Citic Securities Company Limited(600030)
About Chongqing Baiya Sanitary Products Co.Ltd(003006)
Verification opinions on daily connected transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) is the sponsor of the initial public offering of shares by Chongqing Baiya sanitary products Co., Ltd. (hereinafter referred to as ” Chongqing Baiya Sanitary Products Co.Ltd(003006) ” or “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 self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 – recommendation business, and the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board of China Securities Regulatory Commission, The daily related party transactions in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022 are verified and the verification opinions are as follows:
1、 Category and amount of estimated daily related party transactions
Unit: 10000 yuan
Related party transactions related party transactions related party transactions as of the disclosure date in 2022, actual category related party content pricing principle, expected amount and inter event amount from January to November 2021
amount of money
The market price of leased houses from related parties is 30.00 0.00 17.50
Selling products to the related person Guizhou Heli at the market price of 2100.00 0.00 1448.10
Total 2130.00 0.00 1465.60
Note: the above actual amount from January to November 2021 has not been audited.
2、 Actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual amount in 2021
Related party transactions from January to November, the proportion of related party transactions in the disclosure date of similar business and expected amount and the expected amount of inter company deposits of Suoyi type in 2021 (%) difference (%)
forehead
From April 27, 2021, we rented Jill’s house from the related party, from 17.50 to 20.00 to 12.50, http://www.cninfo.com.cn, Announcement No.: 2021-010
Sales to related Guizhou 1448.10 1650.00-12.24 August 19, 2021 sales of Heli product day, spring tide information
Product network, Announcement No.: 2021-037
Description of the board of directors of the company on the significant difference between the actual occurrence of daily related party transactions and the expected inapplicability (if applicable) description of the independent directors of the company on the significant difference between the actual occurrence of daily related party transactions and the expected inapplicability (if applicable)
Note: 1. The above actual amount from January to November 2021 has not been audited;
2. Since there is no statistical result on the amount of similar business in 2021, the proportion of “actual amount in similar business”
(%) “has no calculation result;
3. Variance ratio between actual amount and estimated amount = (actual amount – estimated amount) / estimated amount × 100%。
3、 Related person introduction and relationship
1. Chongqing Jill Trading Co., Ltd
Legal representative: Feng Yonglin
Registered capital: 13.78 million yuan
Business scope: general items: Sales: hardware, electromechanical equipment, auto parts, instruments and meters; Enterprise management consulting services; Own house lease. “Those prohibited from operating according to law shall not operate; they shall not operate without permission and approval according to law” ★★ (except for the items that must be approved according to law, they shall independently carry out business activities according to law with their business license)
Address: Hongxing Longdong Bay, Nanquan Town, Banan District, Chongqing
Financial data: as of December 31, 2021, the total assets of Jill commerce and trade were 51.4727 million yuan, the net assets were 48.691 million yuan, the operating income was 3.4454 million yuan, and the net profit was 741300 yuan (the above financial data were not audited).
Relationship: Mr. Feng Yonglin, chairman of the company, serves as the chairman of Jill commerce and trade, and Mr. Xie Qiulin, director of Jill commerce and trade serves as the director of Jill commerce and trade. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Jill trading is an affiliated legal person of the company.
Analysis of performance ability: Jill commerce and trade’s daily operation is normal, and it is not a dishonest executee, so it has the ability to perform the contract.
2. Guizhou Heli Supermarket Purchasing Co., Ltd
Legal representative: Li Dexiang
Registered capital: 30 million yuan
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; Where a license (examination and approval) is required by laws, regulations or decisions of the State Council, the business shall be operated on the strength of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that no license (examination and approval) is required, the market entities shall choose to operate independently. (Sales: food (licensed operation), daily necessities, department stores, hardware and electricity, cultural goods, sporting goods, leather products, office supplies, audio products, books and periodicals (licensed operation), handicrafts (excluding ivory and ivory products), building materials, decoration materials, computers, communication equipment (excluding wireless radiation and satellite receiving equipment), clocks Glasses (excluding contact lenses), luggage, chemical products (excluding dangerous chemicals and precursor chemicals), household appliances, electric bicycles and accessories, auto parts, auto decorations, knitwear and textiles, clothing, shoes and hats, Shenzhen Agricultural Products Group Co.Ltd(000061) (except special), medical devices (licensed operation), cosmetics, washing supplies, photographic equipment, toys Family planning supplies (excluding drugs and medical devices), disinfection supplies (excluding dangerous chemicals) and pet supplies; Import and export trade (excluding items restricted and prohibited by the state); Retail of tobacco (it can be operated only after obtaining the tobacco monopoly retail license); Pharmaceutical Trading (licensed trading); Entrusted to handle telecommunications business; Cargo transportation, warehousing, loading and unloading, processing, sorting, distribution and information services (only branches with business sites within the scope of government planning can operate with licenses); Small package iodized salt and small package multi variety salt sales (operating with salt retail license), food processing (operating with license), indoor entertainment services.)
Address: No. 9, floor 31, unit 2, building 9, Pengjiawan huaguoyuan project, huaguoyuan back street, Nanming District, Guiyang City, Guizhou Province (huaguoyuan community)
Financial data: as of September 30, 2021, Guizhou Heli had total assets of 662221800 yuan, net assets of 213333100 yuan, operating income of 2147633800 yuan and net profit of 52.7474 million yuan (the above data are Unaudited).
Related relationship: Mr. Jin Ming, the director of the company, serves as the director of Guizhou Heli Huimin Minsheng Supermarket Co., Ltd., which is a wholly-owned subsidiary of Guizhou Heli Huimin Minsheng Supermarket Co., Ltd. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Guizhou Heli is an affiliated legal person of the company.
Analysis of performance capability: Guizhou Heli’s daily operation is normal, and it is not a dishonest executee, so it has the performance capability.
4、 Main contents of related party transactions
(I) pricing policy and basis
The above related party transactions shall follow the principles of openness, fairness and impartiality, and the actual settlement price shall be determined according to the business development, which shall be determined by both parties through negotiation with reference to the market price. The transaction price shall be calculated according to the agreed price and the actual transaction quantity, and the payment arrangement and settlement method shall be implemented according to the contract.
(II) signing of related party transaction agreement
The related party transaction agreement shall be signed by the company and related parties according to the actual business conditions.
5、 Purpose of related party transactions and its impact on Listed Companies
The transactions between the company and related parties are based on the needs of daily production and operation, which helps to provide better services for customers and realize the stable and sustainable development of the company. The transaction price of the above connected transactions shall be fairly and reasonably determined according to the agreed price or market conditions, and there is no behavior damaging the interests of the company and all shareholders. Meanwhile, the above related party transactions have no impact on the independence of the company, and the company’s business will not rely on or be controlled by related parties due to such transactions.
6、 Decision making procedures for related party transactions
The fourth meeting of the third board of directors and the fourth meeting of the third board of supervisors deliberated and adopted the proposal on the prediction of daily connected transactions in 2022, and the connected directors avoided voting. The daily connected transactions have been approved by the independent directors in advance, and the independent directors have expressed independent opinions and agreed to the proposal.
7、 Verification opinions of the recommendation institution
The sponsor has carefully checked the above daily related party transactions in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022 and reviewed the board meeting proposals, resolutions and other relevant materials involved in the related party transactions. The sponsor believes that the daily related party transactions in 2022 meet the normal needs of the company’s business development and production and operation, and have been deliberated and approved by the board of directors of the company, With the prior approval and consent of the independent directors, it complies with the provisions of the company law, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board and other laws and regulations and the articles of association. The connected transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit and will not affect the independence of the company, There is no situation that damages the interests of the company and all shareholders.
In conclusion, the sponsor has no objection to the company’s daily related party transactions in 2022.
(there is no text on this page, which is the signature and seal page of Citic Securities Company Limited(600030) verification opinions on the forecast of daily connected transactions in Chongqing Baiya Sanitary Products Co.Ltd(003006) 2022)
Sponsor representative: Wei Hong Min Hua Li Ning
Citic Securities Company Limited(600030) January 14, 2022
