Citic Securities Company Limited(600030) about Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company
Verification opinions on related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) " and "sponsor") is the sponsor of Cansino Biologics Inc(688185) Jinyu Bio-Technology Co.Ltd(600201) company (hereinafter referred to as "company" and " Cansino Biologics Inc(688185) ") for initial public offering and listing. In accordance with the measures for the administration of securities issuance and listing recommendation business, the rules for the listing of shares on the science and Innovation Board of Shanghai Stock Exchange, the measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other laws and regulations, the daily connected transactions in Cansino Biologics Inc(688185) 2022 are verified. The verification results and opinions are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 25, 2022, the company held the 8th meeting of the 2nd board of directors and the 11th meeting of the 2nd board of supervisors, and respectively considered and adopted the proposal on the prediction of daily connected transactions in 2022. There were no connected directors who needed to avoid voting. All directors unanimously agreed to consider and adopt the proposal, and the review procedure was in line with the provisions of relevant laws and regulations.
Before being submitted to the meeting of the board of directors of the company for deliberation, all independent directors of the company approved the related party transaction in advance, And give prior approval opinions: "The expected events of the company's daily related party transactions in 2022 are required by the company's business activities. The related party transactions determine the transaction price fairly, openly and reasonably in accordance with the market trading principles, which is in line with the interests of the company and all shareholders, has no impact on the independence of the company, does not damage the interests of the company and shareholders, especially the interests of minority shareholders, is in line with the interests of the company and all shareholders, and is in line with the China Securities Regulatory Commission Relevant provisions of the Commission and Shanghai Stock Exchange. Therefore, we approved the proposal on the prediction of daily connected transactions in 2022 in advance and agreed that the company would submit the proposal to the eighth meeting of the second board of directors for deliberation. "
When the board of directors considered the relevant proposal, all the independent directors of the company expressed their independent opinions on agreeing to the proposal. The independent directors believed that: "the fair, open and reasonable determination of the transaction price of the company's daily connected transactions in 2022 in accordance with the market transaction principle is in line with the interests of the company and all shareholders, has no impact on the independence of the company, and does not damage the interests of the company and shareholders, especially the interests of minority shareholders, It is in line with the interests of the company and all shareholders and the relevant provisions of China Securities Regulatory Commission and Shanghai Stock Exchange. When the board of directors deliberated the proposal, the deliberation procedures were in line with the provisions of relevant laws and regulations. "
(II) estimated amount and category of daily connected transactions
The company expects that the daily related party transactions with Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries in 2022 will not exceed 60 million yuan. The details are as follows:
The reason for the large difference between the estimated amount in 2022 and the actual amount in 2021 between this estimated amount and the actual amount in the previous year (10000 yuan)
Purchase raw materials, daily 900.00 -- common materials
Procurement, warehousing and logistics, 420000 - R & D and other services
Personnel seconded to them, 900.00 879.20 - pay labor fees
Total Shanghai Pudong Development Bank Co.Ltd(600000) 879.20-
Within the estimated total amount of this daily connected transaction, the company and its subsidiaries can adjust the amount of connected transactions between different connected persons under the same control according to the actual situation, including the adjustment between different types of connected transactions.
2、 Basic information and relationship of related parties
(I) basic information of related parties
Enterprise name: Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Enterprise type: other joint stock limited companies (listed)
Registered address: No. 92, Zhangjiang Road, China (Shanghai) pilot Free Trade Zone
Legal representative: Zhou Jun
Date of establishment: January 18, 1994
Registered capital: 284208932200 yuan
Business scope: API and pharmaceutical products of various dosage forms (including but not limited to tablets, capsules, aerosols, immune preparations, granules, ointments, pills, oral liquids, inhalants, injections, liniments, tinctures and suppositories) (including but not limited to chemical APIs, chemical preparations, traditional Chinese medicine, Chinese patent medicine, decoction pieces of traditional Chinese medicine, biochemical drugs, biological products, narcotic drugs, psychotropic drugs and toxic drugs for medical use) [compatible with the business scope], R & D, manufacturing and sales of health products, medical devices and related products, manufacturing and sales of medical equipment, engineering installation and maintenance, warehousing and logistics, maritime, land and air freight forwarding business, industrial investment, asset management, provision of international economic and trade information and consulting services, rental of self owned houses, self-supporting and agent import and export business of all kinds of drugs and related commodities and technologies. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
According to Shanghai Pharmaceuticals Holding Co.Ltd(601607) disclosure, its total audited assets in 2020 were 14918565547863 yuan, the net assets attributable to shareholders of the listed company were 4535467768857 yuan, the operating income was 19190915616088 yuan, and the net profit attributable to shareholders of the listed company was 449621695855 yuan.
(II) description of association relationship
Shanghai Sanwei Biotechnology Co., Ltd. holds 489580% of the shares of the company's subsidiary Shanghai Shangyao Cansino Biologics Inc(688185) biopharmaceutical Co., Ltd., and Shanghai Sanwei Biotechnology Co., Ltd. is a company controlled by Shanghai Pharmaceuticals Holding Co.Ltd(601607) company. According to the relevant provisions of the regulatory rules of the place where the company is listed, the company predicts the transactions with Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries in 2022 according to the principle of prudence and the procedures of related party transactions, and performs the deliberation and disclosure procedures. (III) performance capability analysis
Shanghai Pharmaceuticals Holding Co.Ltd(601607) is a large pharmaceutical industry group listed in Shanghai and Hong Kong. Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries have the ability to perform the contract, good financial condition and good ability to perform the contract. The company will sign contracts or agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement. The performance of the contract is guaranteed by law.
3、 Main contents of daily related party transactions
The estimated daily related party transactions between the company and its subsidiaries and Shanghai Pharmaceuticals Holding Co.Ltd(601607) and its subsidiaries in 2022 are mainly the procurement of raw materials and daily materials from relevant parties, the procurement of warehousing, logistics, R & D and other services, the secondment of personnel and the payment of labor fees. The business transactions between the company and its subsidiaries and relevant parties will follow the principles of openness, fairness, impartiality, rationality and fair price, Both parties to the transaction will first take the market fair price of similar products or services as the pricing basis or determine the transaction price by means of bidding. In principle, they will not deviate from the price or charging standard of an independent third party. If there is no market price for reference, both parties agree to determine the specific transaction price by means of cost plus reasonable profit.
In order to safeguard the interests of both parties, the company and the above related parties will sign specific contracts or agreements according to the business development. At that time, the company will exercise relevant rights and perform relevant obligations in strict accordance with the terms of the contract.
4、 Impact of daily related party transactions on Listed Companies
(I) necessity of related party transactions
The above transactions are the needs of the normal business activities of the company's business development and production and operation. They are normal business, in line with the interests of the company and all shareholders, and have certain necessity.
(II) fairness of pricing of related party transactions and rationality of settlement time and method
The transactions between the company and related parties are conducted on the basis of normal market transaction conditions and relevant agreements, which comply with business practices. The above transactions follow the principles of openness, fairness and impartiality. Both parties to the transaction will first take the market fair price of similar products or services as the basis for pricing, and in principle, they will not deviate from the price or charging standard of an independent third party. If there is no market price for reference, Then both parties agree to determine the specific transaction price by means of cost plus reasonable profit. The pricing is fair and reasonable, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders, which will not affect the operation and independence of the company, and the company will not rely on relevant parties due to the above transactions.
(III) continuity of related party transactions
The company maintains a relatively stable cooperative relationship with the above related parties. Under the condition of stable development of the company's business, the transactions with the above related parties will continue.
5、 Verification opinions of the recommendation institution
After verification, the daily connected transactions in Cansino Biologics Inc(688185) 2022 are expected to have been deliberated and approved by the board of directors and the board of supervisors of the company, and the independent directors have issued their prior approval opinions and clearly agreed independent opinions, which are in line with the provisions of relevant laws, regulations, normative documents and the articles of Association; The above related party transactions belong to the needs of the company's production and operation activities, meet the actual operation conditions of the company, the transaction is reasonable and fair, will not affect the independence of the company's main business, and will not damage the interests of the company and all shareholders, especially minority shareholders.
The sponsor agrees to the forecast of daily connected transactions in Cansino Biologics Inc(688185) 2022.
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