Guosen Securities Co.Ltd(002736)
About Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896)
Verification opinions on the plan for daily connected transactions in 2022
Guosen Securities Co.Ltd(002736) (hereinafter referred to as " Guosen Securities Co.Ltd(002736) ") as the sponsor of Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) (hereinafter referred to as " Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) " or "the company") for the initial public offering and listing of shares (this offering), According to the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the stock listing rules of Shanghai Stock Exchange, the guidelines for self discipline supervision of listed companies of Shanghai Stock Exchange No. 5 - transactions and related party transactions, after careful examination, special verification opinions on the daily related party transaction plan for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 are issued as follows:
1、 Basic information of daily connected transactions
(I) prediction and implementation of daily connected transactions in 2021
On May 26, 2021, the 2020 annual general meeting of shareholders of the company deliberated and approved the plan for Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) 2021 annual daily connected transactions, which predicted the daily connected transactions between the company and related parties in 2021. As of December 31, 2021, the actual implementation of the company's daily connected transactions in 2021 is as follows:
1. Related party transactions with controlling shareholders and their subsidiaries
Estimated amount
Transaction category content actual amount of related parties (10000 yuan) (10000 yuan)
Related procurement / sales of goods Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Technology Co., Ltd. 500.00 96.85
Affiliated sales catering service Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Travel Agency Service Co., Ltd. 800.00 568.15
2. Related party transactions with other related parties
(1) Purchase and sale of goods from related parties
Transaction category content estimated amount of related parties actual amount
(10000 yuan) (10000 yuan)
Related purchasing commodities Wuyi Senbao edible fungus professional cooperative 100000 922.33
Related sales commodities Jinhua Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Sinopharm Co., Ltd. 800.00 557.99
(2) Opening accounts with related parties for settlement
The year beginning balance of the related parties of the project's related transactions increased in the current period and the category of interest income decreased in the current period (10000 yuan) (10000 yuan) (10000 yuan) (10000 yuan)
It is expected to occur in the shares of Commercial Bank of Zhejiang Wuyi rural 103118100 Ping An Bank Co.Ltd(000001) 0000000 30.00
Actual settlement Co., Ltd. 10311835856391563674 16.14
(II) forecast of daily connected transactions in 2022
After comprehensively considering the changes of the market environment and the needs of the company's production and operation, the company made a reasonable prediction on the daily connected transactions with related parties in 2022, as follows:
1. Estimated related party transactions with controlling shareholders and their subsidiaries
Transaction category content estimated contract amount of related parties (10000 yuan)
Purchase commodities from related parties Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Technology Co., Ltd. 500.00 commodity catering, accommodation, Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Travel Agency Service Co., Ltd. 100000 tourism and other service departments
Total 150000
2. Estimated related party transactions with other related parties
(1) Purchase and sale of goods from related parties
Transaction category content estimated contract amount of related parties (10000 yuan)
Purchase goods from related parties Wuyi Senbao edible fungus professional cooperative 100000
Selling goods to related parties Jinhua Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Sinopharm Co., Ltd. 100000
Total 200000
(2) Opening accounts with related parties for settlement
Transaction category: the opening balance of related parties is expected to increase in the current period, decrease in the current period, increase in the expected interest income (10000 yuan), decrease in the amount (10000 yuan) and income (10000 yuan)
Open an account with Zhejiang Wuyi rural commercial 2125083200 China Vanke Co.Ltd(000002) 00 Ping An Bank Co.Ltd(000001) 00000 Settlement Bank Co., Ltd
2、 Introduction and relationship of related parties
(I) Wuyi Senbao edible fungus professional cooperative
Wuyi Senbao edible fungus professional cooperative (hereinafter referred to as "Senbao cooperative") is the actual controller of the company
Li Mingchao, Li Mingyan's younger brother, and Li Mingzhong exerted significant influence on the enterprise, which was jointly invested and established by five natural persons, including Li Mingchao, Li Mingzhong, Xie Xinrong, he Qisheng and Wang Xinde, on September 14, 2010, with a total investment of 500000 yuan. The basic information is as follows:
Enterprise name: Wuyi Senbao edible fungus professional cooperative
Unified social credit code 933307235633128769
Registered capital: 500000 yuan
Place of business: chesu village, Quanxi Town, Wuyi County, Jinhua City, Zhejiang Province
Date of establishment: September 14, 2010
Form of organization: Cooperative
Contribution structure: Li Mingchao contributed 100000 yuan, with a contribution ratio of 20.00%; Li Mingzhong contributed 100000 yuan, accounting for 20.00%; Xie Xinrong and other three people contributed 300000 yuan, accounting for 60.00%
Organize the procurement and supply of production materials and production tools required by members; Organize sales members to plant edible fungi (excluding fungi) within the business scope; Introduce new technologies and varieties, and carry out technical training, technical exchange and consulting services related to edible fungi cultivation
Main business: production and sales of mushroom sticks
(II) Jinhua Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Sinopharm Co., Ltd
Jinhua Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Sinopharm Co., Ltd. (hereinafter referred to as "Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) ) is an enterprise in which Li Mingyan, the actual controller of the company, serves as the executive director. The basic information is as follows:
Company name: Jinhua Qingyu Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Sinopharm Co., Ltd
Unified social credit code 91330723671634581n
Registered address: No. 4-5, ground floor, Huijing new town, Jiefang middle street, Wuyi County
Registered capital: 500000 yuan
Legal representative: Li Mingyan
Date of establishment: January 31, 2008
The main production and operation place is Wuyi County, Zhejiang Province
The shareholding structure of Hu Qingtang Pharmaceutical Co., Ltd. (hereinafter referred to as "Hu Qingtang 6.00 49%) is
Class B over-the-counter drugs: retail of Chinese patent medicines, chemical preparations, antibiotic preparations, biochemical drugs, biological products, Chinese herbal medicines (decoction pieces) (limited to variety supply) (see the license for the specific business scope); Retail of prepackaged food and bulk food (operated with valid license); Retail of daily sundries, cosmetics, sanitary products and other daily necessities; Medium sized restaurants (only operated by branches)
(III) Zhejiang Wuyi Rural Commercial Bank Co., Ltd
The actual directors of Zhejiang Wuyi Commercial Bank Co., Ltd. (hereinafter referred to as "Wuyi bank") are as follows:
Company name: Zhejiang Wuyi Rural Commercial Bank Co., Ltd
Registration No.: 91330723552860156j
Registered address: No. 37, middle Wuyang Road, Wuyi County, Zhejiang Province
The registered capital is 5016207 million yuan
Legal representative: Wang Caiyou
Date of establishment: March 18, 2010
The main production and operation place is Wuyi County, Zhejiang Province
Shareholder composition Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) pharmaceutical holds 4.93% equity and other shareholders hold 95.07% equity
Absorbing public deposits; Issuing short-term, medium-term and long-term loans; Handle China settlement business; Handle bill acceptance and discount; Acting as an agent for issuing, cashing and underwriting government bonds; Buying and selling government bonds and financial bonds; Engage in inter-bank borrowing and bond repurchase; Acting for collection and payment of funds and insurance business scope; Engage in bank card business; Engaged in online banking and mobile banking; The above business does not include foreign exchange business.
Handle foreign exchange deposits, foreign exchange loans, foreign exchange remittances, international settlement, foreign exchange lending, credit investigation, consultation and witness, and the settlement and sale of foreign exchange approved by the foreign exchange administration; Other businesses approved by the banking regulatory authority.
(IV) Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Technology Co., Ltd
Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Technology Co., Ltd. (hereinafter referred to as " Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) health technology") is the controlling shareholder of the company, Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Investment Management Co., Ltd. and the holding subsidiaries of the actual controllers of the company, Li Zhenhao and Li Zhenyu.
Company name: Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Health Technology Co., Ltd
Registration No.: 91330723ma29qul06a
Registered address: No. 12, Huanglong Third Road, Hushan street, Wuyi County, Jinhua City, Zhejiang Province
The registered capital is 80 million yuan
Legal representative: Jin Weijin
Date of establishment: December 13, 2017
The main production and operation place is Wuyi County, Zhejiang Province
Shareholders: Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Investment Management Co., Ltd. holds 45% equity, Li Zhenhao holds 35% equity and Li Zhenyu holds 20% equity.
General items: health consulting services (excluding diagnosis and treatment services); Wholesale of cosmetics; Cosmetics retail; Research and development of biochemical product technology; Manufacturing of daily chemical products; Disinfectant sales (except for the items whose business scope must be approved according to law, carry out business activities independently according to law with the business license). Licensed items: cosmetics production; Disinfectant production; Food business (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval results).
(V) Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Travel Service Co., Ltd
Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Travel Agency Service Co., Ltd. (hereinafter referred to as Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) travel agency) is a wholly-owned subsidiary of Zhejiang Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Investment Management Co., Ltd., the controlling shareholder of the company.
Company name: Wuyi Zhejiang Shouxiangu Pharmaceutical Co.Ltd(603896) Travel Service Co., Ltd
Registration No.: 91330723ma2htx2a9a
Registered address: No. 1659, Wenquan South Road, Shuxi street, Wuyi County, Jinhua City, Zhejiang Province (tourist service center of Wenquan Town)
Registered capital: 300000 yuan
Legal representative: Li Mingyan
Date of Incorporation
