Securities code: Meihua Holdings Group Co.Ltd(600873) securities abbreviation: Meihua Holdings Group Co.Ltd(600873) Announcement No.: 2022014
Meihua Holdings Group Co.Ltd(600873) about
Announcement on the forecast 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 material errors in the contents of this announcement
Omission, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
The independence of this kind of related party transaction will not affect the company’s main business
Dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 11, 2022, the company held the 28th meeting of the 9th board of directors, which was deliberated and adopted
According to the proposal on the daily related party transactions expected in 2022, the company has provided to the joint-stock company Tongliao Desheng Biotechnology Co., Ltd
Ltd. (hereinafter referred to as “Tongliao Desheng”) sells adenosine, purchases raw materials, etc., and the transaction period is January 2022
By December 2022, the transaction amount is expected to be about 120 million yuan.
The independent directors approved the above-mentioned related party transactions in advance: the daily related party transactions are the result of the company’s
If it occurs due to the needs of regular production and operation, it will strictly abide by the principle of fair and fair market transaction, and there will be no damage to the public
The company’s interests and the interests of the majority of minority shareholders will not affect the company’s sustainable operation ability and independence. It is agreed to submit it to the board of directors for deliberation. The related party transaction is expected to be about 120 million yuan in 2022, which is not up to the latest level of the company
5% of the audited net assets of the first phase need not be submitted to the general meeting of shareholders for deliberation.
The audit committee of the board of Directors believes that the related party transactions between the company and related parties in 2022 are positive
To meet the needs of regular production and operation, we will strictly abide by the principle of fair and equitable market transactions, and will bring economic benefits to both sides
Benefit, there is no case of using the affiliated relationship to damage the legitimate rights and interests of the company and other shareholders of the company.
(II) prediction and implementation of the company’s daily connected transactions in 2021
Related party transaction category: the reason for the large difference between the estimated amount actually incurred by the related party in 2021 and the actual amount in 2021 (10000 yuan) amount (10000 yuan)
Due to the impact of overseas epidemic, the orders of adenine customers decreased, the sales to related parties reduced the purchase of raw material adenosine, the local energy consumption double control, limited production and raw materials, etc. Tongliao Desheng 15 Hubei Biocause Pharmaceutical Co.Ltd(000627) 6 affected the output of Tongliao Desheng. After the demand of Tongliao Desheng changed, the company actively sought new customers to ensure the production and sales of adenosine.
(III) estimated amount and category of daily connected transactions of the company in 2022
The reason for the large difference between the estimated amount from the beginning of this year to the disclosure date and the actual amount of the previous year, the amount of related parties in the related transaction category (10000 yuan) and the accumulated amount of related parties (10000 yuan)
Transaction amount (10000 yuan)
The sales of Tongliao Desheng to related parties was affected by the output, and the amount of related products and raw materials purchased by Tongliao Desheng decreased, In 2022, according to Tongliao Desheng’s 12000160.82 880.14 full annual production capacity, the estimated amount of related party transactions is about 120 million yuan.
2、 Introduction and relationship of related parties
(I) basic information of related parties
Enterprise name: Tongliao Desheng Biotechnology Co., Ltd
Nature of enterprise: other limited liability companies
Registered address: Tongliao Meihua hospital, Mulitu Town, Horqin district, Tongliao City, Inner Mongolia Autonomous Region
Legal representative: Su Huaqiang
Registered capital: RMB 20 million
Date of establishment: July 4, 2017
Business scope: R & D, production and sales of adenine series products; Engaged in the import and export of goods and technology
Business.
As of December 31, 2021, the total assets of Tongliao Desheng are 474062 million yuan and the net assets are
The operating income in 2021 was 724711 million yuan and the net profit was 696000 yuan.
(II) relationship
Tongliao Desheng is a wholly-owned subsidiary of Tongliao Meihua Holdings Group Co.Ltd(600873) Technology Co., Ltd. (hereinafter referred to as “Tongliao Mei”)
The company is a joint venture with Luoyang Desheng Biotechnology Co., Ltd. Tongliao Meihua holds 49% of the shares, and Tongliao Meihua
Liao Desheng is a joint-stock company of the company, and Chang Libin, the supervisor of the company, is also the supervisor of Tongliao Desheng. According to the Shanghai Securities Exchange
Article 6.3.3 of the Listing Rules of the exchange stipulates that Tongliao Desheng is an affiliated legal person of the company, and the above transactions constitute
Related party transactions.
3、 Main contents and pricing policies of related party transactions
(I) main contents of related party transactions
The company or its wholly-owned subsidiary Tongliao Meihua sells adenosine and purchases raw materials to Tongliao Desheng.
(II) pricing policy for related party transactions
If there is a state fixed price, the state fixed price shall apply; If there is no national pricing, it shall be determined according to the market price; If there is no market price, both parties shall negotiate the price according to the principle of actual cost plus reasonable profit. For some special services that cannot be priced according to the principle of cost plus reasonable profit, both parties shall negotiate the price to determine a fair and reasonable price. All daily related party transactions directly between the company and related parties are conducted under the principles of voluntariness, equality, fairness and fairness, and the transaction price is determined through negotiation according to the market fair price.
4、 Purpose of related party transactions and its impact on Listed Companies
The related party transactions of the company and its wholly-owned subsidiaries Tongliao Meihua and Tongliao Desheng belong to the needs of normal production and operation, and the two companies have the advantage of convenient geographical location, which can reduce transportation costs and increase the economic benefits of both sides. The above-mentioned related party transactions strictly abide by the principle of fair and fair market transactions, do not damage the interests of the company and shareholders, especially small and medium-sized shareholders, will not affect the company’s sustainable operation ability and independence, and the company’s main business will not rely on related parties.
5、 Documents for future reference
1. Resolutions of the 28th meeting of the 9th board of directors
2. Prior approval opinions of independent directors on relevant matters considered by the board of directors
3. Special notes and independent opinions of independent directors on relevant matters considered by the board of directors
It is hereby announced.
Meihua Holdings Group Co.Ltd(600873) board of directors March 11, 2022
