Huatai United Securities Co., Ltd. China International Capital Corporation Limited(601995) about S.F.Holding Co.Ltd(002352)
Verification opinions on the expected amount of daily connected transactions in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities”), China International Capital Corporation Limited(601995) (hereinafter referred to as ” China International Capital Corporation Limited(601995) “) are the co sponsors of S.F.Holding Co.Ltd(002352) (hereinafter referred to as “company”, “listed company” or ” S.F.Holding Co.Ltd(002352) “) non-public offering of A-Shares in 2021, In accordance with relevant laws and regulations such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shenzhen Stock Exchange, the guidelines for information disclosure of listed companies of Shenzhen Stock Exchange No. 6 – 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, The estimated amount of daily connected transactions in S.F.Holding Co.Ltd(002352) 2022 has been verified. The specific verification is as follows:
1、 Basic information of daily connected transactions
(I) overview
On January 26, 2022, S.F.Holding Co.Ltd(002352) the 21st Meeting of the 5th board of directors and the 18th meeting of the 5th board of supervisors deliberated and adopted the proposal on the estimation of the amount of daily related party transactions in 2022. According to the needs of the company’s production and operation, the company estimated the daily related party transactions in 2022, and the total amount of transactions with related parties in 2022 is expected to be RMB 4460 million.
Wang Wei and Zhang Yichen, the related directors of this proposal, have avoided voting. This proposal shall be submitted to the first extraordinary general meeting of shareholders in 2022 for deliberation, and the related shareholders shall avoid voting.
(II) category and amount of daily related party transactions expected in 2022
Unit: RMB 10000
2022 year 2021 year actual related party transactions of related parties estimated amount of related party transactions generated amount
(Unaudited)
Shenzhen Mingde holding provides labor express business, communication services, 28000 11946 Exhibition Co., Ltd. and its technical services and agency services to related parties
Subsidiaries accept 50000 29004 labor technical services and agency services provided by related parties
2022 year 2021 year actual related party transactions of related parties estimated amount of related party transactions generated amount
(Unaudited)
Purchase goods / equipment from related parties 33000 21738 standby
Actual controller of the company
Other companies under control accept labor agency services, advertising services, etc. provided by related parties 25000 18172 note 1
China Railway Shunfeng international express provides 10000 12710 labor transportation services to related parties
Transportation Co., Ltd. accepts labor transportation services provided by related parties 90000 61385
Golden arch China management supply chain services and distribution services
Co., Ltd. and its subsidiaries provide labor services to related parties 210000 162069 companies and franchisees
Total 446000 317024
Note 1: refers to other companies controlled by Mr. Wang Wei, the actual controller of the company, except “Shenzhen Mingde holding Development Co., Ltd. and its subsidiaries”. (III) actual occurrence of daily connected transactions in 2021
S.F.Holding Co.Ltd(002352) see the company’s daily review and disclosure of connected transactions on cninfo.com on January 8, 2021 and May 29, 2021 respectively（ http://www.cn.info.com.cn. ）The disclosed announcements are the announcement on the forecast of daily connected transactions in 2021 (Announcement No.: 2021-007) and the announcement on increasing the forecast of daily connected transactions in 2021 (Announcement No.: 2021-074).
Unit: RMB 10000
Actual amount of related party transactions in 2021 and 2021 note 2
Express business, communication
Provide communication services, technical 11946 30000 40% labor services and agency services to related parties
Shenzhen Mingde holding Development Co., Ltd
The company and its subsidiaries accept agency services provided by related parties and other services provided by 29004 45000 64% of the company
Purchase goods from related persons 21738 30000 72% goods / equipment
Lease 9794 10000 98% of the site from related parties
Provide transportation services to related parties 12710 55000 23% China Railway Shunfeng international express labor services
The company accepts transportation services provided by related parties
Labor supply 61385 90000 68%
Actual amount of related party transactions in 2021 and 2021 note 2
Golden arch China management provides supply chain services to related parties
The labor and distribution services of the company and its subsidiaries 162069 155000 105% and the concessionaire China international shipping container purchase from related parties
Box (Group) Co., Ltd. commodity / equipment procurement equipment 62132 140000 44% company and its subsidiaries
Total 370778 555000 67%
The trading activities between the company and the above related parties are the daily business activities of the company, and the trading amount accounts for a small proportion of the company’s overall business.
The board of directors of the daily related party transaction company’s actual issuance of daily related party transactions is a market-oriented behavior of two-way selection by both parties to the transaction. The specific transaction amount depends on the business development and actual needs of both parties if there is a large difference between the actual situation and the expectation. It is difficult for the company to accurately predict the transaction amount in the next year. Therefore, the actual amount of daily related party transactions in 2021 is lower than the expected amount of the company.
The independent directors of the company’s actual daily related party transactions and the board of directors of the company’s statement that there is a large difference between the actual and expected daily related party transactions in 2021 are in line with the actual situation of the company. Note 2: in 2021, the actual amount of individual items of the company’s above related party transactions exceeded the expected amount in 2021, but the excess did not meet the deliberation standard of the board of directors. Up to now, the annual financial report of the company in 2021 has not been prepared. The actual amount of related party transactions listed here in 2021 is unaudited. Note 3: any discrepancy between the total count and the mantissa of the sum of the added values in the above table is caused by rounding.
2、 Related person introduction and relationship
(I) basic information of related parties
1. Affiliated legal person
Company name registered local business legal representative / registered capital Director / share capital
International freight forwarders; Economic and technical consultation
Information consultation; Engage in business by franchise
Shenzhen Mingde Shenzhen Bao’an District national activities; Operating import and export business (except for the projects prohibited by laws, administrative regulations and the decision of the State Council, the projects restricted by Wang Weiyuan RMB Co., Ltd. No. 1111 must be approved after obtaining the permission
Battalion); Investment and establishment of industries (specific projects will be determined separately)
Declaration).
King Zhang Jiayin, Quarry Bay, Hong Kong, in golden arch
Investment, management and operation of many McDonald’s stores in Taikoo square, No. 979, Guoguan Youdao. (Cheung 1732260 Co., Ltd. Kayan, 35 / F, Shanda building, HKD 10000 Phyllis)
Company name registered local business legal representative / registered capital Director / share capital
China Railway Shunfeng Beijing Fengtai District Branch Road freight transportation; Railway freight transportation; Freight 50 million international express, No. 1 agent, No. 7, Zhonghe Road, Xuecheng; Import and export of goods, import and export of technology, import and export of Room 102, floor 1, building of Dai Zhou hongyunyuan RMB Co., Ltd; Rent commercial and office buildings.
2. Connected natural person
Mr. Wang Wei is the actual controller, chairman and general manager of the company. As of the disclosure date of this announcement, Mr. Wang Wei held 2701927139 shares of the company through Shenzhen Mingde holding Development Co., Ltd., accounting for 55.07% of the total share capital of the company.
Upon inquiry, the above related parties are not dishonest Executees.
(II) financial status of related parties
Unit: RMB million
Shenzhen Mingde holding Development Co., Ltd. China Railway Shunfeng International Express Co., Ltd
Financial indicators September 30, 2021 / January September 2021 September 30, 2021 / January September 2021
