Securities code: 688068 securities abbreviation: Beijing Hotgen Biotech Co.Ltd(688068) Announcement No.: 2022-008 Beijing Hotgen Biotech Co.Ltd(688068)
Announcement on the expected daily related party transactions of the company in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily connected transactions on Listed Companies: the daily connected transactions between the company and connected persons are made in accordance with the market-oriented principles of fairness, impartiality and fairness in order to meet the needs of the company’s daily business development. For normal and continuous cooperation, there is no damage to the interests of the company and all shareholders, especially the interests of minority shareholders. The company is independent of related parties in terms of business, personnel, finance, assets and institutions. The daily related party transactions of selling commodities to related parties account for a small proportion of the company’s operating income, and the company’s main business or income The profit source does not rely heavily on such related party transactions, and the daily related party transactions will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as “the company”) 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 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. We agree to submit this connected transaction to the 34th meeting of the second board of directors of the company for deliberation, and request 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 are in line with the actual situation of the company’s daily production and operation. The transaction is commercially reasonable. The transaction pricing follows the market-oriented principles of fairness, impartiality and fairness, 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, We agree to the proposal on the estimated daily connected 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. It is estimated that the total amount of daily related party transactions in 2022 will be about 20 million yuan, including the estimated transaction amount of commodity sales to related parties of 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, We agree to the proposal on the estimated daily connected transactions of the company in 2022.
4. Opinions of the sponsor
After verification, the recommendation institution believes that:
The expected matters of the company’s daily connected transactions in 2022 have been deliberated and approved by the board of directors, and the independent directors have issued prior approval opinions and agreed independent opinions on the proposal, which comply with relevant laws and regulations and perform necessary legal procedures; The above estimated related party transactions of the company are required for the normal production and operation of the company, will not damage the interests of the listed company and all shareholders, will not have a significant adverse impact on the independence of the listed company, and the listed company will not rely heavily on related parties due to such transactions.
To sum up, the recommendation institution has no objection to the expected matters of daily connected transactions in Beijing Hotgen Biotech Co.Ltd(688068) 2022. (II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
Jin zhantong from the beginning of this year to this time
Related to the same amount actually accounted for on the disclosure date and the previous year and the actual industry of the previous year
The transaction related party estimates that the amount of the related party’s accumulated inter company business is more than the amount of inter company business
Transaction amount of category amount (%) cases with large difference (%)
Amount reason
The company expects the business growth of this year to be higher than that of Beijing senpuo
Many, according to the business, biotechnology has 1500 0.63 0.00 151.95 0.05
If necessary, it is expected to be sent to purchasing Co., Ltd
Related party transactions and commodities
Increase accordingly
Subtotal 1500 0.63 0.00 151.95 0.05-
The company expects the growth of xiangguandu business this year to be higher than that of Beijing senpuao
There are many associates. According to business biotechnology, there are 500 0.09 8.95 152.56 0.03
Sales needs, expected to be issued to the limited company
Products and related party transactions also increased
Subtotal 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; To related persons
Proportion of sales of goods 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
Difference between actual estimated amount and actual amount of related party transactions in 2021
Category (Times) reasons for large amount differences between estimated amounts
Beijing Senpu
Due to the adjustment of business planning, Austrian biotechnology partially paid 500.00 151.95 to related persons
Limited operation has not occurred yet
Purchase goods
department
Subtotal 500.00 151.95-
Beijing Senpu
Due to business planning adjustment, part 1000.00 152.56
Limited sales technology has not occurred yet
Products and commodities Division
Subtotal 1000.00 152.56-
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: No. 3, building 316, Kexing Road, Beijing
room
Technology development, technology transfer, technical consultation and technical services; Import and export of goods; Technology import and export; Acting as import and export agent; Scope of undertaking business
Exhibition activities; Sales of electronic products, mechanical equipment, hardware and electrical appliances (excluding electric bicycles), computers and software
And auxiliary equipment; Wholesale medical devices class L (the business scope shall be subject to the business Filing Certificate of class II medical devices; wholesale medical devices class III)
