Securities Announcement No.: Sichuan Kelun Pharmaceutical Co.Ltd(002422) 7
Announcement on the expected daily related party transactions between the company and Kelun medical equipment in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
(I) overview
The related party transactions between Sichuan Kelun Pharmaceutical Co.Ltd(002422) (hereinafter referred to as "the company" or " Sichuan Kelun Pharmaceutical Co.Ltd(002422) ") and Jiangxi Kelun medical device manufacturing Co., Ltd. (hereinafter referred to as "Kelun medical equipment") refer to the daily related party transactions formed by the commodity purchase business between the subsidiary of the company and Kelun medical equipment.
The company expects that the total amount of related party transactions with Kelun medical equipment in 2022 will not exceed 76 million yuan, and the actual purchase amount of related party transactions with Kelun medical equipment in 2021 will be 77.12 million yuan.
Sichuan Kelun Industrial Group Co., Ltd. controlled by the actual controller of the company and Mr. Liu Sichuan, the director and general manager of the company, hold 27.78% and 6.08% of the equity of Kelun medical equipment respectively. According to the stock listing rules of Shenzhen Stock Exchange, Kelun medical equipment is an affiliated legal person of the company.
On April 7, 2022, the company held the 11th meeting of the 7th board of directors and adopted the proposal on the expected daily connected transactions between the company and Kelun medical equipment in 2022 with 6 affirmative votes, 0 negative votes and 0 abstention votes. The independent directors of the company issued the independent opinions approved and agreed in advance, and the directors of the company, Mr. Liu Chuangxin and Mr. Liu Sichuan, as affiliated directors, withdrew from voting.
According to the articles of association and relevant provisions, this matter does not need to be submitted to the general meeting of shareholders for deliberation.
(II) category and amount of related party transactions in 2022
Pricing of related party transactions related party transactions from January to February 2022 related party transactions in the previous year related party transactions in principle estimated amount (yuan) transaction amount (yuan) (yuan)
Kelun medical equipment purchase syringes, transmission market price 760 Ping An Bank Co.Ltd(000001) 147620077122524 purchase commodity liquid containers, etc
Total -- 760 Ping An Bank Co.Ltd(000001) 147620077122524
(III) actual occurrence of daily related party transactions in the previous year
Actual amount of related party transactions
Proportion of the content amount of similar business and the expected amount (yuan) (yuan) in the disclosure date and index (%) difference (%)
Kelun commodity purchase Announcement No.:
Purchase 77122524800000003.22% - 3.60% 2021072 medical equipment from related parties
Purchased goods (April 28, 2021)
Subtotal - 77122524800000003.22% - 3.60%-
The board of directors of the company conducts related party transactions according to the actual operation of the company, and the actual transaction amount of purchasing from Kelun medical equipment is slightly lower than the expected amount with large difference between the international occurrence and the expected amount. Description of differences (if applicable) the independent directors of the company conduct related party transactions for daily related party transactions according to the actual operation of the company, and the actual transaction amount of purchasing from Kelun medical equipment is slightly lower than the actual situation and the expected amount. Description of differences (if applicable)
2、 Introduction of related parties, related relationship and performance capability
(I) basic information of related parties
Kelun medical equipment was established in December 2010. The company's domicile: Pharmaceutical Industrial Park, Yuanzhou District, Yichun City, Jiangxi Province. The registered capital is 600 million yuan, and the legal representative is Yan Bo. Business scope: licensed items: food sales, production of class II medical devices, production of class III medical devices (items subject to approval according to law can only be carried out after being approved by relevant departments). General items: production of class I medical devices, sales of class II medical devices, sales of class I medical devices, technical services, technology development, technical consultation, technical exchange, technology transfer and technology promotion, Import and export of goods, production of labor protection articles, sales of labor protection articles, information system integration services, manufacturing of computer software, hardware and peripheral equipment, sales of electronic products, leasing of medical equipment (except for licensing business, it can independently operate projects not prohibited or restricted by laws and regulations).
As of December 31, 2021, the total assets are 337194210 yuan, the total liabilities are 235188998 yuan, the shareholders' equity is 102005211 yuan, and the net profit in 2021 is - 46222084 yuan. (the above data has not been audited)
(II) relationship
Sichuan Kelun Industrial Group Co., Ltd. controlled by the actual controller of the company and Mr. Liu Sichuan, the director and general manager of the company, hold 27.78% and 6.08% of their equity respectively. According to the stock listing rules of Shenzhen Stock Exchange, Kelun medical equipment is a related party of the company.
(III) performance capacity
Kelun medical equipment continues to exist in accordance with the law, operates normally, has good credit and has good performance ability.
3、 Main contents of related party transactions
The commodity purchase business between the company's subsidiaries and the related party Kelun medical equipment is a related party transaction. In order to give full play to the sales advantages of the company, the subsidiaries of the company purchase the syringes, infusion sets, indwelling needles, blood collection vessels and other products produced by Kelun medical equipment and sell them to the market. The subsidiaries of the company purchase the products produced by Kelun medical equipment based on the market price.
The commodity purchase transaction between the company's subsidiary and the related party Kelun medical equipment belongs to the normal business commodity purchase of the company. The purchase strictly abides by the company's relevant systems on commodity purchase and carries out the transaction fairly and fairly on the basis of comprehensive factor evaluation. In 2022, the company has signed a sales contract with Kelun medical equipment in strict accordance with the internal control process of procurement business, which stipulates the quantity, price, quality standard, warranty period, acceptance, payment method and other contents of the goods; Such pricing is also based on the market price and follows the principle of fair and reasonable pricing. The company will implement the relevant provisions in strict accordance with the provisions of the contract during the performance of the contract.
4、 Transaction purpose and impact on Listed Companies
The daily related party transactions of the company's subsidiaries purchasing goods from Kelun medical equipment are required for the normal production and operation of the company, meet the actual operation needs of the company, and are conducive to the sustainable development and stable operation of the company. The related party transaction follows the market pricing principle and does not harm the interests of the listed company. It will not have a significant adverse impact on the company's financial status and operating results, nor will it affect the company's independence. The company's main business will not rely on the related parties due to such transactions.
5、 Prior approval of independent directors on related party transactions
After careful prior review of the above related party transactions, the independent directors believe that in order to maintain the sustainable and stable development of the company's production and operation, the company's subsidiaries need to have related party transactions with Kelun medical equipment in the purchase of syringes, infusion sets, indwelling needles, blood collection vessels and other products. The total amount of transactions between the company's subsidiaries and Kelun medical equipment in 2022 is expected to be no more than 76 million yuan. The above related party transactions help to enhance the richness of the company's products. As for the above-mentioned related party transactions, the independent directors conducted a pre audit and agreed to submit them to the board of directors for deliberation, considering that the pricing was fair and did not harm the interests of the company and shareholders.
6、 Independent opinions of independent directors on related party transactions
After careful verification, the independent directors expressed their independent opinion that in 2021, the company conducted related party transactions according to the actual operation, and the actual transaction amount of purchasing from Kelun medical equipment was slightly lower than the expected amount. In 2022, the related party transaction between the company and Kelun medical equipment is expected to be a market-oriented choice for the company to operate normally and improve economic benefits, which is in line with the actual business needs of the company. The purchase price of the company is based on the market price, follows the principle of fair and reasonable pricing, and the deliberation and voting procedures are legal. No damage to the interests of the company and shareholders, especially the interests of minority shareholders, is found.
7、 Documents for future reference
1. Resolutions of the 11th meeting of the 7th board of directors of the company;
2. Prior approval opinions of independent directors on matters related to the 11th meeting of the seventh board of directors; 3. Independent opinions of independent directors on matters related to the 11th meeting of the seventh board of directors.
It is hereby announced.
Sichuan Kelun Pharmaceutical Co.Ltd(002422) board of directors April 11, 2022
