Securities code: Hunan Warrant Pharmaceutical Co.Ltd(688799) securities abbreviation: Hunan Warrant Pharmaceutical Co.Ltd(688799) Announcement No.: 2022008 Hunan Warrant Pharmaceutical Co.Ltd(688799)
Confirmation of related party transactions in 2021 and 2022
Announcement of estimated related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important contents suggest that this related party transaction needs to be submitted to the general meeting of shareholders for deliberation. This connected transaction is based on the daily business development needs of Hunan Warrant Pharmaceutical Co.Ltd(688799) (hereinafter referred to as “the company”) and follows the general market rules on the basis of equality and voluntariness. The transactions between the company and related parties are conducted on the basis of normal market transaction conditions and signing relevant agreements. Related party transactions follow the principles of openness, fairness and impartiality, and the pricing is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially small and medium-sized shareholders. This related party transaction will not affect the independence of the company, and the company will not form a significant dependence on related parties due to such related party transactions.
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 third meeting of the audit committee of the third session of the board of directors, deliberated and adopted the proposal on the confirmation of the company’s connected transactions in 2021 and the prediction of connected transactions in 2022, and agreed to submit it to the board of directors for deliberation. On March 26, 2022, the company held the third meeting of the third board of directors and the third meeting of the third board of supervisors, deliberated and adopted the proposal on the confirmation of related party transactions in 2021 and the prediction of related party transactions in 2022, and agreed to submit the proposal to the general meeting of shareholders. Xie Jun, the related supervisor of the proposal, has avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations.
The independent directors of the company have expressed their prior approval opinions and clearly agreed independent opinions on the proposal. The independent directors believe that the daily related party transactions of the company in 2021 and the related party transactions in 2022 are expected to be carried out based on the market-oriented principle, and the price is fair and reasonable. There is no damage to the interests of the company and minority shareholders, which will not affect the independence of the company and is in line with the interests of the company and all shareholders. The independent directors agreed to submit the proposal on the confirmation of related party transactions in 2021 and the prediction of related party transactions in 2022 to the 2021 annual general meeting of shareholders of the company for deliberation.
(II) estimated amount and category of related party transactions in 2022
Unit: RMB 10000
At the beginning of this year, the proportion of this estimated amount in the same category to the actual amount of the same category in the previous year to the disclosure date, the proportion of the actual amount of the related party to the current pre business of the related party in the previous year and the proportion of the amount of the related party to the business of the related party, easily classified amount (%) and cumulative amount issued (%) Transaction reasons of students with large differences
amount of money
Accept Guan Hunan Jiu
Lianrentijun marketing 800.00 1.55% 86.6 667.76 1.29%-
For labor planning
Business Co., Ltd
Subtotal 800.00 1.55% 86.6 667.76 1.29%
To associate Hunan purple
Sales of human health 30.00 5.72% 4.02 3.92 0.75%-
Commodity industry
Limited company
Subtotal 30.00 5.72% 4.02 3.92 0.75%
To associate Hunan purple
People provide a healthy 35.86 42.51% 5.92 34.82 41.27%-
Rental service industry
Business Co., Ltd
Subtotal 35.86 42.51% 5.92 34.82 41.27%-
Hunan Province
The provision of dilute traditional Chinese medicine to the associated tianjizhen cooperation project increased by 206000, 188.30% – 720.00, 65.81%, and the increase of R & D service volume was limited
department
Subtotal 206000 188.30% – 720.00 65.81%-
The company provided 181.22% of Libo 198255 to the associated Hainan Yun cooperation project, and increased the service volume of R & D service technology
Subtotal 198255 181.22% —
Total 490841 – 96.54 – 142650 —
Note: the proportion of the amount of similar business to be avoided in 2021 and the predicted profit of similar business in 2022 is the proportion of the amount of similar business to be avoided in 2022.
(III) prediction and implementation of related party transactions in 2021
Unit: RMB 10000
Reasons for the large difference between the estimated amount of related party transactions in 2021 and the actual amount of related parties in 2021
Accepted Association Hunan Jiujun marketing planning Co., Ltd. 550.00 667.76-
Division provided by
Labor subtotal 550.00 667.76-
To the related person Hunan Ziyi Health Industry Co., Ltd. 10.00 3.92-
Commodity Sales Department
Subtotal 10.00 3.92-
To the related person Hunan Ziyi Health Industry Co., Ltd. 33.81 34.82-
Provide leasing division
Subtotal of services 33.81 34.82-
Send 720.00 720.00 to the related person Hunan Tianji rare traditional Chinese Medicine-
Supply research development Co., Ltd
Service subtotal 720.00 720.00-
Total 131381142650-
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Hunan Ziyi Health Industry Co., Ltd
Enterprise name: Hunan Ziyi Health Industry Co., Ltd
Nature limited liability company
Legal representative: Xie Jun
The registered capital is 5 million yuan
Date of establishment: November 24, 2003
Address: room 602, 6 / F, building C5-C7, No. 28, Lutian Road, Changsha high tech Development Zone
Main office location: room 602, 6 / F, building C5-C7, No. 28, Lutian Road, Changsha high tech Development Zone
Health management; Nutrition and health advisory services; Mobile Internet R & D and maintenance; Development and construction of e-commerce platform; Biotechnology development services; Sales of health products, prepackaged food (including refrigerated and frozen food), daily necessities, class II medical devices, class I medical devices, sanitary disinfection products, cosmetics and main business products for hygiene, and health food; Research and development of plant extracts, health food, special dietary food, class II medical devices, class I medical devices and disinfectants; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies that the state restricts the company to operate or prohibits the import and export; Other integrated management services.
Major shareholder or actual controller of Hunan Luyuan industrial investment partnership (limited partnership)
2. Hunan Jiujun marketing planning Co., Ltd
Enterprise name: Hunan Jiujun marketing planning Co., Ltd
Nature limited liability company
Legal representative: Yuan Shengjun
The registered capital is 5 million yuan
Date of establishment: July 17, 2019
Address: room 421, 4th floor, complex building next to Xiangjiang Avenue sand and gravel base, Tongguan circular economy industrial base, Wangcheng economic and Technological Development Zone, Changsha
Main office location: 5th floor, building C7, Minmetals Lugu science and Technology Industrial Park, No. 28 Lutian Road, Yuelu District, Changsha City, Hunan Province
Marketing planning services; Brand promotion and marketing; Enterprise management consulting services; Main business affairs of biotechnology promotion service; Health management; Research and development of food, health products and cosmetics; Engage in the following business activities on the Internet: Sales of daily necessities and health products; Retail of sanitary disinfection products, cosmetics and sanitary products.
Major shareholder or Hunan Shixian Pharmaceutical Management Co., Ltd; International controller of Changsha junong Network Technology Co., Ltd
Note: on December 13, 2021, Hunan Luyuan industrial investment partnership (limited partnership) has transferred its shares in Hunan Jiujun marketing planning Co., Ltd. to Changsha junong Network Technology Co., Ltd. Therefore, Xie Jun, the supervisor of the company, no longer controls the enterprise. According to the measures for the administration of information disclosure of listed companies, “in the past 12 months or in the next 12 months according to relevant agreements, if there is one of the above-mentioned related circumstances, it is a related party”. Therefore, Hunan Jiujun marketing planning Co., Ltd. will still be recognized as a related party in the next 12 months.
3. Hunan Tianji rare traditional Chinese Medicine Development Co., Ltd
Enterprise name: Hunan Tianji rare traditional Chinese Medicine Development Co., Ltd
Nature limited liability company
Legal representative: Chen Liumin
The registered capital is 50 million yuan
Date of establishment: October 18, 2018
Address: room 521, jinkailai apartment, Jiankang Avenue, Liuyang Economic Development Zone
Main office location: room 521, jinkailai apartment, Jiankang Avenue, Liuyang Economic Development Zone
Main business: Cultivation of Chinese herbal medicine (limited to branches); Acquisition of traditional Chinese medicine; Research and development of traditional Chinese medicine and drugs. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Major shareholder or real Jiujiang Queshan Tianji Investment Center (limited partnership); Hunan
