Sino German Securities Co., Ltd
About Beijing Hotgen Biotech Co.Ltd(688068)
It is expected that the company’s verification opinions on daily connected transactions in 2022
Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities” and “continuous supervision organization”) as the continuous supervision organization of Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as “688068}” and “company”) for initial public offering and listing on the science and innovation board, in accordance with the measures for the Administration of securities issuance and listing recommendation business and the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation), the company has carefully and prudently verified the daily connected transactions and expected matters of the company in 2022, and expressed the following opinions:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Beijing Hotgen Biotech Co.Ltd(688068) held the 34th meeting of the second board of directors and the 28th meeting of the second board of supervisors on February 14, 2022, deliberated and adopted the proposal on the expected daily connected transactions of the company in 2022. When the board of directors deliberated on the proposal, Mr. Lin Changqing, a related director, withdrew from voting.
In response to the proposal on the expected daily connected transactions of the company in 2022, the independent directors, the board of supervisors and the sponsor have expressed the following opinions:
1. Prior approval opinions of independent directors
After deliberation, the estimated amount of the company’s daily connected transactions in 2022 is based on the daily business behavior of the company’s actual production and operation needs, based on the market price and following the principle of fair and reasonable pricing, without damaging the interests of the company and shareholders. Such related party transactions will not adversely affect the independent operation, financial status and operating results of the company, and the company will not rely on related parties for such transactions. The independent directors agreed to submit the related party transaction to the 34th meeting of the second board of directors of the company for deliberation, and requested the board of directors and relevant personnel of the company to perform the necessary approval procedures in strict accordance with relevant laws and regulations.
2. Independent opinions of independent directors
It is estimated that the daily related party transactions in 2022 are mainly the purchase of raw materials and the sales of products, which is in line with the company’s market-oriented principle, does not affect the independence of the company, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders. The independent directors agree to the proposal on the daily related party transactions of the company in 2022. 3. Opinions of the board of supervisors
The board of supervisors believes that the daily connected transactions in 2022 are expected to be mainly the purchase of raw materials and the sales of products, which is in line with the actual situation of the company’s daily production and operation. The transaction is commercially reasonable, and the transaction pricing follows the market-oriented principles of fairness, impartiality and fairness. In 2022, it is estimated that the total amount of daily related party transactions is about 20 million yuan, of which the estimated transaction amount of commodity sales to related parties is about 5 million yuan, which will not have a significant impact on the company’s operating results and financial status, affect the independence of the company, and damage the interests of the company and shareholders, especially the interests of minority shareholders, The board of supervisors agreed to the proposal on the expected daily connected transactions of the company in 2022. (II) estimated amount and category of daily connected transactions
Unit: 10000 yuan at the beginning of this year
The reason why the difference between the estimated amount of the related party in the same industry and the actual amount of the related party in the previous year from the same date to the disclosure date and the proportion of the related party in the previous transaction between the estimated amount of the same industry and the amount of the related party in the previous year is larger than the cumulative amount issued (%)
Transactions generated by (%) example
amount of money
Beijing Sen Co., Ltd. expects that the industry will grow more to guanpuao health service this year. According to the needs of industry union figure technology 1500 0.63 0.00 151.95 0.05, It is expected that there will be an increase in public transactions related to procurement Co., Ltd. and the commodity division
Subtotal 1500 0.63 0.00 151.95 0.05-
Xiangguan beijingsen Co., Ltd. expects that the business of PUAO health of the industrial union will increase more this year. According to the business needs of the industrial sales technology 500 0.09 8.95 152.56 0.03, It is expected that there will be an increase in the number of products and companies with limited public association transactions
Subtotal of goods 500 0.09 8.95 152.56 0.03-
Total – 2000 8.95 304.51-
Note: 1. The data of goods purchased from related parties are tax inclusive, and the data of goods sold to related parties are tax exclusive. The actual transaction amount with related parties is only preliminary statistical data, and the audited data of the actual amount of the previous year will be disclosed in the 2021 annual report;
2. Proportion of goods purchased from related parties in similar businesses = amount of related party transactions / unaudited operating costs in 2021; Proportion of goods sold to related parties in similar businesses = amount of related party transactions / unaudited operating income in 2021.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Name of related parties of related transactions: reasons for large differences between the actual estimated amount in 2021 and the actual estimated amount in 2021
Due to the adjustment of business planning, some transactions of Beijing senpuao biological 500.00 151.95, a related party purchaser, have not occurred yet
Due to the adjustment of business planning, some transactions of Beijing senpuao biological 1000.00 152.56 have not occurred yet
Note: the above data has not been audited, and the audited data of the actual amount of the whole year will be disclosed in the 2021 annual report.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Beijing senpuao Biotechnology Co., Ltd
Company name: Beijing senpuao Biotechnology Co., Ltd
Nature: limited liability company (sole proprietorship of natural person)
Legal representative: Lin Changling
The registered capital is 5 million yuan
Date of establishment: June 4, 2012
Registered address: Room 309 and 316, floor 3, building 1, No. 27, Keyuan Road, Daxing District, Beijing
Technology development, technology transfer, technical consultation and technical services; Import and export of goods; Technology import and export; Acting as import and export agent; Undertake exhibition activities; Sales of electronic products, mechanical equipment, hardware and electrical business scope (excluding electric bicycles), computers, software and auxiliary equipment; Wholesale medical devices class L (the business scope is subject to the business Filing Certificate of class II medical devices); wholesale medical devices class III (the business scope is subject to the business license of medical devices) (the business license of medical devices is valid until August 14, 2024); Road freight transportation
Major shareholder Miao Teng
Main financial data of the latest fiscal year (Unaudited):
Main financial indicators in 2021 (unit: 10000 yuan)
Total assets 1141.75
Net assets 460.13
Operating income 1869.25
Net profit 115.34
(II) relationship with listed companies
Name of related party relationship with related party
The legal representative of Beijing senpuao Biotechnology Co., Ltd. is the younger brother of Mr. Lin Changqing, the actual controller, chairman and general manager of the listed company of Beijing senpuao Biotechnology Co., Ltd
(III) performance capability analysis
The above-mentioned connected persons continue to operate according to law and have good performance ability in the past transaction process. The company will sign relevant contracts with related parties for related party transactions in 2022 and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law.
3、 Main contents of daily related party transactions
The company’s daily related party transactions mainly involve selling diagnostic reagents to related parties and purchasing equipment (production equipment) from related parties. The company’s purchases and sales from related parties in 2021 are shown in the table below:
Unit: 10000 yuan
Related party transaction category related party transaction content related party transaction amount
Purchasing equipment and production equipment 151.95
Liver diseases and liver cancer 1.45
Cardiovascular and cerebrovascular diseases 11.07
Sales of in vitro diagnostic reagents and infection diagnostics 28.09
Others 111.95
Subtotal 152.56
-Total 304.51
All related party transactions shall follow the principles of fair, just and fair market-oriented pricing, sign the transaction agreement with the purpose of voluntariness, equality and mutual benefit, and perform in accordance with the provisions of the agreement.
4、 Purpose of daily connected transactions and its impact on Listed Companies
The daily related party transactions between the company and related parties are made to meet the needs of the company’s daily business development and in accordance with the market-oriented principles of fairness, impartiality and fairness. They are normal and continuous cooperation and do not damage the interests of the company and all shareholders, especially the interests of minority shareholders. The company is in business relative to its related parties
