Securities code: Bloomage Biotechnology Corporation Limited(688363) securities abbreviation: Bloomage Biotechnology Corporation Limited(688363) Announcement No.: 2022007 Bloomage Biotechnology Corporation Limited(688363)
Announcement on 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:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily related party transactions on Listed Companies: the daily related party transactions between the company and related parties are made to meet the needs of the company’s daily business development and in accordance with the principles of fairness, impartiality and fair marketization. They are normal and continuous cooperation and do not damage 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. The company’s main business or income and profit sources do 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
Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as “the company”) held the 29th meeting of the first board of directors and the 24th Meeting of the first board of supervisors on March 10, 2022, and deliberated and adopted the proposal on predicting the daily connected transactions of the company in 2022 respectively. During the deliberation of the proposal by the board of directors, the affiliated directors Ms. Zhao Yan, Ms. Ma Qiuhui and Ms. Zhang Leidi have avoided voting. Before the proposal was submitted to the board of directors for deliberation, the independent directors reviewed it in advance and unanimously agreed to submit the proposal to the board of directors for deliberation.
In response to the proposal on the expected daily connected transactions of the company in 2022, the independent directors, the audit committee of the board of directors, the board of supervisors and the recommendation institution have expressed the following opinions:
1. Prior approval opinions of independent directors
In 2022, it is estimated that the daily related party transactions mainly include selling products, receiving labor services and renting real estate, which is 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, It is agreed to submit the proposal on the expected daily connected transactions of the company in 2022 to the 29th meeting of the first board of directors for deliberation. When considering this proposal, the connected directors shall withdraw from voting.
2. Opinions of independent directors
It is estimated that the daily related party transactions in 2022 mainly include selling products, receiving labor services and renting real estate, which is 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 audit committee of the board of directors
The expected daily related party transactions in 2022 are mainly sales of goods, procurement of labor services and rental of real estate to related parties. The estimated transaction amount is based on the actual needs of the company’s operation and follows the transaction principle of fairness and mutual benefit. There is no damage to the interests of the company and shareholders, which does not have a significant impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such related party transactions, nor will it affect the independence of the company. We agree to the proposal on the estimated daily connected transactions of the company in 2022.
4. Opinions of the board of supervisors
The board of supervisors believes that the expected daily related party transactions in 2022 are mainly sales of goods, procurement of labor services and rental of real estate to related parties. The transactions are commercially reasonable based on the actual needs of the company’s operation, and the pricing follows the market-oriented principles of fairness, impartiality and fairness. The total amount of daily related party transactions in 2022 is expected to be about 383837 million yuan, of which the estimated amount of commodity sales to related parties is about 2.6637 million yuan, which does not have a significant impact on the company’s financial status and operating results and does not harm the interests of the company and shareholders. We agree with the proposal on daily related party transactions of the company in 2022.
5. Opinions of the sponsor
After verification, the recommendation institution believes that:
1. The daily related party transactions of the company in 2022 are expected to be the 29th meeting of the first board of directors
It was deliberated and adopted at the meeting and the 24th Meeting of the first board of supervisors, and the independent directors have made prior comments on the proposal
For the approval opinions and independent opinions explicitly agreed, this matter does not need to be considered by the general meeting of shareholders. This related party transaction is expected to
The decision-making procedure of the project shall comply with the provisions of relevant laws, regulations and the articles of association.
2. The company expects that the daily related party transactions mainly include selling products, receiving labor services and renting real estate, which is in line with
According to the actual situation of the company’s daily production and operation, the transaction is commercially reasonable, and the transaction pricing follows the principles of fairness, impartiality
The fair market-oriented principle does not affect the independence of the company and does not damage the interests of the company and all shareholders, especially
It is the interests of minority shareholders.
3. The daily related party transactions of selling products to related parties account for a small proportion of the company’s operating revenue, and the company’s main business
There is no serious dependence on such related party transactions for business or income and profit sources.
In conclusion, the recommendation institution has no objection to Bloomage Biotechnology Corporation Limited(688363) expected daily related party transactions in 2022.
（2） Estimated amount and category of this daily connected transaction
Unit: Yuan
From the beginning of this year to the date of disclosure, the ratio of the estimated amount of the same kind to the estimated amount of the related party and the accumulated amount of the related party’s actual business in the previous year to the actual amount of the transaction category in the previous year (%) and the amount of the transaction amount that has occurred (%) Reasons for the large difference in the amount of
Huaxi International
Investment Group
Limited company 161540466 0.034064337134617055 0.03
And its holding
To related subsidiaries
Sales of Huaxi Xinyu products and Investment Co., Ltd
Products company and its 12672370 – 24531010560308-
Controlling subsidiary
department
Other associations 92161657 0.02426495676801381 0.02
square
Subtotal 266374493 0.058574602221978744 0.05
To associate medybloom Shanghai Pudong Development Bank Co.Ltd(600000) 00 100.00815825049816000 100.00
Provider Limited
Subtotal of labor services Shanghai Pudong Development Bank Co.Ltd(600000) 00 100.00815825049816000 100.00
Huaxi International
To affiliated investment groups
Purchasing Co., Ltd. 300000000 2.9633432772251409160 2.48
Commodity, connected and its holding
Affiliated subsidiaries
Other associations provided by 12000000 0.12 0.0010120251 0.10
Labor Party
Subtotal 312000000 3.0733432772261529411 2.58
With the development of Beijing Huaxi’s business, central property 3120000000 84.943966399341914981658 52.13, Leasing others – leasing area of the Management Co., Ltd. will be further increased to five affiliated companies in Beijing
– songwenti 80000000 2.189224771-
The education center has
Limited company
Subtotal 3200000000 87.124058647051914981658 52.13
Total 3838374493456303292448305813
Note:
1. The proportion in similar business is compared with that in 2021;
2. There may be slight difference between the sum of individual data in the table and the total of the table, which is due to the calculation process
Formed by rounding in;
3. The actual amount of goods purchased from related parties and labor services provided by related parties in the previous year is the same as that in the previous year
The sum of the actual amount of goods purchased from related parties and the actual amount of labor services provided by related parties in the previous year
And add up the income.
（3） Prediction and implementation of the previous daily connected transactions
Unit: Yuan
Estimated (actual) amount of related party transactions of last year and previous year
Category related party’s estimated amount actual inter monetary amount difference
Reasons for large amount difference
To related party Huaxi International Investment Group Co., Ltd. 174782317134617055
Sales products, company and its holding subsidiaries
Commodity Huaxi Xinyu Investment Co., Ltd. and 2752496610560308
Its holding subsidiaries
Beijing Dongfang Daban fitness center has 11599998246796
Limited company
Beijing Huaxi Central Property Management Co., Ltd. – 7529840
Limited company
Huaxi Shanglv global cultural tourism development – 67804428
Exhibition Co., Ltd
Huaxi ice and snow sports management (Beijing) – 1043326
limited company
Shandong nameI Biotechnology Co., Ltd
