China Securities Co.Ltd(601066) about
China Resources Chemical Innovative Materials Co.Ltd(301090)
Verification opinions on the prediction of daily connected transactions in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as “sponsor”) as a sponsor of China Resources Chemical Innovative Materials Co.Ltd(301090) (hereinafter referred to as ” China Resources Chemical Innovative Materials Co.Ltd(301090) ” and “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. 13 – recommendation business, and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of listed companies on the gem, after careful verification, The verification opinions on the expected daily related party transactions in China Resources Chemical Innovative Materials Co.Ltd(301090) 2022 are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the business development of China Resources Chemical Innovative Materials Co.Ltd(301090) and the business plan of 2022, the company and its subsidiaries are expected to have related party transactions with the related parties equal to China Resources Yibao beverage (China) Co., Ltd., which are jointly controlled by China Resources Co., Ltd., the actual controller of the company, and other related parties Changzhou Hongchuan petrochemical storage Co., Ltd. the transactions mainly involve the purchase of goods and services, the sale of products Related party leases, deposits and loans of related parties, etc. In 2021, the company expects to purchase goods and services from related parties with a total amount of 476.3 million yuan, sell products to related parties with a total amount of 150 million yuan, lease related parties with a total amount of 13.15 million yuan, and deposit and loan interest income and handling charges from related parties with a total amount of 1.726 million yuan; In 2021, the total amount of goods and services actually purchased by the company from related parties was 160.666 million yuan, the total amount of products sold to related parties was 47.25214 million yuan, the related party lease was 3.9891 million yuan, and the deposit and loan interest income and handling fee of related parties were 1.8315 million yuan. Combined with the actual situation of the company’s related party transactions in 2021, the company expects that the total amount of goods and services purchased from related parties in 2022 will be 289698600 yuan, the total amount of products sold to related parties will be 966 million yuan, the related party lease will be 7.2039 million yuan, and the interest income and handling fee of related parties’ deposits and loans will be 3.002 million yuan.
On January 25, 2022, the 22nd Meeting of the first board of directors of the company deliberated and adopted the proposal on the limit of connected transactions with enterprises controlled by China Resources Co., Ltd. in 2022 by 4 votes in favor, 0 votes against and 0 abstentions respectively, in which Chen Xiaojun, Tian Meiyuan and Fang Xin avoided voting; The proposal on the limit of connected transactions with other related parties Changzhou Hongchuan petrochemical storage Co., Ltd. in 2022 was considered and adopted by 5 votes in favor, 0 against and 0 abstention, in which Tian Meiyuan and Fang Xin avoided voting. The 14th meeting of the first board of supervisors of the company also considered and adopted the above two proposals. The independent directors of the company have expressed their agreed independent opinions and prior approval opinions.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, the above related party transactions are expected to be submitted to the general meeting of shareholders for deliberation, including China Resources chemical materials Investment Co., Ltd. (formerly China Resources chemical materials Co., Ltd., which has changed its name), China Resources Chemical Co., Ltd China Securities Co.Ltd(601066) Securities – Shanghai Pudong Development Bank Co.Ltd(600000) – China Securities Co.Ltd(601066) China Resources chemical materials No. 1 strategic placement collective asset management plan and other three related shareholders will avoid voting on the proposal on the limit of related party transactions with enterprises controlled by China Resources Co., Ltd. in 2022; China Resources chemical materials Investment Co., Ltd. will abstain from voting on the proposal on the limit of related party transactions with other related parties Changzhou Hongchuan petrochemical storage Co., Ltd. in 2022.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions issued as of the disclosure of the previous year
Amount incurred on the estimated amount date of easy content pricing principle of related parties of easy category
amount of money
Subject to the purchase of goods by China Resources Co., Ltd. and according to the market price agreement
The price of service providers under the same control of the company is 3000 0.978 2035.68
Related parties
The construction of China Resources Construction Co., Ltd. is based on the market price agreement
Company pricing 6319.72 615.37 11875.88
Refer to Jiangsu electric power transportation
To the associated China Resources (Jiangsu) e-commerce center Co., Ltd
The annual transaction announced by purchasing power sales Co., Ltd. was 5252.49 0
Average price of goods and transactions
Service reference: Guangdong electric power
Monthly announcement of China Resources Power (Guangyi Center)
East) Sales Co., Ltd. production power trading and bidding settlement 9442.65 0
Si Guo
Runlian software system cooperates according to the market price
(Shenzhen) Co., Ltd. It service provider pricing 3000 26.09 505.51
department
Changzhou Hongchuan Petrochemical warehouse storage service is based on the market price agreement
Storage Co., Ltd. pricing 1955 0 1649.53
To the associated China Resources Yibao beverage
Public bidding for products sold by human sales (China) Co., Ltd. 96600 3273.30 47252.14 product division
The related party lease is negotiated by China Resources Co., Ltd. according to the market price
The price of the House Lessee under the same control of the leasing company is 720.39 51.90 398.91
Related parties
Interest income 300.00 0 183.07
The related party Zhuhai China Resources Bank shares agreed according to the market price
Deposit and loan Co., Ltd
Handling fee 0.20 0.08 0.08
Note: 1. The number of related parties jointly controlled by China Resources Co., Ltd., the actual controller of the company, is large, so it is difficult to disclose all related party information. The company separately lists the related parties that are expected to have a transaction amount of more than 3 million with a single related party and reach 0.5% of the audited net assets of the company in the previous year, Other related parties shall be consolidated and listed according to the same actual controller.
2. The amount of related party transactions between the company and China Resources Yibao is calculated and listed according to the total amount of transactions of subordinate companies and agent factories conducted under the bidding framework of China Resources Yibao beverage (China) Co., Ltd.
3. The “amount incurred as of the disclosure date” and “amount incurred in the previous year” in the table have not been audited, and the actual data shall be subject to the final audit results.
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Actual occurrence actual occurrence disclosure date related party transactions related party transactions actual occurrence estimated amount accounting for the same amount and business proportion of the expected period and the amount of easy content of the claim type
（％） （%）
Goods purchased by China Resources Co., Ltd
And services under the same control of the company 2035.68 10930 3.31% – 81.38%/
Related parties
Construction of China Resources Construction Co., Ltd
Division 11875.88 30000 26.13% – 60.41%/
Purchase power for China Resources (Jiangsu) power production from related parties
Li Sales Co., Ltd. Li 0 1000 0 – 100%/
Goods and
Serving China Resources Power (Guangzhou) production power
East) Sales Co., Ltd. Gongli 0 1000 0 – 100%/
department
Runlian software system
(Shenzhen) Co., Ltd. It service 505.51 1700 81.38% – 70.26%/
department
Changzhou Hongchuan Petrochemical warehouse storage service
Storage Co., Ltd. 1649.53 3000 47.91% – 45.02%/
To the associated China Resources Yibao beverage
Products sold by people’s sales (China) Co., Ltd. 47252.14 150000 4.71% – 68.50%/
Product division
Affiliated leasehold by China Resources Co., Ltd
House leasing under the same control of the leasing company 398.91 1315 52.89% – 69.66%/
Related parties
Interest income 183.07 172.5 10.79% 6.13%/
Related party: Zhuhai China Resources Bank stock deposit and loan Co., Ltd
Handling charge 0.08 0.10 0.05% – 20%/
In the daily related party transactions in 2021, the actual amount incurred by the company and the above related parties is quite different from the expected amount, mainly because the daily related party transactions are estimated by the board of directors based on the actual market conditions and business development needs, The company makes strategic adjustments to procurement, sales and other businesses according to the business description with great differences between the actual and expected. The above differences are positive
