Securities abbreviation: Jiangsu Kanion Pharmaceutical Co.Ltd(600557) securities code: Jiangsu Kanion Pharmaceutical Co.Ltd(600557) Announcement No.: 2022011 Jiangsu Kanion Pharmaceutical Co.Ltd(600557)
Announcement on daily connected 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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents. Important content tips:
This matter shall be submitted to the 2021 annual general meeting of shareholders of the company for deliberation.
The related party transaction has no impact on the independence of the company, and the company's main business will not rely on related parties due to such transactions.
There are no other matters that need to be brought to the attention of investors.
According to the Listing Rules of Shanghai Stock Exchange and relevant provisions on information disclosure, Jiangsu Kanion Pharmaceutical Co.Ltd(600557) (hereinafter referred to as "the company") has estimated the daily related party transactions in 2022 according to the daily related party transactions in 2021 and the production and operation plan in 2022, and the cumulative daily transaction amount does not exceed 529.7 million yuan. The details are as follows:
1、 Estimated daily related party transactions in 2022
(I) review procedures for the performance of daily connected transactions
1. Before the meeting of the board of directors, the company fully communicated with the independent directors on the daily related party transactions. The independent directors expressed their prior approval opinions and agreed to submit the proposal to the 14th meeting of the seventh board of directors for deliberation.
2. The audit committee of the board of directors of the company held the first meeting of the audit committee in 2022 on March 2, 2022, deliberated and adopted the proposal on the expected daily connected transactions in 2022. The Audit Committee believes that the company's expected daily related party transactions in 2022 are mainly daily operating transactions between the company and related parties, which are in line with the actual situation of the company's daily production and operation. The transaction pricing follows the principles of fairness, impartiality and fair marketization, does not have a significant impact on the company's financial status and operating results, and does not damage the company and shareholders
Interests, especially the interests of minority shareholders.
3. The company held the 14th meeting of the 7th board of directors and the 7th supervisor meeting on March 2, 2022
At the 10th meeting of the board of directors, the proposal on daily connected transactions in 2022 was considered and adopted respectively,
The related directors and supervisors abstained from voting on the proposal, which needs to be submitted to the annual general meeting of shareholders in 2021
After deliberation at the shareholders' meeting, related shareholders will withdraw from voting at the shareholders' meeting.
4. The independent directors of the company, Mr. Chen Kaixian, Mr. Dong Qiang and Mr. Xu Min, have conducted daily related party transactions
Carefully review and give independent opinions as follows: the expected events of the company's daily connected transactions in 2022 are in line with the reality
The related party is the related party of the securities law, which is in line with the relevant principles of the securities law
According to the laws and regulations and the articles of association, the price involved in the affiliated exchange is fair and just, which is conducive to the business of the company
Business development, and there is no act that damages the interests of other shareholders of the company, especially small and medium-sized shareholders. We all agreed on the proposal
And agreed to submit the proposal to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) prediction and implementation of daily connected transactions in 2021
The reason for the large difference between the actual estimated amount in 2021 and the actual amount of related party transactions between gold related parties
(10000 yuan)
Jiangsu Kangyuan Pharmaceutical Commercial Co., Ltd. sold goods of no more than 380 million yuan and 2557566 yuan, which was mainly due to the fact that the sales in this period did not reach the expected period and that of its subsidiaries
Jiangsu Kangyuan Ecological Agriculture Development Co., Ltd. purchased goods and received no more than 120 million yuan 704462, which was mainly due to the fact that the sales of labor services by Reduning Injection sales company did not meet the expectations
Service industry (catering, no more than RMB 30 million) 242585 million
Jiangsu Lianyungang Port Co.Ltd(601008) Kangyuan Property Management Co., Ltd. (public accommodation) not applicable
The housing provided by the company to related parties shall not exceed 3.5 million yuan and 33028 yuan
House rental
Jiangsu Lihua Biotechnology Co., Ltd. accepted no more than RMB 20 million from related parties, and 104408 was mainly due to the change of the service R & D plan of the company's chemical generic drugs
Jiangsu Zhongxin Pharmaceutical Co., Ltd. provided no more than 4.2 million yuan of housing to related parties 40434
Rental not applicable
Jiangsu Kangyuan Meiyu biomedical Co., Ltd. provided the related parties with houses of no more than 900000 yuan 5705 yuan
Company house leasing
(III) estimated amount and category of daily connected transactions in 2022
The estimated amount of related party transactions in 2022 from the beginning of 2022 to 2021 accounts for the actual amount of related party transactions on January 31, 2022 and the accumulated amount of related parties on January 31, 2021
The reasons for the large difference in the proportion of paid business occurred (10000 yuan) (%)
Jiangsu Kangyuan Pharmaceutical Commercial Co., Ltd. sells goods of no more than 360 million yuan 302112 7.01 note 1
And its subsidiaries purchase goods of no more than RMB 12 million, RMB 65.81 1.10 is not applicable
Jiangsu Kangyuan Ecological Agriculture Development Co., Ltd. purchases commodities and does not exceed RMB 100 million, 221.51 6.87 is not applicable to the company receiving labor services
Service industry (catering, no more than RMB 30 million, note 2: not applicable to Jiangsu Lianyungang Port Co.Ltd(601008) Kangyuan Property Management Co., Ltd.)
The company provides no more than 3.5 million yuan 275241.72 inapplicable house lease to related parties
Jiangsu Lihua Biotechnology Co., Ltd. accepts the services provided by related parties that do not exceed RMB 20 million, 281132.10 are not applicable
Jiangsu Zhongxin Pharmaceutical Co., Ltd. provides related parties with no more than 4.2 million yuan 336951.07 inapplicable house lease
Note 1: the actual sales volume in 2021 is 256 million yuan. In 2022, according to the amount in January,
In addition, it is expected that the company's overall sales will increase in 2022, so it is expected that the daily related party transactions will not exceed 360 million yuan;
Note 2: the service industry (catering and accommodation) cannot accurately count the total amount of similar businesses, so it is impossible to calculate the share of the same
Proportion of such businesses.
2、 Introduction and relationship of related parties
(I) Jiangsu Kangyuan Pharmaceutical Commercial Co., Ltd
Legal representative: Ling ya
Registered capital: 136 million yuan
Registered address: Jiangsu Lianyungang Port Co.Ltd(601008) Haizhou District Daopu road No.1
Business scope: Chinese patent medicine, Chinese herbal pieces, chemical drugs, biological products, protein assimilation preparations, peptides
Elements, narcotic drugs, psychotropic drugs, toxic drugs for medical use, in vitro diagnostic reagents, traditional Chinese medicine, class II and III
Sales of medical devices (including in vitro diagnostic reagents); Wholesale of health food; Prepackaged food, special medical use
Wholesale and retail of formula food and dairy products (including infant formula milk powder); Road general cargo transportation; goods
Special transportation of goods (refrigerated and fresh-keeping); Class I medical devices, chemical reagents, glassware, daily necessities, knitwear
Textiles, household appliances, hardware tools, building materials, electromechanical equipment, mechanical equipment and accessories, optical instruments, meters
sale; Lease of self owned houses, sites, machinery and equipment; Investment and related consulting services for hospital and pharmaceutical related industrial projects; Entrusted to engage in hospital management; Computer software development; Installation of communication equipment and mechanical equipment; Computer system integration and system maintenance; Computer information consultation; After sales maintenance service of medical devices and equipment. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments) licensed projects: catering services; Import and export of drugs (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results) general items: takeout delivery services; Catering management; Food sales (only pre packaged food); Conference and exhibition services; Organize cultural and artistic exchange activities; Wedding etiquette services; The etiquette Service; Supply chain management services; Import and export of goods; Food import and export; Technology import and export; Import and export agency (except for the items that must be approved according to law, carry out business activities independently according to law with the business license).
As of December 31, 2021, Kangyuan's total commercial assets were 2800585700 yuan and its net assets were 1013058600 yuan. In 2021, its operating income was 3850919900 yuan and its net profit was 46310300 yuan. (the above data has not been audited)
Jiangsu Kangyuan Group Co., Ltd. (hereinafter referred to as "Kangyuan group") holds 29.71% of the shares of the company on December 31, 2021 and is the controlling shareholder of the company. Kangyuan business is a wholly-owned subsidiary of Kangyuan group, and is an affiliated legal person of the company in accordance with the stock listing rules of Shanghai Stock Exchange. Kangyuan business is a regional pharmaceutical business enterprise, and there is a drug purchase and sales cooperation relationship with the company.
(II) Jiangsu Kangyuan Ecological Agriculture Development Co., Ltd. (hereinafter referred to as "Kangyuan ecological agriculture")
Legal representative: Zhu Jianjian
Registered capital: 40 million yuan
Registered address: Li Lin Road, Li Nian forest farm, Donghai County
Business scope: planting of traditional Chinese medicine and crops; Drying and drying of Chinese medicinal materials; Aquaculture; Seedling breeding and sales; The following operations are limited to branches: planting of traditional Chinese medicine; Acquisition of traditional Chinese medicine; Chinese herbal medicine selection, sorting, bundling, cleaning, drying, cooking, frying and other primary processing business.
As of December 31, 2021, the total assets of Kangyuan ecological agriculture parent company were 3665935 million yuan, the net assets were 629702 million yuan, the operating income in 2021 was 737873 million yuan, and the net profit was 5.3874 million yuan. (the above data has not been audited)
Kangyuan ecological agriculture, a wholly-owned subsidiary of Kangyuan group, is an affiliated legal person of the company in accordance with the stock listing rules of Shanghai Stock Exchange.
(III) Jiangsu Lianyungang Port Co.Ltd(601008) Kangyuan Property Management Co., Ltd. (hereinafter referred to as "Kangyuan property")
Legal representative: Zhu Jianjian
Registered capital: 3 million yuan
Registered address: Jiangsu Lianyungang Port Co.Ltd(601008) Haizhou District, Yanhe South Road, No. 93
Business scope: property management and real estate intermediary services (excluding real estate price evaluation); Housekeeping services; House maintenance; Water and electricity installation services; Environmental cleaning services; Landscape engineering construction; Dry cleaning service; Elevator maintenance; Sales of daily necessities; Sports venue management; Parking service; Conference services; Food and Beverages; Labor dispatch; Accommodation services; Sales of steam and hot water; Fitness services; Chess and card services; Foot therapy services; Massage health care
