Citic Securities Company Limited(600030)
About Boya Bio-Pharmaceutical Group Co.Ltd(300294)
Verification opinions on expected daily related party transactions in 2022
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " or "sponsor") as the sponsor of Boya Bio-Pharmaceutical Group Co.Ltd(300294) (hereinafter referred to as " Boya Bio-Pharmaceutical Group Co.Ltd(300294) " or "company") to issue A-Shares to specific objects in 2020, In accordance with the company law of the people's Republic of China (hereinafter referred to as the "company law"), the securities law of the people's Republic of China, the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem (hereinafter referred to as the "Stock Listing Rules") and the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem (hereinafter referred to as the "gem")“ According to laws and regulations such as "standardized operation"), the verification opinions on the company's expected daily related party transactions in 2021 are as follows:
1、 Basic information of daily related party transactions
According to the company law, stock listing rules and standardized operation, China Resources pharmaceutical Holding Co., Ltd. (hereinafter referred to as "China Resources pharmaceutical holding") and its related parties are regarded as related parties of the company, and the transactions between the company and China Resources pharmaceutical holding and its related parties constitute related party transactions.
(I) related party transactions in 2021
According to the contract, distribution agreement and other transaction documents signed by the company and its holding subsidiaries with China Resources Pharmaceutical Holdings and its affiliates, the transactions between the company and its affiliates in 2021 are as follows:
Actual amount of related party transaction company / holding subsidiary in 2021 difference of estimated amount in 2021 (10000 yuan) content amount (10000 yuan) (10000 yuan)
Boya Bio-Pharmaceutical Group Co.Ltd(300294) 12,221.90 11,370.10 851.80
Guangdong Fuda Pharmaceutical Co., Ltd. 641346432016209330 to China Resources Pharmaceutical Department
Holding and its related Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Pharmaceutical Co., Ltd. 318288244081 742.07 joint party Sales Department
Guizhou Tianan Pharmaceutical Co., Ltd. has 987.62213180 -114418 Co., Ltd
Jiangxi Boya Xinhe Pharmaceutical Co., Ltd
Total 22863602026287260073
To China Resources Pharmaceutical 3 Chinalin Securities Co.Ltd(002945) 68.42 0 568.42
Holding and its relationship with Guangdong Fuda Pharmaceutical Co., Ltd. 32.92 139.93 -107.01
Joint Procurement Division
Product Jiangxi Boya Xinhe pharmaceutical has 66.60 0 66.60
Limited company
Total 667.94 139.93 528.01
Total 23531542040280312874
In 2021, the amount of related party transactions actually executed by the company and the above related parties was 235315400 yuan, exceeding
The estimated amount is 312874 million yuan, which does not exceed the absolute value of the company's latest audited net assets by 5%, without approval
Deliberation at the general meeting of shareholders.
The above difference is mainly due to the growth of the company's business in 2021 and the difference between the company's business and China Resources pharmaceutical holding business
Due to the synergy effect, the above differences have been reported to the 15th meeting of the 7th board of directors and the 7th supervisor of the company
Through deliberation at the 12th meeting of the board of directors, the related directors and related supervisors have avoided voting; Matters issued by independent directors
The former approved the opinion and issued an independent opinion with explicit consent.
(II) daily related party transactions in 2022
According to the needs of daily operation, the company expects to have a conflict with China Resources Pharmaceutical Holdings and its related parties in 2022
The basic information of daily connected transactions not exceeding 257162500 yuan is as follows:
Related transaction companies / 20222021 proportion of the estimated amount of pricing principles of holding subsidiaries of similar business categories (%) (10000 yuan) (10000 yuan)
To China Resources Pharmaceutical 3 Xinjiang Communications Construction Group Co.Ltd(002941) 2654.951222190 9.92% holding and its affiliates Guangdong Fuda Pharmaceutical Co., Ltd. according to the market mode 834573641346 9.66% joint sales of products Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Pharmaceutical Co., Ltd. determined 297877318288 6.23% products Guizhou Tian'an Pharmaceutical Co., Ltd. 111496 987.62 4.15 %Jiangxi Boya Xinhe Pharmaceutical Co., Ltd. 57.74 1.94%
Total - 25094412286360-
Purchase from China Resources Medicine 3 Chinalin Securities Co.Ltd(002945) 77.64 568.42 100% holding company and its related Guangdong Fuda Pharmaceutical Co., Ltd. in accordance with the market method of 4.20 32.92 100% joint purchase, and the production is determined by Jiangxi Boya Xinhe Pharmaceutical Co., Ltd
Product 40.00 66.60 100%
Total - 621.84 667.94-
Total - 25716252353154-
The above-mentioned connected transactions have passed the 15th meeting of the seventh board of directors and the 10th meeting of the seventh board of supervisors
The second meeting considered and approved that the related directors and related supervisors have avoided voting; Independent directors have issued prior approval
Opinions and express independent opinions with explicit consent; The estimated amount of the above related party transactions does not exceed the company's latest one
5% of the audited net assets in the current period does not need to be submitted to the general meeting of shareholders for deliberation.
。
The above-mentioned connected transactions do not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Related person introduction and relationship
(I) basic information of China Resources Pharmaceutical Holdings
Name of purchaser: China Resources Pharmaceutical Holdings Co., Ltd
Legal representative: Bai Xiaosong
Registered address: room B123, building 2, huilongsen Science Park, No. 99, Kechuang 14th Street, Beijing Economic and Technological Development Zone
Main office location: Yard 2, Middle North Third Ring Road, Chaoyang District, Beijing
Registered capital: 150 million yuan
Unified social credit code 91110 Berry Genomics Co.Ltd(000710) 934668c
Date of establishment: March 22, 2007
Company type: limited liability company (sole proprietorship of legal person in Taiwan, Hong Kong and Macao)
(I) invest in the fields where foreign investment is allowed by the state according to law; (II) be entrusted in writing by the invested enterprise (unanimously approved by the board of directors) to provide the following services to the invested enterprise: 1. Assist or act as an agent for the invested enterprise to purchase machinery and equipment, office equipment and raw materials, components and parts required for production from outside China Parts and sell products produced by the invested enterprises at home and abroad, and provide after-sales service; 2. To balance foreign exchange among the invested enterprises with the consent and supervision of the foreign exchange administration department; 3. Provide technical support, staff training, internal personnel management and other services for the invested enterprises in the process of product production, sales and market development; 4. Assist its invested enterprises in seeking loans and providing guarantees. (III) establish scientific research and development centers or departments in China to engage in the research and development of new products and high and new technologies, transfer their research and development achievements, and provide corresponding technical and business services; (IV) provide consulting services for its investors and its affiliated companies with market information, investment policies and other consulting services related to its investment; (V) undertake the service outsourcing business of its parent company and affiliated companies. (VI) allow investment companies to undertake service outsourcing business of overseas companies. (VII) be entrusted in writing by the invested enterprise (unanimously approved by the board of directors) to carry out the following businesses: 1. Sell the products produced by the invested enterprise in the way of distribution in the markets outside China; 2. Provide transportation, warehousing and other comprehensive services for the invested enterprises. (VIII) export domestic commodities by means of agency, distribution or establishment of export procurement institutions (including internal institutions), and handle export tax rebate in accordance with relevant regulations; (IX) purchase the products produced by the invested enterprise for system integration and sell them outside China. If the products produced by the invested enterprise can not fully meet the needs of system integration, it is allowed to purchase system integration supporting products outside China, However, the value of the purchased system integration supporting products shall not exceed 50% of the value of all products required for system integration; (x) the products of the enterprise it invests in
Chinese dealers, agents and Chinese companies and enterprises that have signed technology transfer agreements with investment companies, their parent companies or their affiliates to provide relevant technical training; （11） Before the invested enterprise is put into operation or the new products of the invested enterprise are put into operation, in order to carry out product market development, the investment company is allowed to import the products of the parent company related to the products produced by the invested enterprise from its parent company for trial sale in China; （12） Provide operating leasing services for the invested enterprises of machines and office equipment, or establish operating leasing companies according to law; （13） Provide after-sales service for its imported products; （14） Participate in overseas project contracting of Chinese enterprises with the right to operate foreign contracted projects; （15） Sales in China (excluding zero)
