Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022036 Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement on the expected daily related party transactions of the company 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 daily connected transactions
(I) overview
The daily related party transactions of the company involved in this announcement refer to the commodity sales, material procurement, acceptance and provision of labor services between Sichuan Kelun Pharmaceutical Co.Ltd(002422) and its subsidiaries (hereinafter referred to as “the company” or “the company”) and the related party Sichuan Kelun Pharmaceutical Trading Group Co., Ltd. and its subsidiaries (hereinafter referred to as “Kelun pharmaceutical trading group”), Entrusted Yili Henghui Starch Co., Ltd. (hereinafter referred to as “Henghui starch”) to process raw materials and purchase materials.
Sichuan Huifeng Investment Development Co., Ltd. (hereinafter referred to as “Huifeng investment”) holds 68.20% equity of Kelun medical trade group and is the controlling shareholder of Kelun medical trade group; Sichuan Kelun Industrial Group Co., Ltd. (hereinafter referred to as “Kelun industrial group”) controlled by the actual controller of the company, Mr. Liu Chuangxin, holds 29.80% of the equity of Kelun medical trade group; As Huifeng investment and Kelun industrial group are the related parties of the company, Kelun medical trade group is also the related legal person of the company. The only shareholder of Henghui starch is Huifeng investment, the related party of the company. Therefore, Henghui starch also belongs to the related legal person of the company.
The company expects that the total amount of related party transactions with Kelun medical trade group in 2022 will not exceed 950 million yuan, and the total amount of related party transactions with Henghui starch will not exceed 85.2 million yuan.
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 of the company 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.
The proposal to serve as a director, supervisor and senior manager of the company shall be approved by the general meeting of shareholders
Shareholders of employees, shareholders of promoters holding shares of the company, and other interested related shareholders also
Will abstain from voting at the general meeting of shareholders.
(II) category and amount of daily connected transactions in 2022
Content of related party transactions of related parties estimated amount of related party transactions (yuan) from January to February 2022, the transaction amount of the previous year will be paid
Transaction amount generated by pricing principle (yuan)
Henghui starch material purchase / entrustment market price 852 Ping An Bank Co.Ltd(000001) 148086961246382
machining
Subtotal — 852 Ping An Bank Co.Ltd(000001) 148086961246382
Kelun medical trade commodity sales / supply market price 90000 Ping An Bank Co.Ltd(000001) 26004414827250512
Group labor
Kelun medical trade materials procurement / acceptance market price 500 China Baoan Group Co.Ltd(000009) 85573059094789
Group labor
Subtotal — 9500 Ping An Bank Co.Ltd(000001) 35860144886345301
(III) actual occurrence of daily related party transactions expected in the previous year
Actual amount
Related party transactions the difference in the proportion of the actual amount and estimated amount of related party transactions in the business of the same and expected amount disclosure date and index category personnel capacity (yuan) (yuan) (%)
（％）
Announcement No. from the related party Henghui Material Procurement Committee: purchasing raw material starch support processing 61246382765 Ping An Bank Co.Ltd(000001) .20% – 19.94% 2021070
Subtotal of materials (2021-4-28) – 61246382765 Ping An Bank Co.Ltd(000001) .20% – 19.94%-
Kelun commodity sales / delivery Announcement No.: medical trade 82725051290000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .79% – 8.08% 2021070
Labor services provided by the sales group (April 28, 2021)
Subtotal of goods and commodities – 8272505129000 Shenzhen Guohua Network Security Technology Co.Ltd(000004) .79% – 8.08%-
Kelun material procurement / receiving Announcement No.: medical trade and labor services to related parties 59094789450 Ping An Bank Co.Ltd(000001) .16% 31.32% 2021070
Subtotal of purchasing commodity group (2021-4-28) – 59094789450 Ping An Bank Co.Ltd(000001) .16% 31.32%-
The company conducts related party transactions according to the actual operation, and the actual amount of materials purchased from Henghui starch / entrusted processing is submitted to the board of directors of the company. The actual transaction amount of daily related party transactions is slightly lower than the expected amount.
If there is a big difference between the production situation and the expectation, it indicates that the company carries out related party transactions according to the actual operation situation, and the actual (if applicable) inter transaction amount of commodity sales / provision of labor services to Kelun medical trade group is slightly lower than the expected amount.
The company conducts related party transactions according to the actual operation, and the actual transaction amount of purchasing goods / receiving labor services from Kelun medical and trade group is higher than the expected amount, but the amount exceeding the expected amount does not reach the amount that should be submitted to the board of directors for deliberation as required
Actual amount
Related party transactions the difference in the proportion of the actual amount and estimated amount of related party transactions in the business of the same and expected amount disclosure date and index category personnel capacity (yuan) (yuan) (%)
（％）
Standard.
The company conducted related party transactions according to the actual operation, and the actual transaction amount of purchasing materials from Henghui starch and entrusted processing was slightly lower than the expected amount.
The independent directors of the company conduct related party transactions according to the actual operation of the company. If there is a large difference between the actual situation of commodity sales / provision of labor services to Kelun medical trade group and the expectation, the amount of inter party transactions is slightly lower than the expected amount.
Ming (if applicable) the company conducts related party transactions according to the actual operation, and the actual transaction amount of purchasing goods / receiving labor services from Kelun medical trade group is higher than the expected amount, but the amount exceeding the expected amount does not meet the standard that should be submitted to the board of directors for deliberation as required.
2、 Introduction of related parties, related relationship and performance capability
(I) basic information of related parties
1. Kelun medical trade group
Kelun medical trade group was established in November 1998. The company’s domicile is No. 1, dafengrong North Road, Xindu District, Chengdu
Segment one. The registered capital is 200 million yuan, and the legal representative is he Wenfei. Business scope: Wholesale and retail
Medicinal materials, proprietary Chinese medicine, prepared pieces of traditional Chinese medicine, chemical raw materials, antibiotic raw materials, chemical pharmaceutical preparations, antibiotic preparation
Agents, biological products (excluding preventive biological products), protein assimilation agents, peptide hormones, biochemical drugs
Medical devices, prepackaged food, other infant formula food, health food, infant formula milk powder, consumer products
Toxic products, cosmetics, daily necessities, health care products, daily sundries and formula food for special medical purposes; batch
Hair: chemical raw materials, antibiotic raw materials, narcotic drugs, class I psychotropic drugs, class II psychotropic drugs
Staff meals (excluding cold dishes); Veterinary chemicals; Purchase of agricultural and sideline products (where there are special provisions in national policies)
(except); Import and export of goods and technology; Special transportation of goods (refrigeration and preservation), ordinary freight transportation and calculation
Computer software development, sales and technical services; Computer network and hardware integration; Sales: chemical raw materials (excluding
Hazardous chemicals), medical packaging materials; House leasing (non residential house leasing); Meeting planning and meeting connection
To be (excluding catering and accommodation services) and consulting services; Storage (excluding hazardous chemicals); Design, manufacture
Acting and publishing Chinese outdoor advertising (excluding balloon advertising); Sales: rubber products, plastic products (excluding
Hazardous chemicals), fitness equipment, electronic products, instruments and meters (excluding measuring equipment), cleaning supplies and clothing
Installation, experimental equipment and materials, hardware and electrical equipment, electronic equipment and mechanical equipment.
As of December 31, 2021, Kelun medical trade group (parent company) had total assets of 4083636016 yuan, total liabilities of 3096515191 yuan, shareholders’ equity of 987120825 yuan, and realized net profit of 57473405 yuan in 2021. (the above data has not been audited)
2. Henghui starch
Henghui starch was established in June 2003 with a registered capital of 100 million yuan. Legal representative: Ma Zhiming, company domicile: Qingshuihe village, Qingshuihe Town, Huocheng County, Ili Prefecture, Xinjiang. Business scope: production and sales of starch and starch products (starch), sales of feed (protein powder, germ, corn bran residue, crushed corn) livestock products, fitin and lint, processing of elastic cotton, cotton lint, waste cotton and purchase and sales of agricultural and sideline products. Import and export trade of goods and technology and small border trade. Gas supply and heat supply.
As of December 31, 2021, the total assets are 560258339 yuan, the total liabilities are 460389461 yuan, the shareholders’ equity is 99868878 yuan, and the net profit in 2021 is 10920117 yuan. (the above data has not been audited)
(II) relationship
The holding shareholder of yikelun investment group is 20.68% of yikelun investment group; Held by Kelun industrial group controlled by Mr. Liu Chuangxin, the actual controller of the company
