Guosen Securities Co.Ltd(002736)
About Ningbo Color Master Batch Co.Ltd(301019)
Verification opinions on the prediction of daily connected transactions in 2022
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 on the Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem and other relevant provisions, as a sponsor of Ningbo Color Master Batch Co.Ltd(301019) (hereinafter referred to as " Ningbo Color Master Batch Co.Ltd(301019) " or "the company") for initial public offering of shares and listing on the gem of Shenzhen Stock Exchange, Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) " or "sponsor") has carefully and prudently verified the daily connected transactions of the company in 2022. The details of verification are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the business development needs of the company, the company plans to have related party transactions with Ningbo Jinzhong plasticization Co., Ltd. (hereinafter referred to as "Jinzhong plasticization") with a total amount of no more than 1.5 million yuan in 2022.
The company held the 16th meeting of the first board of directors and the 11th meeting of the first board of supervisors on April 22, 2022, and deliberated and adopted the proposal on the prediction of the company's daily connected transactions in 2022. The independent directors approved the above-mentioned related party transactions in advance and expressed their agreed independent opinions. This matter needs to be submitted to the general meeting of shareholders of the company for deliberation, and the related parties interested in the related party transaction will withdraw from voting.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transactions pricing originally estimated amount of last year's actual amount
For the sale of commodity gold, the color masterbatch sold by Zhongsu shall be determined through consultation with reference to the market price of similar products such as Cihua 150.00 115.83
Total 150.00 115.83
2、 Introduction and relationship of related parties
1. Basic information of related parties
Company name: Ningbo Jinzhong plasticization Co., Ltd
The basic information of Jinzhong plasticizer industrial and commercial registration is as follows: unified social credit code 91330212599471553g
Address: No. 1333, Xiaying section, Yinxian Avenue, Yinzhou District, Ningbo City, Zhejiang Province (2-129 and 130 in Ningbo Yinzhou Jiji material trading market)
Legal representative: Zhou Liuwei
Company type: limited liability company (invested or controlled by natural person)
Registered capital: 1 million yuan
Wholesale business scope of raw materials, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics, plastics and plastics; Import and export of self operated or agent goods and technologies, except those restricted or prohibited by the state. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Date of establishment: August 1, 2012
Long term business term
2. Related relationship: Jinzhong plasticization is a company in which Zhao Dong, the son of Zhao Maohua, a director of the company, holds 90% of the shares and is actually controlled.
3. Related party's performance ability: according to the company's inquiry, the related party is not a dishonest executee, with normal production and operation, good financial status and good performance ability.
3、 Main contents and pricing policies of related party transactions
According to the business development needs of the company, the company and Jinzhong plasticization are expected to have related party transactions with a total amount of no more than 1.5 million yuan in 2022. The company will conduct business transactions with related parties according to actual needs and sign relevant agreements or contracts within the scope of daily related party transactions in 2022. The transaction amount of related party transactions will be determined at fair prices and conditions in accordance with the principles of openness, fairness and impartiality. The transaction pricing policy and pricing basis are taken as reference, and the market price of similar products shall be determined by both parties through negotiation.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions are the daily related party transactions of the company and are reasonable and necessary. The related party transactions between the company and related parties follow the principle of market fairness, and there is no damage to the interests of the company and shareholders. The company is independent of related parties in terms of business, personnel, finance, assets and institutions. Related party transactions will not affect the independence of the company, and the main business of the company will not rely on related parties due to such transactions.
5、 Review procedures for implementation
(I) deliberations of the board of directors
The company held the 16th meeting of the first board of directors on April 22, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022.
(II) opinions of the board of supervisors
The company held the 11th meeting of the first board of supervisors on April 22, 2022. The board of supervisors believes that the expected events of the company's related party transactions are required by the company's daily operation and are in line with the actual situation of the company. The transactions between the company and related parties are in line with the principles of good faith, fairness and impartiality, and there is no behavior damaging the interests of the company and all shareholders.
(III) opinions of independent directors
1. Prior approval opinions of independent directors
After full understanding of the company's matter and prior review, all independent directors believe that the board of directors of the company has fulfilled the procedures of submitting the related party transaction proposal to us for prior review in accordance with relevant regulations before considering the related party transaction proposal. This connected transaction is in line with the interests of the company and all shareholders, there is no behavior and situation damaging the interests of minority shareholders, and in line with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange. It is agreed to submit this connected transaction proposal to the board of directors of the company for deliberation.
2. Independent opinions of independent directors
All independent directors believe that the expected events of the company's related party transactions are required by the company's daily operation, comply with the principles of openness, fairness and impartiality, and do not harm the interests of the company. They have performed the necessary procedures and comply with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange, the articles of association and other laws, regulations and normative documents. We agree with the expected events of the company's daily related party transactions, And agreed to submit it to the 2021 annual general meeting of shareholders of the company for deliberation.
6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above expected related party transactions have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their opinions approved and agreed in advance, which needs to be deliberated and approved by the general meeting of shareholders. The daily connected transactions expected to occur in 2022 have fulfilled the necessary procedures and comply with the requirements of relevant laws, regulations and normative documents such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of GEM listed companies, and have not damaged the interests of the company and shareholders Guosen Securities Co.Ltd(002736) has no objection to the company's forecast of daily connected transactions in 2022.
(no text below)
(there is no text on this page, which is the signature and seal page of Guosen Securities Co.Ltd(002736) opinions on the verification of Ningbo Color Master Batch Co.Ltd(301019) 2022 annual forecast of daily connected transactions)
Sponsor representative:
Looking forward to Bian Yuchen
Guosen Securities Co.Ltd(002736) MM DD YY
