Securities code: Shanghai Pharmaceuticals Holding Co.Ltd(601607) securities abbreviation: Shanghai Pharmaceuticals Holding Co.Ltd(601607) No.: pro 2022024 Shanghai Pharmaceuticals Holding Co.Ltd(601607)
Announcement 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:
Shanghai Pharmaceuticals Holding Co.Ltd(601607) (hereinafter referred to as "the company", "the company" or "the group") estimates that the amount of daily connected transactions in 2022 accounts for less than 5% of the absolute value of the latest audited net assets of the company, which does not need to be submitted to the general meeting of shareholders for deliberation;
This day-to-day related party transaction is required by the company's daily operation and belongs to normal business behavior. It is negotiated and priced on the basis of market price. It is fair and reasonable, and will not have an adverse impact on the company's sustainable operation ability, profitability and asset independence, and will not form a great dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On March 29, 2022, the 29th session of the 7th board of directors of the company deliberated and approved the proposal on daily connected transactions / continuous connected transactions in 2022. It is estimated that the amount of daily connected transactions in 2022 will not exceed RMB 270 million, accounting for less than 5% of the absolute value of the latest audited net assets of the company, which does not need to be submitted to the general meeting of shareholders for deliberation.
This daily connected transaction complies with the company law, the securities law, the Listing Rules of Shanghai Stock Exchange, the articles of association and other relevant provisions. This day-to-day connected transaction has been approved in advance by the independent directors, who have expressed their independent opinions. This day-to-day connected transaction is necessary and continuous and does not affect the independence of the company. The transaction price is determined according to the market price, and the pricing is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially medium and small shareholders. When the board of directors considered the daily connected transactions, the company's connected directors Mr. Zhou Jun and Mr. Ge Dawei actively avoided the voting on the proposal on daily connected transactions / continuous connected transactions in 2022. All the other eight non connected Directors voted and agreed, and the voting procedures were legal and effective.
(II) prediction and implementation of the previous daily connected transactions
The 20th session of the 7th board of directors held on March 26, 2021 deliberated and adopted the proposal on the company's daily connected transactions / continuous connected transactions in 2021. The actual amount of daily connected transactions of the group from January to December 2021 did not exceed
The amount approved by the above board of directors is as follows:
Unit: RMB 10000
Reasons for the large difference between the estimated amount in 2021 and the actual amount of related parties in the category of actual connected transactions
Selling products to related parties, Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) Co., Ltd. and
Providing labor services to its subsidiaries 200.00 77.78
In 2021, the estimated amount of products purchased from related parties and the labor services received by Shangshi group and its subsidiaries are greater than the actual amount 9 China High-Speed Railway Technology Co.Ltd(000008) 24001
The main reason is that the lessee and its affiliated company accept the business of less than 10000 from the lessee and its affiliated company
Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) Co., Ltd. and the difference amount did not reach 0.5% of the absolute value of the audited net assets of its subsidiaries of 800.00 480.69 leased houses to related parties.
Total / 20 Ping An Bank Co.Ltd(000001) 316127
(III) estimated amount and category of daily connected transactions
From January to December 2022, the daily related party transactions between the group and Shanghai real estate group and its subsidiaries, Shanghai real estate group and its subsidiaries (including Shanghai Pharmaceutical Group and its subsidiaries) are expected to not exceed RMB 270 million. The details are as follows:
Unit: RMB 10000
From the beginning of the year to the end of the year, the difference between the estimated amount and the actual amount of related party transactions between the current estimated amount of related party transactions and the actual amount of related party transactions in the same business on the disclosure date of similar business (%) and the cumulative amount of related party transactions (%) is the reason for the large difference between the transaction amount
Sell Shanghai Pharmaceuticals Holding Co.Ltd(601607) (set) to related parties
Sales of products (Group) Co., Ltd. and 200.00 100 32.28 77.78 100 estimated to provide labor services in 2022, and the amount generated by its subsidiaries is greater than
The amount of products actually purchased by Shanghai real estate group and its subsidiaries in 2021 and received from subsidiaries 1 Shanghai Pudong Development Bank Co.Ltd(600000) 100135332824001 100 is mainly affected by labor. Note 1: the reason is that it is estimated that
Undertake to the related parties Shanghai Pharmaceuticals Holding Co.Ltd(601607) (collective energy generating business, renting houses and establishing groups) Co., Ltd. and the reserve and acceptance of more than 1000000 100722.67436279 100 in 2021
At the level of its subsidiaries, the amount of difference financial services note 2 did not reach the audited level
Give 0.5% of the value of Shanghai Pharmaceuticals Holding Co.Ltd(601607) (collective net assets absolute rental housing group) Co., Ltd. and 800.00 100160.23 480.69 100 to related parties.
Its subsidiaries
Total / 27 China Vanke Co.Ltd(000002) 268501316127/
Note 1: the 27th meeting of the seventh board of directors of the company deliberated and approved the proposal on signing the procurement framework agreement and daily connected / continuous connected transactions with Yongfa Printing Co., Ltd. under the framework agreement, Yongfa Printing Co., Ltd. will provide the company with printing and packaging materials for drugs, and the annual upper limit of procurement amount in 2022 is RMB 80 million (see company announcement Lin 2021087 for details). Note 2: the 14th meeting of the 7th board of directors of the company deliberated and approved the proposal on renewing the framework agreement on house leasing and daily connected transactions / continuous connected transactions. Under the framework agreement, the maximum annual ceiling of leasing business in 2021, 2022 and 2023 is RMB 100 million (see company Announcement No. Lin 2020061 for details).
2、 Introduction and relationship of related parties
(I) introduction to related parties
For the definition of affiliated relationship and affiliated party in this announcement, please refer to Chapter 10 of the Listing Rules of Shanghai Stock Exchange (hereinafter referred to as "Listing Rules of Shanghai Stock Exchange") and Chapter 14A of the Listing Rules of securities on the stock exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Listing Rules"). The main related parties related to this announcement are as follows:
1. Shanghai industry (Group) Co., Ltd. (hereinafter referred to as "Shanghai real estate group"), Shanghai real estate (Group) Co., Ltd. (hereinafter referred to as "Shanghai real estate") and Shanghai Pharmaceuticals Holding Co.Ltd(601607) (Group) Co., Ltd. (hereinafter referred to as "Shanghai Pharmaceutical Group") are the controlling shareholders of the company and the related parties of the company in accordance with the Listing Rules of Shanghai Stock Exchange.
(1) Shangshi group
Company address: 27th floor, Harcourt building, 39 Gloucester Road, Wanchai, Hong Kong
Legal representative: Shen Xiaochu
Registered capital: HK $10 million
Main business: financial investment, medicine (the whole industry chain), infrastructure (expressway, water treatment, solid waste treatment, new frontier business), real estate, consumer goods, and actively expand new businesses such as pension, environmental protection and new energy.
(2) Shanghai Shangshi
Company address: 21st floor, Admiralty Plaza, No. 98, middle Huaihai Road, Shanghai
Legal representative: Shen Xiaochu
Registered capital: RMB 1.859 billion
Business scope: industrial investment, China Trade (except special provisions), operation and management of state-owned assets within the scope of authorization. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(3) Shanghai Pharmaceutical Group
Company domicile: No. 92, Zhangjiang Road, Shanghai;
Mailing address: No. 200, Taicang Road, Shanghai
Legal representative: Zhou Jun
Registered capital: RMB 3.159 billion
Business scope: scientific research of pharmaceutical products, medical devices and related products, manufacturing and sales of pharmaceutical equipment, engineering installation and maintenance, industrial investment, import and export business approved by the state.
Financial data: the total assets of Shanghai Pharmaceutical Group (parent company) in 2021 were 1099692 million yuan, and the total net assets were 819201 million yuan; In 2021, the operating revenue was 44.8 million yuan and the net profit was 269.62 million yuan. (unaudited financial data)
As of December 31, 2021, the equity structure of the company is as follows:
(II) performance capability analysis
The above-mentioned related party has normal production and operation and a certain scale. According to its financial status, the related party has sufficient performance ability and is less likely to form bad debts.
3、 Pricing policy of related party transactions
The above daily connected transactions follow the general commercial principles of equality, mutual benefit and compensation for equal value. The price is determined according to the market price, and the pricing is fair and reasonable. The above daily connected transactions do not harm the interests of the company and shareholders, especially medium and small shareholders. 4、 Purpose of related party transactions and to listed companies
