Stock Code: Yunnan Baiyao Group Co.Ltd(000538) stock abbreviation: Yunnan Baiyao Group Co.Ltd(000538) Announcement No.: 202220
Yunnan Baiyao Group Co.Ltd(000538)
Announcement on the forecast of daily connected transactions in 2022
Important note: the company and all members of its board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
1. The board of directors has considered and approved the expected daily connected transaction limit in 2022
The company held the 10th meeting of the 9th board of directors in 2021 on December 29, 2021, deliberated and approved the proposal on the estimated daily related party transactions in 2022. According to the daily business needs of 2022, the company made reasonable estimates on various related transactions related to daily business, including purchasing and selling goods. It is expected that the company will cooperate with Tibet jiushizhihe Marketing Co., Ltd. in 2022 The total amount of daily related party transactions of Shanghai tianluohang Brand Management Co., Ltd. is 475 million yuan.
2. Other estimated daily connected transaction limits in 2022 submitted to the board of directors for consideration
According to the needs of daily operation in 2022, the company has made reasonable estimates for other related party transactions related to daily operation, including purchasing and selling goods. It is estimated that the total amount of daily related party transactions between the company and Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) (hereinafter referred to as ” Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) “) and Kunming Hongyun hospital Co., Ltd. (hereinafter referred to as “Hongyun hospital”) in 2022 is 34.1 million yuan.
3. In 2022, the total amount of daily related party transactions between the company and the above related parties is expected to be 509.1 million yuan, accounting for 1.33% of the company’s latest audited net assets of 3822614 million yuan, which does not need to be reported to the general meeting of shareholders for deliberation. In 2021, the total amount of daily related party transactions between the company and related parties estimated at the beginning of the year was 332861 million yuan, which did not exceed the amount considered and approved by the board of directors in 2021.
4. On March 24, 2022, the company held the fourth meeting of the ninth board of directors in 2022, which should
9 directors attended the meeting, 9 actually attended the meeting (including 7 directors attending the meeting, independent directors)
Mr. Dai Yang, the director, and Mr. Liu Guoen, the independent director, attended the meeting by video and expressed their opinions
The board of supervisors and the supervisors voted in this meeting as nonvoting delegates. The meeting was held by eight votes
Italy (director Li Shuangyou is an affiliated director, avoiding voting), 0 abstention and 0 opposition, which was deliberated and adopted
Proposal on estimated daily connected transactions in 2022.
5. The actual situation of daily related party transactions in 2021 by independent directors is quite different from that expected
Issued special instructions; Conduct pre-trial on the daily connected transactions expected to occur in 2022
And issued prior approval opinions and independent opinions, believing that the transaction complies with the provisions of laws and regulations and is not acceptable
There are situations that damage the interests of the company, other non affiliated shareholders and the majority of minority shareholders.
(II) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
The amount of related party transactions and related party contracts signed by related parties as of the disclosure date. The pricing principle or estimated amount of related party transactions occurred in the previous year
content
According to the market price, 2910, 670.89, 272831 people will purchase the goods from the related Jiangsu Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) Equipment Co., Ltd
Subtotal — 2910670.89272831
According to the market price, the goods from the affiliated Kunming Hongyun hospital Co., Ltd. are determined by 500 88.12 517.19 sellers
Subtotal — 500 88.12 517.19
(III) actual occurrence of daily connected transactions in 2021
Unit: 10000 yuan
Index of the difference between the actual amount of related party transactions and the estimated amount of related party transactions on the disclosure date and the proportion of similar businesses
Content (%) (%)
Kunming Dehe Canned Food Co., Ltd
Food limited liability commodities 194.96 400 0.0060% 51.26% are not applicable to affiliated companies
Purchaser: Jiangsu Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223)
Equipment Co., Ltd. commodity 2728313700 0.0861% 26.26% not applicable to the company
Subtotal – 2923274100 0.0921% 28.70%-
Tibet jiushizhihe commodity 2984732350000.8206% 14.72% not applicable to Marketing Co., Ltd
Wanlong holding group
Sales to 3.893000 0.0001% and 99.87% inapplicable persons of affiliated limited companies (Note 1)
Kunming hongyunyi Commodity Co., Ltd. 517.191000 0.0142% 48.28% not applicable
Subtotal – 3036840390000.8349% 22.13%-
Before the estimation of related party transactions in the planned year, the board of directors of the company has fully evaluated and calculated the related party transactions based on the business needs, cooperative relationship and actual performance. The estimation is reasonable and prudent. The actual amount is different from the original upper limit of the estimated amount due to objective reasons such as business needs that differ greatly from the expectation, However, these differences are indeed caused by uncontrollable factors. The company will, as always, strictly control related party transactions to ensure fairness, impartiality and fair price.
We have verified that there is a large difference between the actual amount of daily related party transactions in 2021 and the expected amount. After verification, we believe that the company’s explanation of the actual amount of daily related party transactions in 2021 is in line with the market situation and the actual situation of the company, The daily connected transactions that have occurred are transactions required for the normal operation of the company, which are quite different from the expected situation between the public and the company, and meet the requirements of the company’s operation and development strategy and the provisions of the instructions of laws and regulations. Although the actual amount is different from the original estimated upper limit due to objective reasons such as business needs, such differences are indeed caused by uncontrollable factors. The daily connected transactions that have occurred are fair and just, the transaction price is fair, and there is no behavior that damages the interests of the company and its shareholders, especially small and medium-sized shareholders.
Note 1: the wholly-owned subsidiary of the company Yunnan Baiyao Group Co.Ltd(000538) group (Hainan) Co., Ltd. is responsible for its overseas wholly-owned subsidiary yunbaiyao Hong Kong Co., Ltd
(hereinafter referred to as “Baiyao Hong Kong”) and Baiyao Hong Kong as the offeror to Bandung Holding Group Co., Ltd. (hereinafter referred to as “Baiyao Hong Kong”)
(referred to as “Bandung Holdings”). All issued shares held by all shareholders except the offeror and its persons acting in concert shall be issued with mandatory comprehensive cash
Offer. Whereas Bandung holdings was included in the scope of financial statement consolidation of Yunnan Baiyao Group Co.Ltd(000538) in the first quarter of 2022, according to Shenzhen
According to the relevant provisions of the stock listing rules of the stock exchange, Bandung Holding Group Co., Ltd. is no longer an affiliated legal person of the company.
2、 Basic information of related parties
(Ⅰ) Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223)
1. Basic information
Legal representative: Wu Qun
Registered capital: 1 Shandong Polymer Biochemicals Co.Ltd(002476) 929 yuan
Main business: medical devices (operating within the scope approved by the license); Manufacturing and sales of health products;
Sales of metal materials; Operate the export business of self-produced products of the enterprise and the machinery and equipment required by the enterprise
Import business of spare parts, raw and auxiliary materials (commodities and technologies restricted or prohibited by the state)
(except); Refitting of motor medical vehicles (carrying out business activities with relevant qualifications); Car sales. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) licensed projects: production of sanitary products and disposable medical products; Food business (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: Sales of personal hygiene products; Sales of disinfectants (excluding hazardous chemicals) (except for projects subject to approval according to law, carry out business activities independently according to law with business license).
Registered address: Yunyang Industrial Park, Danyang City, Jiangsu Province (south of Zhenxin Road)
Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) as of the third quarter of 2021, the main financial data (Unaudited) are: total assets of 12214918300 yuan, net assets of 8293954200 yuan, operating income of 5310255500 yuan and net profit of 1352256400 yuan.
2. Relationship with the company
Jiangsu Yuyue Technology Development Co., Ltd. holds 24.54% of the shares of Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) and is the controlling shareholder of Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) company; By the end of 2021, Jiangsu Yuyue Technology Development Co., Ltd. holds Yunnan Baiyao Group Co.Ltd(000538) 5.56% of the shares, which is a shareholder of Yunnan Baiyao Group Co.Ltd(000538) holding more than 5%; Wu Qun is the supervisor of the company and the chairman and President of Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) is the affiliated legal person of the company.
3. Performance capability analysis
According to the main financial indicators and operating conditions of the above-mentioned related parties, the above-mentioned related parties continue to operate according to law, are in good operating condition, and there are no obstacles to the ability to perform the contract.
(II) Kunming Hongyun hospital Co., Ltd
1. Basic information:
Legal representative: Chen Jinsong
Company type: limited liability company
Registered capital: RMB ten million only
Main business: diagnosis and treatment services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Registered address: Shangzhuang, Longquan Road, Wuhua District, Kunming, Yunnan
Main financial data of 2021 (Unaudited): total assets: 25.39 million yuan; Net assets: 21.35 million yuan; Operating income: 35.68 million yuan; Net profit – 1.35 million yuan.
2. Relationship with the company
Hongyun hospital is a wholly-owned subsidiary of Yunnan hehe (Group) Co., Ltd. as of the end of 2021, Yunnan hehe
