Securities code: Tibet Duo Rui Pharmaceutical Co.Ltd(301075) securities abbreviation: Tibet Duo Rui Pharmaceutical Co.Ltd(301075) Announcement No.: 2022023 Tibet Duo Rui Pharmaceutical Co.Ltd(301075)
Announcement on the confirmation of related party transactions in 2021
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Tibet Duo Rui Pharmaceutical Co.Ltd(301075) (hereinafter referred to as “the company”) held the 11th meeting of the first board of directors and the 9th meeting of the first board of supervisors on March 23, 2022, deliberated and adopted the proposal on the confirmation of recurring connected transactions in 2021 and the proposal on the confirmation of connected guarantees in 2021. This proposal is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation. Deng Yong and Deng Qin, affiliated directors of the proposal on confirmation of related party guarantee in 2021, avoided voting. The independent directors of the company have issued their prior approval opinions and agreed independent opinions on relevant proposals.
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 amount of such transactions in 2021
Accept the related parties to provide Shanghai Zhitong medical and Shanghai Zhitong to accept labor services for the company
Joint legal person of labor Medicine Technology Co., Ltd. (cooperative research and development)
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, Wang CITIC Bank, Hubei Duorui January 11, 2023 date: 30 million maximum amount: 202101.1
Yuan and its joint and several liabilities under the main contract between Bank of China and Wuhan Pharmaceutical Co., Ltd. are performing, and other expenses are the guarantee when the performance period of the company’s debts of Bank of China Qiong 1 branch expires
Three years from the date of
Note: Hubei Duorui Pharmaceutical Co., Ltd. is a wholly-owned subsidiary of the company, Wang Qiong is Deng Yong’s spouse, and the above related guarantee matters are
A transaction in which a listed company obtains benefits unilaterally. As of December 31, 2021, bank loans under the above guarantee contract
The balance is 0.
2、 Introduction and relationship of related parties
(I) Shanghai Zhitong Pharmaceutical Technology Co., Ltd
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、 Prior approval opinions and independent opinions issued by independent directors
(I) prior approval opinions of independent directors
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 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.
5、 Opinions of the board of supervisors
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. Therefore, we unanimously agree on the matters related to the confirmation of related party transactions.
6、 Verification opinions of the recommendation institution
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. 7、 Documents for future reference
(I) resolutions of the 11th meeting of the first board of directors;
(II) resolutions of the ninth meeting of the first board of supervisors;
(III) prior approval opinions of independent directors on the confirmation of related party transactions in 2021;
(IV) independent opinions of independent directors on relevant proposals of the 11th meeting of the first board of directors;
(V) Citic Securities Company Limited(600030) verification opinions on the confirmation of related party transactions in Tibet Duo Rui Pharmaceutical Co.Ltd(301075) 2021.
It is hereby announced.
Tibet Duo Rui Pharmaceutical Co.Ltd(301075) board of directors March 24, 2022
