Securities code: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) securities abbreviation: Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) Announcement No.: 2021014
Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621)
Announcement on the confirmation of related party transactions in 2021 and the prediction of daily related party transactions 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:
The expected matters of daily connected transactions in 2022 need to be submitted to the general meeting of shareholders for deliberation.
It is estimated that the related party transaction is the daily related party transaction of the company, which is based on the normal production and operation needs between the company and related parties, and plays a positive role in consolidating the market, improving the operating capacity and promoting the growth of benefits. On the basis of equality, mutual benefit and mutual consultation, both parties of related party transactions negotiate pricing with reference to the market fair price and formulate contract terms. There is no situation that damages the interests of the company and shareholders, does not affect the independence of the company, and the company will not rely on related parties due to such related party transactions.
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) (hereinafter referred to as “the company” or ” Beijing Sun-Novo Pharmaceutical Research Co.Ltd(688621) “) deliberated and adopted the proposal on the confirmation of the company’s connected transactions in 2021 and the estimation of daily connected transactions in 2022 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. Mr. Li Qian, Mr. Liu Yujing, Ms. Chen Qiao Mr. Zhang Ying avoided voting and 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: according to the requirements of the rules for independent directors of listed companies, the Listing Rules for shares on the 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 meet the needs of the company’s production and operation, and the transaction price is market-oriented based on the market principles of voluntariness, equal price and compensation, It does not harm the interests of the company and its shareholders.
The company’s estimate of related party transactions in 2022 meets the needs of normal business development, and the pricing is in line with the market
It conforms to the interests of the company and all shareholders, has no impact on the independence of the company, has no damage to the interests of the company and shareholders, and has not found any transfer of interests through related party transactions. 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 actual estimated amount and the actual amount of related parties in 2021
According to the actual situation of R & D, Jiangsu Yongan pharmaceutical has signed a procurement contract to purchase 2.4001911650900 yuan of raw materials from Jiangsu Yongan Pharmaceutical Co., Ltd. at present, some raw materials have not been delivered, so there is no procurement cost.
Subtotal 240.00 19.11-
Beijing Baiao Pharmaceutical Co., Ltd. has Shanghai Pudong Development Bank Co.Ltd(600000) yuan and signed sales contracts of 54.494 million yuan in the current period, of which the income recognized in the current period is 135595 million yuan.
Jilin Aodong Pharmaceutical Group Co.Ltd(000623) pharmaceutical industry collection project R & D progress has not yet reached the recognized income, and 120.00 1.72 pieces have been sent to the affiliated group Yanji Co., Ltd
Labor service providing company
The R & D Progress of Hefei future drug 300.00 67.02 project has not yet reached the recognized revenue bar Development Co., Ltd
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
From the expected amount of this time to the disclosure of the expected amount of this time, the proportion of the actual amount of this time’s pre occupation of the same kind and related persons in the previous year to the contract amount of related parties in the previous transaction is calculated, and the accumulated amount of the business that has occurred in the current year is compared with the actual amount of the category in the current year (%) Example of transaction amount generated (%) reasons for large amount difference compared with note 1
Affected by the expansion of business scale to guan’an pharmaceutical, Lianren Co., Ltd. 90.00 60.00 2.21 0 19.11 0.70, so the demand of raw materials purchasing department has increased.
Subtotal 90.00 60.00 2.21 0 19.11 0.70-
Some stock projects are expected to reach aoyao 8 China Vanke Co.Ltd(000002) 85180 5.79 28.66135595 2.75 in Beijing by 2022, with limited liability for recognized income As a result, the actual amount of associates provided to the related companies has increased compared with the previous year.
Labor Hefei
Future medicine
Property development 0 64.00 0.13 51.92 67.02 0.14 – Limited
department
Subtotal 8 China Vanke Co.Ltd(000002) 91580 5.92 80.58142297 2.89-
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 the current estimated amount in similar businesses is the expenditure or operating expenses of similar businesses in 2021
Income.
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
Business scope: manufacturing of chemical drugs 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; Operate 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 the commodities 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: Jiangsu Yongan Pharmaceutical Co., Ltd
Unified social credit code 913208037855985072
Type limited liability company
Legal representative: Kang Yanlong
Licensed items: drug production; Import and export of drugs; Import and export of goods; Import and export
