Regulatory Filings • Feb 8, 2021
Regulatory Filings
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• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE
The company Sinteza SA informs the interested public regarding the fact that the external auditor of the company ACF Confident SRL issued an Independent Insurance Report on the transactions reported by the company during the second semester of 2020 in accordance with the provisions of art. 92 ind.3 of Law no. 24/2017. The independent insurance report of ACF Confident SRL attached to this current report is also available on the website www.sinteza.ro.
GENERAL MANAGER Tudor Stoia
ACF Confident SRL Oradea, str. Dimitrie Cantemir 24-26 Tel / fax 0359 800586 [email protected] Electronic Public Registry (RPE) ASPAAS: FA 777
Independent insurance report issued in accordance with Regulation no. 5/2018 of the Financial Supervisory Authority
To: Board of Directors of Sinteza S.A.
We were contracted by Societatea Sinteza S.A. to report based on the requirements of Law no. 24/2017 on issuers of financial instruments and market operations, as subsequently amended and supplemented (hereinafter referred to as "Law 24/2017") on the information included in the attached current reports dated 11.08.2020 and 21.12.2020 (hereinafter referred to as "Current reports"), which were prepared by the Company in accordance with the requirements of Article 92 ^ 3 of Law no. 24/2017 and with the provisions of the FSA Regulation no. 5/2018 of the Financial Supervisory Authority (hereinafter referred to as "ASF") to report to the Financial Supervisory Authority ("ASF") and the Bucharest Stock Exchange ("BVB") for the period July 1, 2020- 31.12.2020, under the form of a limited insurance conclusion.
Our report is for the sole purpose of the first paragraph of this report, and is prepared for the information of the Company, BVB and ASF and will not be used for any other purpose. Our report must not be considered appropriate for use by any party wishing to acquire rights with us, other than the Company, for any purpose or in any context.
Any party other than the Company that obtains access to or a copy of our report and chooses to rely on our report (or part of it) will do so at its own risk. Our commitment was made in order to be able to report those issues that we need to report in an independent limited insurance report, and not for other purposes. This report relates only to the elements specified in this report and does not extend to the financial statements or other reports issued by the Company, considered individually or as a whole.
The Company's management is responsible for drawing up the current Reports and concluding the reported transactions in accordance with the requirements of Law no. 24/2017 and of the FSA Regulation no. 5/2018, with subsequent amendments and completions. Also, the Company's management has the responsibility to design, implement and maintain internal controls that allow the preparation of current Reports, so that they are free from significant misstatement due to fraud or error. The Company's management is also responsible for ensuring that the supporting documents underlying the preparation of current Reports, as well as the evidence provided to the auditor, are complete, correct and justified.
Our limited assurance mission was conducted in accordance with International Standards on Insurance Commitments, namely ISAE 3000 (revised) "International Standard on Assurance Assignments, Other Than Auditing or Reviewing Historical Financial Information". These regulations require us to comply with the Code of Ethics and Independence Standards, to plan and carry out the assurance mission, so as to obtain limited assurance on the current Reports.
We apply the International Quality Control Standard 1 ("ISQC 1") and, as a result, maintain a sound quality control system, including policies and procedures that document compliance with relevant ethical and professional standards and requirements in applicable laws or regulations.
We comply with the independence and other ethical requirements of the International Code of Ethics for Professional Accountants (including the International Standards on Independence) issued by the International Accounting Standards Board ("IESBA Code"), which sets out the fundamental principles of integrity, objectivity, professional competence and due attention, confidentiality and professional behavior.
The procedures selected depend on the auditor's professional judgment and our understanding of the reported transactions included in the Current Reports and other circumstances of the engagement, as well as our considerations regarding areas where material misstatement may occur. In obtaining an understanding of the reported transaction included in the Current Reports, we considered the process used by the Company to conclude transactions and to prepare and present the current report, in accordance with the requirements of Law 24/2017 and FSA Regulation no. 5/2018 to establish the relevant insurance procedures in the given circumstances, but not for the purpose of expressing a conclusion on the effectiveness of the Company's process or internal control for concluding the reported transaction, included in the Current Reports and for preparing and submitting the attached Current Reports.
The procedures include, in particular, interviews with the staff responsible for financial reporting and risk management, as well as additional procedures, which aim to obtain evidence on the information included in the current Reports.
The procedures for obtaining evidence under a limited insurance commitment differ in nature and placement over time, and are more limited in scope than in a reasonable insurance commitment. Consequently, the level of insurance obtained in a limited insurance commitment is considerably lower than that which would have been obtained if a reasonable insurance commitment had been made.
Regarding the current Reports of the Company, in order to evaluate the correct and justified nature of the reported transactions, we performed the following procedures:
1) We have obtained from the Company the attached Current Reports, related to the audited period and the details of the transactions included in these Reports.
2) We have verified that the persons approving these Current Reports are the authorized representatives of the Company and we have requested the list of authorized signatures.
3) For the analyzed transactions, presented in the current Reports, we determined whether their details correspond in all significant aspects with the information included in the contracts, made available to us and if they were signed by the Company's representatives, according to the list of authorized signatures provided to us. . Where appropriate, we compared whether the details included in the Current Reports correspond to the documentation related to the respective contracts: the parties who signed the supporting documents; the date on which the documentation was signed and its nature; description of the type of services indicated in the documentation; the total value realized or estimated of the contracts and, the guarantees constituted and the stipulated penalties, the terms and the method of payment, as well as the related contractual conditions.
4) For the analyzed transactions, we compared whether the details presented in the attached Current Reports correspond to the information we obtained from the interviews with the Company's management, as well as to other documents attached to the contracts, as appropriate.
5) For the transactions analyzed, regarding the interest established for loans between the Company and related parties, we discussed with the Company's management how these interests were established and whether, on a case-by-case basis, the agreed interest rates correspond to those used in contractual relations with other parties (third parties), for similar services and respectively if the related contracts are approved by the Board of Directors.
The interest rates established in the loan agreements were compared with the average interest rates published by the National Bank of Romania in the monthly Bulletin of July 2020 for loans in EUR and RON granted to non-financial companies.
Our procedures were performed exclusively on the transactions included in the attached Current Reports, which refer to the period July 1, 2020 - December 31, 2020. We did not perform any procedure to verify that the Current Reports include all transactions that the Company must report under Article 92 ^ 3 of Law no. 24/2017 for this period.
Our conclusion is based on and taking into account the issues presented in this independent limited liability report.
Based on the procedures described above and the evidence obtained, we did not become aware of any aspect that would lead us to consider that:
a) The information included in the attached Current Reports is not consistent in all material respects with the supporting documents made available to us by the Company;
b) The information included in the attached Current Reports does not comply in all significant aspects with the requirements of Law 24/2017 and FSA Regulation no. 5/2018, regarding the parties who signed the supporting documents; the date on which the documentation was signed and its nature; description of the type of services indicated in the documentation; the total amount realized or estimated of the contracts and, where applicable, the guarantees provided and the penalties stipulated, the terms and method of payment; as well as the related contractual conditions.
c) The contracts related to the reported and analyzed transactions were not duly authorized by the Company's representatives and were not approved by the Board of Directors.
d) The prices agreed between the parties were not accepted by mutual agreement on the basis of the type of services and other terms and conditions stipulated, as the case may be, in the agreements between the parties and were not determined in accordance with the criteria referred to in paragraph 5. from the list of procedures above.
Date: January 28, 2021
Place of issue: Oradea, Romania
In the name The name of the audit firm ACF Confident SRL Oradea, Str, Dimitrie Cantemir 24-26 RPE number: FA 777
Represented by:
Partner Urs Parasca- ASPAAS authorized financial auditor Registered at the Romanian Chamber of Financial Auditors ID card number RPE AF 1207
• THE ISSUING COMPANY: SINTEZA S.A.
• SOCIAL HEADQUARTERS: Sos. Borsului nr.35, Oradea county BIHOR
• PHONE: 0259456116; 0259444969, FAX: 0259462224
• UNIQUE REGISTRATION CODE AT THE TRADE REGISTER OFFICE : 67329
• REGISTRATION NUMBER AT THE TRADE REGISTER OFFICE: J / 05/197/1991
• SOCIAL CAPITAL SUBSCRIBED AND PAID-UP : 9916888,50 LEI
• THE REGULATED MARKET FOR TRANSACTION OF THE ISSUED SECURITIES : BVB
( BUCHAREST STOCK EXCHANGE )
IMPORTANT EVENT TO REPORT : Reporting on legal acts acording with art. 82 of the Law no.24/2017
| No. Crt. |
Entity with wich the Company concluded the legal act |
Nature of the act and the conclusion date |
Object of the legal act | Total value of the legal act or estimation |
its | Mutual liabilities of the parties of agreement |
Guarantees constituted, penalties stipulated |
Payment terms and moders |
|---|---|---|---|---|---|---|---|---|
| 1 | Bank Transilvania SA Cluj Sucursala Oradea |
Add no. 16/2755/ 07.08.2020 to the Contract 2755/2012 |
Credit line extension for current activity over a period of 12 months ; |
1.050.000 EUR; | - | Warranties: | Scadent 14.08.2021 |
|
| 1. Movable mortgage no. 2755 / CES / 01 / | ||||||||
| 22.02.2012, amended and supplemented | ||||||||
| by subsequent additional documents, on | ||||||||
| the receipts and balance of the current | ||||||||
| account and sub-accounts opened at Banca | ||||||||
| Transilvania. | ||||||||
| 2. The real estate mortgage on the building | ||||||||
| consisting of production and storage halls, | ||||||||
| administrative headquarters, outbuildings | ||||||||
| and the related land with an area of | ||||||||
| 157,004 sqm (131846 - CF 204333 and | ||||||||
| 25158 sqm - CF 204334, located in | ||||||||
| Oradea, Șoseaua Borșului No. 35, | ||||||||
| registered in CF 204333 Oradea with | ||||||||
| cadence number 204333 C1 to C49 and CF | ||||||||
| 204334 Oradea with cadastral number | ||||||||
| 204334-C1; | ||||||||
| Interest and penalties: | ||||||||
| The annual interest rate is 3.00% variable. | ||||||||
| It consists of the 6-month EURIBOR | ||||||||
| index, calculated on 30.06.2020, ie 0.0% | ||||||||
| to which is added the Bank's margin of | ||||||||
| 3.00%. | ||||||||
| The annual interest rate will be updated |
| Quarterly on the first working day of the | ||
|---|---|---|
| calendar quarter with the official level of | ||
| the 6-month EURIBOR index calculated | ||
| on the last working day of the previous | ||
| calendar quarter. | ||
| Interest payment date, last day of each | ||
| month and at the maturity of the loan. 360- | ||
| day interest calculation period. | ||
| Penalty interest | ||
| 10% / year, represents the interest rate | ||
| identified above that applies to any amount | ||
| due to the bank and not reimbursed at | ||
| maturity starting with the due date and | ||
| until the date of actual payment. | ||
Lazaroae Mihail Iovan Sanda
General Manager , Financial Manager ,
• DESTINATION OF THE REPORT: BUCHAREST STOCK EXCHANGE A.S.F. (NATIONALSECURITIES COMMISSION)
• DATE OF REPORT: December 21 2020
• THE ISSUING COMPANY: SINTEZA S.A.
• SOCIAL HEADQUARTERS: Sos. Borsului nr.35, Oradea county BIHOR
• PHONE: 0259456116; 0259444969, FAX: 0259462224
• UNIQUE REGISTRATION CODE AT THE TRADE REGISTER OFFICE : 67329
• REGISTRATION NUMBER AT THE TRADE REGISTER OFFICE: J / 05/197/1991
• SOCIAL CAPITAL SUBSCRIBED AND PAID-UP : 9916888,50 LEI
• THE REGULATED MARKET FOR TRANSACTION OF THE ISSUED SECURITIES : BVB
( BUCHAREST STOCK EXCHANGE )
IMPORTANT EVENT TO REPORT : Reporting legal acts according to art.92 ind 3 of Law 24/2017
| No. Crt. |
Entity with wich the Company concluded the legal act |
Nature of the act and the conclusion date |
Object of the legal act |
Total value of the legal act or its estimation |
Mutual liabilities of the parties of agreement |
Guarantees constituted, penalties stipulated |
Payment terms and moders |
|---|---|---|---|---|---|---|---|
| 1 | PLATFORMA ROCA S.A. Bucharest |
Add no. 1 / 20.08.2020 to the Real Estate Mortgage Loan Agreement Authenticated under no. 386 / 25.02.2020 |
Extension of the repayment term of the first loan tranche, the new repayment term will be 26.02.2021; |
300.000 EUR; | - | Guarantees, the following real estate: 1. The building that represents urban land, with an area of 131,846 sqm, located in Oradea, Soseaua Borsului, no. 35, Bihor county, identified by the cadastral number 204333 together with the constructions from cad.204333- C1 to cad.204333-C49; 2. the building that represents urban land, with an area of 25,158 sqm, located in Oradea, Soseaua Borsului, no. 35, Bihor county, identified by cadastral number 204334 together with |
26.02.2021. |
| the constructions that | |||
|---|---|---|---|
| represents a water |
|||
| castle with a measured | |||
| area of 12 sqm, with | |||
| cad.204334- C1; | |||
| Interest: The cost of | |||
| the loan will be |
|||
| ROBOR interest at 3 | |||
| months + 3.5% |
|||
| (maximum cost) | |||
Tudor Stoia Adrian Bucurean
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