Minsheng Securities Co., Ltd
About Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Confirmation of related party transactions in 2021 and verification opinions on the prediction of daily related party transactions in 2022
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "sponsor") as the sponsor of Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) (hereinafter referred to as " Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) " and "company") for initial public offering and listing on the science and innovation board, In accordance with the requirements of regulatory legal documents such as the administrative measures for securities issuance and listing recommendation business and the Listing Rules of Shanghai Stock Exchange, the confirmation of related party transactions in Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) 2021 and the prediction of daily related party transactions in 2022 were carefully verified, and the following verification opinions were issued:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) at the 16th meeting of the first board of directors and the 9th meeting of the first board of supervisors held on February 25, 2022, the proposal on the confirmation of related party transactions of the company in 2021 and the prediction of daily related party transactions in 2022 was considered and adopted, and the related directors Mr. Li Qian, Mr. Liu Yujing, Mr. Zhang Ying and Ms. Chen Qiao avoided voting, The non affiliated directors present at the meeting voted unanimously; The supervisors present at the meeting voted unanimously. This proposal needs to be submitted to the general meeting of shareholders of the company for deliberation. The independent directors of the company have issued prior approval opinions on the above-mentioned proposals and expressed clear independent opinions on the board of directors.
Prior approval opinion: we believe that the related party transactions of the company in 2021 and the prediction of related party transactions in 2022 meet the production and operation needs of the company. Based on the market principle of voluntariness, equivalence and compensation, the marketization of transaction price is in line with the interests of the company and all shareholders, has no impact on the independence of the company, and does not damage the interests of the company and shareholders, It is agreed to submit it to the 16th meeting of the first board of directors for deliberation.
Opinions of independent directors: in accordance with the requirements of the rules for independent directors of listed companies, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, the articles of association and other relevant provisions, the related party transactions of the company in 2021
It is easy to meet the production and operation needs of the company. Based on the market principle of voluntariness, equivalence and compensation, the transaction price is market-oriented and does not harm the interests of the company and its shareholders.
The company's prediction of related party transactions in 2022 is in line with the needs of normal business development, the pricing is in line with the market-oriented principle, in line with the interests of the company and all shareholders, has no impact on the independence of the company, does not damage the interests of the company and shareholders, and no transfer of interests through related party transactions is found. The voting procedure of the board of directors of the company on the proposal complies with the provisions of relevant laws and regulations, normative documents and the articles of association.
(II) prediction and implementation of the previous connected transactions
Unit: 10000 yuan
Reasons for the large difference between the estimated amount of the actual amount of related parties in 2021 and the calculated amount of the actual amount category
According to the actual situation of R & D, a purchase contract of RMB 650900 has been signed from the related person Jiangsu Yong'an pharmaceutical 240.00 19.11, and some raw materials have not been delivered before the purchase of raw materials Co., Ltd
Material payment, so there is no purchase cost.
Subtotal 240.00 19.11-
Sales contract amount signed by Beijing Baiao pharmaceutical in this period
The limited liability company is RMB Shanghai Pudong Development Bank Co.Ltd(600000) , 13559595 and 54494000, of which the revenue recognized in the current period is RMB 13559500.
Jilin Aodong Pharmaceutical Group Co.Ltd(000623) pharmaceutical project R & D progress has not yet met the conditions for confirming the revenue recognition of 120.00 1.72 to Yanji shares of the related party group
Provision of Labor Services Co., Ltd
The R & D Progress of Hefei future pharmaceutical project has not yet met the revenue recognition conditions of confirmatory Development Co., Ltd. 300.00 67.02
department
Subtotal 642000142469-
Total 666000144380-
(III) estimated amount and category of daily connected transactions
Unit: 10000 yuan
Expected to be issued at the beginning of this year
The expected amount of this time is disclosed to the estimated amount of this time's issuance of related parties in Japan, and the transaction between the actual amount of the same kind of production of the same kind and related parties in the previous year and the contract amount of related parties in the previous transaction is more than the cumulative amount of the business that has occurred in the current year than the actual amount of the category in the current year Reason why the amount difference of case (%) is larger than that of case (%). Note 1
Xiangguan Jiangsu Yong is affected by the expansion of lianren'an pharmaceutical's business scale, Purchase limited company 90.00 60.00 2.21 - 19.11 0.70, so the demand for raw materials is expected to increase.
Subtotal 90.00 60.00 2.21 - 19.11 0.70-
Xiangguan Beijing bai8 China Vanke Co.Ltd(000002) 85180 5.79 28.66135595 2.75 partial stock items
Lianrenao Pharmaceutical Co., Ltd. is expected to provide limited liability services in 2022 and serve as the company until the revenue section is recognized Therefore, the actual amount has increased compared with the previous year.
Hefei
Future medicine
Property development 0 64.00 0.13 51.92 67.02 0.14 - Limited
department
Subtotal 298092.98 98.98-
Total 8090 Zhuhai Bojay Electronics Co.Ltd(002975) 80 - 80.58144208 --
Note 1: in the above table, the denominator of the calculation formula of the proportion of this estimated amount in similar businesses is the expenditure or operating income of similar businesses in 2021.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Beijing Baiao Pharmaceutical Co., Ltd
Name: Beijing Baiao Pharmaceutical Co., Ltd
Unified social credit code 91110114101146762f
Other types of limited liability companies
Legal representative: Kang Yanlong
Manufacture of chemicals and APIs; Manufacturing of chemical preparations; Chinese patent medicine processing; Traditional Chinese medicine processing; Biological products manufacturing; Chemical reagent manufacturing; Manufacturing of nutritional and health products; Economic information consultation; To engage in the export business of products and technologies of the enterprise and its member enterprises, and the import and export business of raw and auxiliary materials, instruments and meters, mechanical equipment, spare parts and technologies required for the production of the enterprise and its member enterprises (except for goods limited by the state and prohibited by the state); It is engaged in processing with imported materials and "three supplies and one compensation" business. (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.)
The registered capital is 55 million yuan
Date of establishment: January 19, 1995
Business term: January 18, 2045
Address: Room 101, No. 29, Chaoqian Road, science and Technology Park, Changping District, Beijing
Main office location: Room 101, No. 29, Chaoqian Road, science and Technology Park, Changping District, Beijing
Major shareholder or actual controller: Beijing Langyan Life Technology Holding Co., Ltd
No financial status in the last year (the company did not disclose financial data to the public or provide relevant data to the company)
2. Jiangsu Yongan Pharmaceutical Co., Ltd
name
