Citic Securities Company Limited(600030)
About Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
Verification opinions on confirmation of related party transactions in 2021
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “sponsor”) as a sponsor of Tibet Tibet Duo Rui Pharmaceutical Co.Ltd(301075) Co., Ltd. (hereinafter referred to as ” Tibet Duo Rui Pharmaceutical Co.Ltd(301075) ” or “company”) for initial public offering of shares and listing on the gem of Shenzhen Stock Exchange The related party transactions in Tibet Duo Rui Pharmaceutical Co.Ltd(301075) 2021 have been carefully verified in accordance with the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020). The details are as follows:
1、 Basic information of related party transactions of the company in 2021
(I) recurring related party transactions in 2021
Unit: 10000 yuan
Category of related party transactions related party relationships related party transactions in 2021
Easily incurred amount
Accepting related parties to provide Shanghai Zhitong Pharmaceutical Co., Ltd. Shanghai Zhitong is the joint legal person (cooperative research and development) of the company’s Labor Technology Co., Ltd. that accepts 330.00 labor services
Note: the amounts listed in the above tables are tax inclusive. It has been audited by Tianjian Certified Public Accountants (special general partnership). (II) related party guarantee in 2021
The guarantor’s creditor is guaranteed by the guarantor. The amount of guarantee on the starting and ending date of guarantee. The signing date and performance status of the guarantor
January 11, 2021 to
Deng Yong, CITIC Bank Hubei Duorui January 11, 2023 maximum amount of 30 million
On January 11, 2021, yuan and its joint and several liabilities under the main contract between Bank Wuhan Pharmaceutical Co., Ltd. are performing the guarantee of other expenses upon the expiration of the performance period of the company’s debts of wangqionghang branch
Three years from the date of
Note: Hubei Duorui Pharmaceutical Co., Ltd. is a wholly-owned subsidiary of the company, and Wang Qiong is Deng Yong’s spouse. The above related guarantee matters are transactions in which the listed company unilaterally obtains benefits. As of December 31, 2021, the bank loan balance under the above guarantee contract is 0.
2、 Introduction and relationship of related parties
Shanghai Zhitong Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “Shanghai Zhitong”) was established on December 2, 2010 with a registered capital of 5.68 million yuan. Its registered address is Room 501, building 1, No. 150 Copernicus Road, China (Shanghai) pilot free trade zone. Its legal representative is Chen ting. The main business of the company is technology development in the fields of biology, medicine and medical device technology, Development and sales of chemical raw materials and products (except dangerous chemicals, MCCs, civil explosives and precursor chemicals), pharmaceutical intermediates, preparation accessories (except drugs and dangerous goods), cosmetics and packaging materials, sales of laboratory consumables, instruments and electronic products, and provide technology transfer, technical consultation and technical services in relevant fields. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial data of Shanghai Zhitong in 2021: operating income of 283084 million yuan, net profit of 115222 million yuan, total assets of 376934 million yuan and net assets of 352166 million yuan. The above financial data have not been audited. Association with the company: Chen Ting, the actual controller of Shanghai Zhitong, is a natural person whose subsidiary Hubei jiaruimei Pharmaceutical Technology Co., Ltd. holds more than 10% of the shares.
(II) Deng Yong
Deng Yong, Chinese nationality, is the actual controller, chairman and general manager of the company. He indirectly holds 337225 million shares of the company, accounting for 42.15% of the total share capital of the company.
3、 Main contents of related party transactions and their impact on Listed Companies
The daily related party transactions between the company and its related party Shanghai Zhitong follow the principles of openness, fairness and fair and reasonable price. The transaction price is based on the market price, the pricing is fair and reasonable, there is no damage to the interests of the company and other shareholders, and meet the reasonable production and operation costs and income requirements of both parties.
The related party Deng Yong and his spouse Wang Qiong provided related party guarantee for the wholly-owned subsidiary’s application for bank credit without charging guarantee fee, which reflected the support of major shareholders for the development of the company and did not damage the interests of the company and other non related shareholders. The implementation of related party transactions will not have a significant impact on the current and future financial status and operating results of the company, and will not affect the independence of the company.
4、 Deliberations of the board of directors
On March 23, 2022, the 11th meeting of the first board of directors of the company deliberated and approved the proposal on the confirmation of recurring related party transactions in 2021, which confirmed the recurring related party transactions of the company in 2021; The proposal on the confirmation of related party guarantee in 2021 was reviewed and passed, which confirmed the related party guarantee of the company in 2021, and the related directors Deng Yong and Deng Qin avoided voting.
5、 Prior approval opinions and independent opinions issued by independent directors
(I) prior approval opinions of independent directors
The independent directors believe that the related party transactions confirmed by the company in 2021 comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company, non related shareholders and all shareholders. Therefore, we agree to the relevant proposals of the company on related party transactions and agree to submit the relevant proposals to the 11th meeting of the first board of directors for deliberation.
(II) independent opinions of independent directors
The independent directors believe that the related party transactions confirmed by the company in 2021 comply with the provisions of relevant laws and regulations and the articles of association, and there is no damage to the interests of the company, non related shareholders and all shareholders.
The voting procedure of this matter is legal, has no adverse impact on the independence of the company, and does not damage the interests of shareholders of the company. Therefore, it is agreed to confirm the related party transactions in 2021.
6、 Deliberation of the board of supervisors
On March 23, 2022, the ninth meeting of the first board of supervisors of the company deliberated and adopted the proposal on the confirmation of regular connected transactions in 2021 and the proposal on the confirmation of connected guarantees in 2021. The board of supervisors believes that the related party transactions confirmed by the company in 2021 meet the requirements of Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020), the articles of association and other relevant laws, regulations and normative documents. There were no cases that damaged the legitimate rights and interests of the company and minority shareholders, and the necessary review procedures were performed in strict accordance with relevant laws and regulations. To sum up, it is agreed that the related party transactions in 2021 will be confirmed.
7、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that:
The above-mentioned related party transactions of the company such as regular related party transactions in 2021 and related party guarantees in 2021 have been deliberated and approved at the 11th meeting of the first board of directors and the 9th meeting of the first board of supervisors, the related directors have avoided voting, and the independent directors have expressed their prior approval opinions and agreed independent opinions on relevant proposals. The decision-making procedures for the above related party transactions shall comply with the provisions of relevant laws, regulations and the articles of association.
The above related party transactions confirmed by the company are all necessary for the company to carry out business activities and fund-raising activities, do not damage the interests of the listed company and non related shareholders, will not affect the independence of the listed company, and the listed company will not rely on related parties due to such transactions.
In conclusion, the recommendation institution has no objection to the matters confirmed by the company’s related party transactions in 2021.
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(there is no text on this page, which is the signature page of Citic Securities Company Limited(600030) verification opinions on the confirmation of related party transactions in Tibet Duo Rui Pharmaceutical Co.Ltd(301075) 2021) sponsor representative:
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Luo Shuo, Ma Xiaolu
Citic Securities Company Limited(600030) March 24, 2022
