Verification opinions of Huatai United Securities Co., Ltd. on Bloomage Biotechnology Corporation Limited(688363) expected daily connected transactions in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai united” or “sponsor”) as the sponsor of Bloomage Biotechnology Corporation Limited(688363) (hereinafter referred to as ” Bloomage Biotechnology Corporation Limited(688363) ” or “company”) for initial public offering of shares and listing on the science and innovation board, in accordance with the rules for listing shares on the science and Innovation Board of Shanghai Stock Exchange The measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other laws and regulations have carefully and prudently verified the daily related party transactions of Bloomage Biotechnology Corporation Limited(688363) expected 2022. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Bloomage Biotechnology Corporation Limited(688363) held the 29th meeting of the first board of directors and the 24th Meeting of the first board of supervisors on March 10, 2022, deliberated and adopted the proposal on the expected daily connected transactions of the company in 2022. 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 submitting the proposal to the board of directors for deliberation, the independent directors have 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 and the board of supervisors 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
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, and the transaction pricing follows the principle of fairness, impartiality and fairness
The market-oriented principle of tolerance does not affect the independence of the company and does not damage the interests of the company and shareholders, especially in China
The interests of minority shareholders. We agree to the proposal on the expected 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
The expected transaction amount of the leased property is based on the actual business needs of the company
Then. There is no damage to the interests of the company and shareholders, which does not pose a significant impact on the company’s financial situation and operating results
Impact, the company’s main business will not rely on related parties due to such related party transactions, nor will it
Impact on the independence of the company. We agree to the proposal on the expected daily connected transactions of the company in 2022. 4. Opinions of the board of supervisors
The expected daily related party transactions in 2022 are mainly sales of goods, procurement of labor services
The transaction of leased real estate is based on the actual needs of the company’s operation, has commercial rationality, and the pricing follows the principle of fairness and fairness
Positive and fair market-oriented principle. It is estimated that the total amount of daily connected transactions in 2022 is about 383837 million yuan
The estimated transaction amount of commodities sold to related parties is about 2.6637 million yuan, which has a significant impact on the financial status and operation of the company
If there is no significant impact, there is no damage to the interests of the company and shareholders. Agree to the agreement on
Proposal on daily connected transactions in 2022.
The estimated amount of daily connected transactions in 2022 is 383837 million yuan
According to the regulations of the stock listing rules of the exchange and the articles of association, the estimated amount of related party transactions does not reach the public interest
The latest audited total assets or market value of the company is 1%, which does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions
Unit: Yuan
From the beginning of the year to the end of the year, the proportion of the estimated amount of related party transactions in the actual amount of related party transactions on the disclosure date of the same kind and the previous year and the cumulative amount of related party transactions in the previous year (%) Reasons for large difference in amount of transactions (%) occurred
Huaxi international investment and sales assets Group Co., Ltd
The company and its control 161540466 0.034064337134617055 0.03
Product and commodity stock subsidiaries
From the beginning of the year to the end of the year, the proportion of the estimated amount of related party transactions in the actual amount of related party transactions on the disclosure date of the same kind and the previous year and the cumulative amount of related party transactions in the previous year (%) Reasons for large difference in amount of transactions (%) occurred
Hua Xixin Yutou
Capital Co., Ltd-
And its holding subsidiaries 12672370 – 24531010560308
company
Other related parties 92161657 0.02426495676801381 0.02
Subtotal 266374493 0.058574602221978744 0.05
To associate medybloom
Shanghai Pudong Development Bank Co.Ltd(600000) 00 100.00 81,582.50 49816000 100.00
Provision of Labor Services Limited
Subtotal Shanghai Pudong Development Bank Co.Ltd(600000) 00 100.00815825049816000 100.00
Huaxi International Investment
To affiliated Human Resources Group Co., Ltd
Purchaser company and its control 300000000 2.9633432772251409160 2.48
Products and received from related parties of subsidiaries
Labor services provided by other related parties 12000000 0.12 0.0010120251 0.10
Subtotal 31200000 3.0733432772261529411 2.58
Beijing huaxizhong Property Management Exhibition, Lease face 3120000000 84.943966399341914981658 52.13 accumulation further increased by other – Bearing Co., Ltd
Leasing related party Beijing Wukesong
In office culture and sports-
80000000 2.18 92,247.71 –
Heart Co., Ltd
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 rounding in the calculation process
Formed by entry;
3. The actual amount of goods purchased from related parties and labor services provided by related parties in the previous year is the amount collected from related parties in the previous year
The actual amount of goods purchased and the actual amount of labor services provided by related parties in the previous year are combined and aggregated.
(III) prediction and implementation of previous daily connected transactions
Unit: Yuan
The reason for the large amount difference caused by the difference between the actual amount of related party transactions in the previous year (the estimated amount of the previous year (the previous estimated amount and the actual category of related party person times))
Huaxi International Investment Group Co., Ltd. 174782317134617055
Company and its holding subsidiaries
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
To the related person Huaxi Shanglv global cultural tourism
Sales Exhibition Co., Ltd. – 67804428
Products and commodities Huaxi ice and snow sports management (North)
Beijing) Co., Ltd. – 1043326
Shandong nameI Biotechnology Co., Ltd
