented principles and be conducted by both parties on the basis of market fair price
