The affiliated transaction amount super total purchases of Ningbo Oceanic Financial Suspects to be solved

The 18th issuance and review committee of the Securities and Futures Commission is scheduled to hold the 99th issuance review committee work conference on September 1, 2022, which will review the initial application of Ningbo Ocean Transportation Co., Ltd. at that time.

Ningbo Ocean's shipping business, ship agency business, and dry loose freight freight agency business for the main business of international, coastal and Yangtze River routes. The controlling shareholder of the company is the listed company Ningbo Port (Ningbo Zhoushan Port). The Ningbo Zhoushan Port directly and indirectly hold 90%of the Ningbo Ocean Ocean. The actual controller is the Zhejiang SASAC.

This time, Ningbo Ocean is intended to be listed on the main board of the Shanghai Stock Exchange. It plans to disclose 207.84 million shares in public. The company plans to raise 1.80 billion yuan in funds, which are used for container ship purchase projects, bulk cargo ship purchase projects, 10000TEU container purchase projects, and supplementary mobile fund projects.

The prospectus shows that the operating income of Ningbo Ocean from 2018 to 2020 and the first quarter of 2021 was 4.689 billion yuan, 5.114 billion yuan, 3.032 billion yuan, and 851 million yuan. The corresponding net profit of the same period was 147 million yuan, 188 million, respectively. The yuan, 304 million yuan and 97.38 million yuan show a rapid growth trend. However, during the reporting period, the company had a large amount of related transactions. At the same time, Ningbo Ocean purchased foreign trade fuel from related parties, but the related procurement amount exceeded the total foreign trade fuel purchase amount, and there were questions about the authenticity of affiliated transactions.

The prospectus shows that there is a large amount of affiliated transactions in Ningbo Ocean. The main types are related procurement and related sales. Among them, affiliated procurement is mainly for procurement fuel oil and loading and unloading port services; affiliated sales are mainly to provide short -term transportation services.招股书称，考虑到宁波远洋主要从事航运及航运代理行业，控股股东宁波舟山港主要从事集装箱、铁矿石、原油、煤炭、液化油品、粮食、矿建材料及其他货种的港口装卸及Relevant businesses, the two are in the industry upstream and downstream, and are expected to continue in the future affiliated transactions.

Ningbo Ocean also stated that the company has formulated the "Related Transaction Decision -making System" and the controlling shareholders have made the "Regulations and Reduction of Related Transactions". In short, the controlling shareholders cannot strictly fulfill the relevant commitments, and there is still a risk of damage to the interests of issuers and small and medium investors through related transactions.

The prospectus disclosed that during the reporting period, the materials purchased from related parties were mainly fuel oil. Ningbo Ocean mainly purchases domestic trade fuel from Ningbo CICC; purchased foreign trade fuel from the Bitzon Port International Trade Hong Kong and Harbor International Trade; purchased lubricants from Ningbo Port International Trade for the operation and maintenance of ship equipment machinery.

Data show that in 2020, Ningbo Ocean to buy foreign trade fuel for the total of 71.633 million yuan in foreign trade fuels from the International Trade of Hong Kong and Harbor. But at the same time, it was disclosed that in 2020, the total purchase amount of Ningbo's overseas foreign trade fuel was 71.5497 million yuan. This itself has contradictions. What is the reason for the difference? Is Ningbo Ocean's association transaction real? The reporter on this website sent a letter to verify, but the company did not respond.

In addition, Jiangsu Shagang Logistics Transportation Management Co., Ltd. is one of the main customers during the Ningbo ocean report. The prospectus shows that Jiangsu Shagang Group Co., Ltd. and Ningbo Ocean also jointly invested in the establishment of Zhoushan Port Xinggang Marine Co., Ltd. Shagang Group is not only a customer, but also an important partner. However, Ningbo Oceanic did not calculate Shagang Logistics as a related parties, and the transactions of both parties did not count as affiliated transactions. Is this method legal? Ningbo Ocean did not respond.

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