Securities code: Honz Pharmaceutical Co.Ltd(300086) securities abbreviation: Honz Pharmaceutical Co.Ltd(300086) Announcement No.: 2022020
Honz Pharmaceutical Co.Ltd(300086)
Announcement on daily connected transactions in 2022
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records
Contains, misleading statements or material omissions.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the 23rd Meeting of the 5th board of directors on April 6, 2022, which was reviewed and approved
During the deliberation of the proposal on the expected daily connected transactions in 2022, Mr. Hong Jiangyou, the connected director
Mr. Li Youquan and Ms. Hong Liping respectively avoided the daily connected transactions related to them, and were not connected
The directors unanimously agreed to all the daily related party transactions. Relevant transactions are as follows:
(II) estimated amount and category of daily connected transactions in 2022
In 2022, the company and its subsidiaries intend to provide medical equipment and Biotechnology Co., Ltd. of Guangdong Lipson (hereinafter referred to as "Lipson")
Known as "Guangdong Lipson"), Hainan Hongrui Culture Development Co., Ltd. (hereinafter referred to as "Hongrui culture")
Hainan Hongshi Investment Co., Ltd. (hereinafter referred to as "Hongshi investment") and its controlled enterprises purchase goods
The total estimated amount of agent product business shall not exceed 45 million yuan;
The company and its subsidiaries intend to sell commodities and products to Hainan Hongshi Investment Co., Ltd. and its controlled enterprises
Agent, the total amount is expected to be no more than 20 million yuan. The company and its subsidiaries are expected to invest with Hainan Hongshi
The limited company and its controlled enterprises have office and warehouse leasing business of no more than 5 million yuan.
The total amount of the above daily connected transactions in 2022 is expected to be 70 million yuan.
The estimated details of daily related party transactions in 2022 are as follows:
Actual occurrence of last year
Estimated amount of related party transactions
No. related party transaction category related party name amount in similar business (10000 yuan)
(10000 yuan) proportion
1 agent product business Guangdong Lipson 3000 0%
2. Purchased products Hongrui culture 500 0%
3. Purchase of goods Hongshi investment 1000%
4 sale of goods and products agent Hongshi investment 2000 0.0392 0
5. Leasing business Hongshi investment 500
Total 7000
（3） Voting results of sub proposals related to daily connected transactions
At the 23rd Meeting of the 5th board of directors held on April 6, 2022, the company deliberated and adopted the
For the proposal of daily connected transactions in 2022, the voting of relevant sub proposals is as follows:
1. According to the company's business activity plan in 2022, the company and its subsidiaries are expected to cooperate with Guangzhou in 2022
East Lipson has an agent product business of no more than 30 million yuan.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors deliberated on the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping were affiliated directors
Voting has been avoided.
2. According to the company's business activity plan in 2022, the company and its subsidiaries are expected to report to Hongrui in 2022
Cultural products purchase transactions of no more than 5 million yuan.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors deliberated on the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping were affiliated directors
Voting has been avoided.
3. According to the company's business activity plan in 2022, the company and its subsidiaries are expected to report to Hongshi in 2022
The investment and its control enterprises have purchased goods transactions of no more than 10 million yuan.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors deliberated on the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping were affiliated directors
Voting has been avoided.
4. According to the company's business activity plan in 2022, the company and its subsidiaries are expected to report to Hongshi in 2022
The investment and its control enterprises have agency transactions of selling goods and products of no more than 20 million yuan.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors deliberated the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping were affiliated directors
Voting has been avoided.
5. According to the company's business activity plan in 2022, the company and its subsidiaries are expected to cooperate with Hongshi in 2022
The investment and control enterprises have office and warehouse leasing businesses of no more than 5 million yuan.
Voting results: 4 in favor, 0 against and 0 abstention.
When the board of directors deliberated on the proposal, Mr. Hong Jiangyou, Mr. Li Youquan and Ms. Hong Liping were affiliated directors
2、 Related person introduction and relationship
(I) related party: Guangdong Lipson
1. Basic information of Guangdong Lipson medical equipment Biotechnology Co., Ltd
1) Legal representative: Zou Rongsheng
2) Registered capital: 3 million yuan
3) Business License Registration No.: 91440000743668511h
4) Business scope: Sales of special electronic equipment; Sales of daily necessities; estate management; Non residential real estate leasing; Housing lease; Engineering and technical research and test development; China trade agency; Sales of class I medical devices; Sales of class II medical devices; Class III medical device business; Production of class II medical devices.
5) Main financial data: as of December 31, 2021, Guangdong Lipson has total assets of 184778421 yuan, net assets of 120673965 yuan, liabilities of 64104456 yuan, operating income of 3644148 yuan and net profit of -35251687 yuan (the above data are Unaudited).
2. Relationship with the company
The company is an enterprise jointly controlled by the spouse of the actual controller and the immediate family members of the spouse.
3. Performance capability analysis
Guangdong Lipson operates normally, has good financial and credit status, and has good performance ability. (II) related party Hongrui culture
1. Basic information of Hainan Hongrui Culture Development Co., Ltd
1) Legal representative: Hongwen town
2) Registered capital: 50 million yuan
3) Business License Registration No.: 9146 China Baoan Group Co.Ltd(000009) 64011584
4) Business scope: art development and exhibition.
5) Main financial data: as of December 31, 2021, Hongrui cultural assets totaled 1.4605 million yuan, net assets -31000 yuan, liabilities 1315900 yuan, operating income of 1.4915 million yuan and net profit of -226900 yuan (the above data were not audited).
2. Relationship with the company
Enterprises controlled by the same actual controller.
3. Performance capability analysis
Hongrui culture operates normally, has good financial and credit status, and has good performance ability.
(III) related party Hongshi investment
1. Basic information of Hainan Hongshi Investment Co., Ltd
1) Legal representative: Hong Jiangtao
2) Registered capital: 10 million yuan
3) Business License Registration No.: 91460 Cosonic Intelligent Technologies Co.Ltd(300793) 1097939
4) Business scope: culture and entertainment, project investment, investment consulting services, enterprise management consulting, marketing planning, wholesale and retail trade, import and export of goods and technology, property management, business information consulting, business services, building cleaning services, greening and maintenance, labor services, car and yacht leasing, machinery and equipment leasing, house and site leasing.
Main financial data: as of December 31, 2021, Hongshi's total investment assets are 988662500 yuan, net assets are 325330100 yuan, liabilities are 663332400 yuan, operating income is 10000 yuan and net profit is - 25465800 yuan (the above data are Unaudited).
2. Relationship with the company
The controlling shareholder of the company is an enterprise controlled by the same actual controller.
3. Performance capability analysis
Hongshi investment has normal operation, good financial and credit status and good performance ability.
3、 Main contents of related party transactions
(I) main contents of related party transactions
Pricing policy of transactions: the daily related party transactions between the company and its subsidiaries and the above related parties shall be based on the market price and follow the principle of fair and reasonable pricing. Both parties shall reach a transaction agreement based on the principles of voluntariness, equality and mutual benefit.
Pricing basis: according to the market price, both parties can adjust the price of related party transactions according to the changes of market price at any time.
The transaction price shall be calculated according to the agreed price and the actual transaction quantity, and the payment arrangement and settlement method shall refer to the industry recognized standards or the contract.
(II) signing of related party transaction agreement
For the related party transactions actually occurred in the daily operation of the company, the company will sign specific agreements with related parties in accordance with the requirements of relevant laws and regulations.
4、 Impact of related party transactions on the company
This related party transaction belongs to the needs of daily business, follows the fair price and conditions, and will not damage the interests of the company and shareholders or affect the independence of the company.
5、 Prior approval and independent opinions of independent directors
After the independent directors of the company approved the daily connected transaction plan in advance, they agreed to submit the plan to the 23rd Meeting of the Fifth Board of directors for deliberation, and expressed the following independent opinions:
The daily related party transactions of the company in 2022 are expected to occur due to the needs of normal production and operation. The transactions are carried out in accordance with the market-oriented principle and do not harm the interests of the company and shareholders. Therefore, we agree to the proposal on daily related party transactions in 2022.
6、 Review opinions of the board of supervisors
The related party transactions between the company and related parties are necessary for the normal operation and management of the company. The transaction price is determined according to the fair and reasonable pricing policy and with reference to the market price, which will not damage the interests of the company and the majority of small and medium-sized investors and affect the independence of the company.
7、 Filing documents
(I) resolution of the 23rd Meeting of the 5th board of directors of the company
(II) resolutions of the 18th meeting of the 5th board of supervisors of the company
(III) the independent opinions of independent directors on the 23rd Meeting of the Fifth Board of directors and other related matters are hereby announced.
Honz Pharmaceutical Co.Ltd(300086)
Board of directors
April 6, 2022
