About Sino Biological Inc(301047)
Daily related party transactions in 2021 and expected daily related party transactions in 2022
Verification opinions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” and “sponsor”) as the sponsor of Sino Biological Inc(301047) (hereinafter referred to as ” Sino Biological Inc(301047) ” and “company”) for initial public offering and listing on GEM, Perform the continuous supervision duties in accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange and other relevant provisions, The daily related party transactions of Sino Biological Inc(301047) 2021 and the daily related party transactions of 2022 are verified. The verification conditions and opinions are as follows:
1、 Basic information of related party transactions
(I) overview of related party transactions
Sino Biological Inc(301047) in accordance with the company law, Shenzhen Stock Exchange GEM Listing Rules, Shenzhen Stock Exchange GEM listed companies standardized operation guidelines and other relevant laws and regulations, normative documents, articles of association and other relevant provisions, combined with the actual related party transactions and business development needs of the company in previous years, It is estimated that related party transactions with a total amount of no more than 20 million yuan will occur in 2022.
The company held the 13th meeting of the first board of directors and the 12th meeting of the first board of supervisors on February 25, 2022, deliberated and adopted the proposal on the implementation of daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. Related directors Xie Liangzhi, Tang Yanmin and Zhang Song avoided voting on relevant proposals. The independent directors of the company recognized the related party transaction in advance and expressed their independent opinions with explicit consent, and the recommendation institution issued verification opinions. The matters need not be submitted to the shareholders’ meeting for deliberation.
(II) category and amount of related party transactions in 2022
Unit: 10000 yuan
Amount of related party transactions and related party transaction contracts signed by related parties amount incurred as of the date of disclosing the pricing principle or estimated amount of the actual easy category content of the previous year
Beijing Shenzhou sales biology
Selling technology group to related cell biological reagent and raising market price 200000 217.30109543 people for cro Technology
Technical services of joint stock company
2、 Related person introduction and relationship
(I) basic information of related parties
Company name: Sinocelltech Group Limited(688520) (hereinafter referred to as ” Sinocelltech Group Limited(688520) “). Company nature: joint stock limited company
Legal representative: Xie Liangzhi
Registered capital: 435335714 yuan
Date of establishment: April 23, 2007
Domicile / main office location: 307, building 5, courtyard 31, Kechuang 7th Street, Beijing Economic and Technological Development Zone, Beijing
Business scope: research and development of biomedical products and vaccines; property management. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Actual controller: Xie Liangzhi
Main financial data of related parties: as of September 30, 2021, the total assets were 13273144 million yuan, the net assets were -373783 million yuan, the operating income from January to September 2021 was 100458 million yuan, and the net profit was -6607427 million yuan. (Unaudited)
(II) relationship with listed companies
Sinocelltech Group Limited(688520) actual controller Mr. Xie Liangzhi is also the actual controller of the company.
(III) performance capability analysis
The related party Sinocelltech Group Limited(688520) legally exists and operates normally, the transactions between the two parties can be settled normally, and the performance of related party transactions in the previous year is good. The company has signed a framework agreement with related parties on the above related party transactions, and the performance is guaranteed by law.
3、 Pricing policy and basis of related party transactions
(I) pricing basis
The company is market-oriented, follows the principles of openness, fairness and impartiality, refers to the market price of similar contracts of the company, and the price of related party transactions is determined by both parties through negotiation. The pricing is fair and reasonable.
(II) signing of related party transaction agreement
The company and its holding subsidiaries will sign relevant agreements with the above related parties within the expected amount according to the actual situation.
4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The company has rich varieties of biological reagents, independently developed a large-scale product library of protein reagents and antibody detection reagents, and has the technology, experience and ability to provide biological R & D technical services, which can meet the needs of Sinocelltech Group Limited(688520) in the R & D process for some biological reagents and related technical services. Compared with imported reagent manufacturers, the company has certain advantages in product types, supply speed and cost performance. The company sells products and provides services to Sinocelltech Group Limited(688520) and it is necessary and reasonable for Sinocelltech Group Limited(688520) to make choices based on its own business and R & D needs.
(II) fairness and rationality of related party transactions
The related party transactions between the company and the above-mentioned related parties are conducted independently in accordance with the principle of fairness and marketization, which reflects the principle of “fairness, impartiality and openness”, does not affect the independence of the company and does not damage the interests of the company and other shareholders.
(III) continuity of related party transactions
The estimated daily related party transactions between the company and the above related parties in 2022 are based on their own business needs. These related party transactions are carried out on a fair and voluntary basis in accordance with the general market operating rules. The company maintains a relatively stable cooperative relationship with the above related parties. Under the stable development of the company’s production and operation, the related party transactions with the above related parties will continue to exist.
5、 Prior approval and independent opinions of independent directors
The independent directors of the company approved the daily connected transactions of the company in 2021 and the forecast of daily connected transactions of the company in 2022 in advance, agreed to submit the matter to the board of directors for deliberation, and issued independent opinions on the forecast of daily connected transactions.
The independent directors believe that the daily related party transactions of the company in 2021 and the expected daily related party transactions in 2022 are required by the company’s normal production and operation activities. The transaction pricing is reasonable and fair, and strictly follows the principles of equality, voluntariness, equivalence and compensation. There is no situation that damages the interests of the company and other shareholders, especially small and medium-sized shareholders, and will not affect the independence of the company, Nor will it affect the company’s ability to continue as a going concern. When the board of directors of the company voted on the above connected transactions, the connected directors withdrew according to law, and the voting procedures for connected transactions were legal and effective, in line with relevant laws and regulations and the articles of association. In view of the above reasons, all independent directors unanimously approved the actual implementation of the company’s daily connected transactions in 2021 and agreed to implement the daily connected transactions plan in 2022. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily connected transactions of the company in 2021 and the expected daily connected transactions of the company in 2022 meet the normal needs of the company’s business development and production and operation, have been deliberated and adopted at the 13th meeting of the first board of directors, and the independent directors have expressed their independent opinions with explicit consent, In line with the provisions of the company law, the Listing Rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange and other laws and regulations and the articles of association, connected transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit, and will not affect the independence of the company, There is no situation that damages the interests of the company and its shareholders, especially the minority shareholders. The recommendation institution has no objection to this connected transaction.
(no text below)
(signature page of the verification opinions on daily connected transactions in 2021 and expected daily connected transactions in 2022) sponsor representative:
Zhao Luyin, Jiao Yanyan
Citic Securities Company Limited(600030) mm / DD / yyyy
