Securities code: Beihai Gofar Chuanshan Biological Co.Ltd(600538) securities abbreviation: Beihai Gofar Chuanshan Biological Co.Ltd(600538) Announcement No.: lin2022017 Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Announcement on the forecast of daily connected transactions in 2022
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips: this daily connected transaction does not need to be submitted to the general meeting of shareholders for deliberation; Impact of daily related party transactions on the company: the daily related party transactions between the company and related parties are determined based on the needs of the company’s production and operation. The related party transactions are voluntary, equal and fair, and will not damage the interests of the company and shareholders, especially the interests of minority shareholders, form greater dependence on related parties, and will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Guangzhou Goldman Sachs Biotechnology Co., Ltd. (hereinafter referred to as “Goldman Sachs biology”), a wholly-owned subsidiary of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as “the company”), plans to have a daily related party transaction with the associated enterprise Guangzhou Shenxiao Gene Technology Co., Ltd. (hereinafter referred to as “Shenxiao gene”) in 2022, with an estimated amount of 10 million yuan.
1. Voting of the board of directors
The company held the 16th meeting of the 10th board of directors on March 25, 2022, deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. There are no affiliated directors in the company, and the avoidance of voting by affiliated directors is not involved. All directors of the company unanimously agree on the proposal. The procedures for the deliberation and voting of daily related party transactions comply with the provisions of relevant laws and regulations and the articles of association.
The estimated amount of this daily connected transaction accounts for 1.09% of the company’s audited net assets in 2021. The amount of this connected transaction is within the approval scope of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
2. Prior approval opinions of independent directors
The independent directors of the company issued the following prior approval opinions: the daily related party transactions expected to occur between the company’s holding subsidiary and related parties in 2022 are required for normal production and operation, which is conducive to the synergy between the holding subsidiary and related parties and belongs to normal business behavior. The pricing of this day-to-day related party transaction is fair and reasonable, which will not affect the independence of the company and its holding subsidiaries, and will not damage the interests of the company and all shareholders. It is agreed to submit the proposal to the 16th meeting of the 10th board of directors for deliberation.
3. Opinions of independent directors
The independent directors of the company express their independent opinions as follows: the daily connected transactions of the company in 2022 belong to normal business transactions and are the needs of the daily business development of the company. During the transaction, the pricing is reasonable and fair, which has no adverse impact on the company’s financial status, operating results and independence, and there is no damage to the interests of the company and other shareholders. The deliberation and voting procedures of the proposal comply with the provisions of relevant laws, regulations and the articles of Association. We agree to the motion.
4. Opinions of the audit committee of the board of directors
According to the audit, the estimated events of the company’s daily related party transactions in 2022 are determined based on the needs of the company’s daily production and operation. Its pricing is based on the market price, follows the principle of fair, just and fair pricing, and complies with the provisions of relevant national laws, regulations and relevant systems of the company. There is no situation that damages the interests of the company and minority shareholders, and will not affect the independence of the company and its holding subsidiaries. Agree to submit the matter to the board of directors of the company for deliberation.
(II) prediction and implementation of the previous daily connected transactions
In 2021, the total amount of daily related party transactions between Goldman Sachs biology and Shenxiao gene was 2.8377 million yuan. (III) estimated amount and category of daily connected transactions
Unit: 10000 yuan
Accounting for the actual estimated amount from the beginning of the same year to the end of the previous year, the proportion of the estimated business exposure date of related transactions and related persons in the cumulative amount of similar business compared with the actual amount of others in the previous year (%). The reason for the difference between the generated amount and the transaction amount is relatively large (%)
Purchase of Guangzhou 790.00 8 171.51 262.83 2.71 from related parties. It is expected that the business of purchasing raw materials will grow in Shenxiao in this period
Selling genes to related persons 10.00 0.05 4.69 0.03
Selling products, commodities and technology
Accepting related party limited 200.00 5 28.29 16.25 1.2 growth of labor service companies expected to provide business in this period
Total 100000 199.80 283.77
Note: the amount of daily related party transactions in 2021 is the amount including tax.
2、 Introduction and relationship of related parties
(I) basic information of related parties
Company name: Guangzhou Shenxiao Gene Technology Co., Ltd
Registered capital: 10 million yuan
Legal representative: Lei Bo
Registered address: room 804, No. 72-78 (even number), science Avenue, Huangpu District, Guangzhou (office only)
Business scope: Biotechnology extension services; Biotechnology development services; Biotechnology consultation and exchange services; Technical consultation and exchange services for new materials; Manufacturing of special equipment for forensic identification; Sales of forensic identification equipment; Technical research and development of forensic identification equipment; Information technology consulting services; Sales of chemical reagents and additives (except for MCCs and hazardous chemicals); Detection of biological products; Sales of special equipment.
General manager: Lei Bo, executive director: Wang Xinqiao, supervisor: Zhang Dairong.
Shareholding of shareholders: Guangzhou Chuangsheng Lianhua investment partnership (limited partnership) holds 50% of its equity; Guangzhou Goldman Sachs Biotechnology Co., Ltd. holds 30% of its equity; Shanghai yinglaidun Biotechnology Co., Ltd. holds 20% of its equity.
Main financial data (Unaudited): as of December 31, 2021, the total assets of Shenxiao gene were 4.8925 million yuan and the net assets were 3.6219 million yuan; In 2021, the main business income was 9.1813 million yuan and the net profit was 1.0549 million yuan.
(II) relationship with the company
Since Goldman Sachs biology, a wholly-owned subsidiary of the company, holds 30% equity of shenxiaoji, shenxiaoji is an associate of the company. According to the relevant provisions of accounting standards for Business Enterprises No. 36 – disclosure of related parties, Shen Xiaoji is a related party of the company.
3、 Main contents and pricing policies of related party transactions
When the above related party transactions occur in daily operation, Goldman Sachs biology will determine the transaction price with related parties shenxiaogene in strict accordance with the principle of fair price. The above-mentioned pricing principles for daily connected transactions do not harm the interests of the company and shareholders, especially minority shareholders.
4、 Purpose and impact of related party transactions on the company
1. This related party transaction is a continuous and normal related party transaction of the company, which is to make full use of the resources and advantages owned by related parties, realize complementary advantages and rational resource allocation, and contribute to the development of the company’s business;
2. The pricing of this connected transaction complies with the principle of market pricing, and there is no situation that damages the interests of the company and its shareholders, especially the minority shareholders;
3. This related party transaction will not affect the independence of the company, the main business of the company will not rely on related parties due to the above related party transactions, and the related party transactions will not have an adverse impact on the independent operation, financial status and operating results of the company.
It is hereby announced.
Board of directors of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
March 29, 2022
