Securities code: Sichuan Kelun Pharmaceutical Co.Ltd(002422) securities abbreviation: Sichuan Kelun Pharmaceutical Co.Ltd(002422) Announcement No.: 2022038
Sichuan Kelun Pharmaceutical Co.Ltd(002422)
Announcement on the expected daily related party transactions between the company and Shisi Pharmaceutical Group 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 and errors
Leading statements or material omissions.
1、 Overview of related party transactions
(I) overview
Sichuan Kelun Pharmaceutical Co.Ltd(002422) and its controlled companies (hereinafter referred to as “the company” and “the company”)
Or “the company and its subsidiaries”) and Shisi Pharmaceutical Group Co., Ltd. and its subsidiaries (hereinafter collectively referred to as “Shisi Pharmaceutical Group”)
Related party transactions between the company and its related party, Shisi Pharmaceutical Group, refer to the purchase of pharmaceutical packaging materials
Daily related party transactions formed by materials, sales of goods and provision of services.
Mr. Feng Hao, Secretary of the board of directors and deputy general manager of the company, is a non-executive director of Shi Si Pharmaceutical Group Co., Ltd
Therefore, according to the Listing Rules of Shenzhen Stock Exchange, shisiyao group is an affiliated legal person of the company.
The total amount of transactions between the company and Shisi Pharmaceutical Group in 2022 is expected to not exceed 424 million yuan.
On April 7, 2022, the company held the 11th meeting of the 7th board of directors, with 8 affirmative votes, 0 negative votes
With 0 abstention, the report on the expected daily related party transactions between the company and Shijiazhuang No.4 Pharmaceutical Group in 2022 was reviewed and adopted
Motion. The independent directors of the company issued their prior approval opinions and independent opinions.
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 daily related party transactions in 2022
Related party transaction related party transaction content related party transaction pricing estimated amount (yuan) from January to February 2022, the transaction amount (yuan) amount (yuan) generated by the transaction type principle of the previous year
Purchased goods: Note 1 of Shijiazhuang No.4 Pharmaceutical Group purchased materials and made products market price: 5400 Shenzhen Fountain Corporation(000005) 06835430286899 product note 2
Sales of commodities and commodities sold by Shijiazhuang No.4 Pharmaceutical Group, providing market price of 3700 Ping An Bank Co.Ltd(000001) 5544356159048651, providing services and processing services note 3
Total – 4240 China Vanke Co.Ltd(000002) 0612710189335550
Note 1: due to the large number of related parties involved in daily related party transactions between the subordinate companies of Shijiazhuang No.4 Pharmaceutical Group and the company, it is difficult to disclose the whole information
For the unaudited amount of the net assets of the related party of the previous year reaches 5.0%,
Consolidated and listed according to the same actual controller.
Note 2: the procurement of materials and finished products mainly includes the procurement of 19A pharmaceutical synthetic polyisoprene gasket, coextrusion film, etc.
Note 3: selling goods and providing processing services mainly include selling erythromycin thiocyanate and providing medium and long chain fat emulsion
Entrusted processing, etc.
(III) actual occurrence of daily related party transactions in the previous year
Related party transactions actual amount actual amount actual amount actual amount
Disclosure date and index of related party capacity (yuan) estimated amount (yuan) in similar business and estimated amount
Proportion (%) difference (%)
Purchaser: shisiyaoji material, made of 30286899485000000.59% – 37.55% Announcement No.: 2021056 sub total of group product procurement (2021-4-15) – 30286899485000000.59% – 37.55%-
The seller shisiyaoji commodity sales and Announcement No.: 2021056 products and groups provide processing services 1590486513605000000.92% – 55.88% (2021-4-15) for service
Subtotal – 1590486513605000000.92% – 55.88%-
The board of directors of the company actually found that the daily related party transactions were due to the running in of the production capacity matching between Shijiazhuang No.4 Pharmaceutical Group and the company, and the production capacity matching did not meet the expectation, resulting in a decrease in the transaction amount compared with the expectation. The fact that there was a large difference between the production situation and the expectation indicates that it is a normal situation in the transaction process. (if applicable) the independent directors of the company actually need to run in the daily related party transactions due to the capacity matching between Shijiazhuang No.4 Pharmaceutical Group and the company, and the capacity matching does not meet the expectation, resulting in a decrease in the transaction amount compared with the expectation. It is said that there is a large difference between the occurrence and the expectation is a normal situation in the transaction process.
Description (if applicable)
2、 Introduction of related parties, related relationship and performance capability
(I) basic information of related parties
Shisi Pharmaceutical Group was founded in 1948 with a registered capital of HK $200 million and legal representative: Qu Jiguang,
The company is registered in Cayman Islands and its business scope is engaged in research, development, manufacturing and sales to hospitals and distributors
Sell a wide range of pharmaceutical products, including patent drugs, APIs and medical materials mainly for intravenous infusion.
According to the 2021 annual report disclosed by Shisi Pharmaceutical Group, as of December 31, 2021, its total assets
8753247675 yuan, total liabilities 3447011411 yuan and shareholders’ equity 5306236264 yuan; two thousand and twenty-one
The annual net profit was 651466083 yuan.
(II) relationship
Mr. Feng Hao, Secretary of the board of directors and deputy general manager of the company, is a non-executive director of Shijiazhuang No.4 Pharmaceutical Group Co., Ltd. therefore, according to the stock listing rules of Shenzhen Stock Exchange, Shijiazhuang No.4 Pharmaceutical Group is an affiliated legal person of the company. (III) performance capacity
Shisi Pharmaceutical Group Co., Ltd. is a listed company on the stock exchange of Hong Kong. It exists according to law, operates normally, has good financial condition and credit standing, and has good performance ability.
3、 Main contents of related party transactions
According to the internal control process of procurement business, the company has signed the general contract for product purchase and sales with Shijiazhuang No.4 Pharmaceutical Group. The main contents of the contract are as follows:
The contract stipulates the product name, total supply and pricing method, sales quantity, quality requirements and technical standards, supply and transportation, settlement method, upper limit of transaction amount from 2021 to 2023, etc. The main contents include the procurement and sales of relevant pharmaceutical raw materials and finished products, and the provision of entrusted processing by both parties; The price follows the market, and the total amount does not exceed the annual expected amount, that is, the total amount of transactions between the company and Shisi Pharmaceutical Group in 2021 is expected to be no more than 409 million yuan, no more than 424 million yuan in 2022 and no more than 428 million yuan in 2023; Both parties agree that the relevant procurement and sales are carried out on a non exclusive basis, that is, both parties can still carry out relevant procurement and sales with other third parties; The products must comply with the national standards of the people’s Republic of China, and both parties shall cooperate and meet their own internal control standards. The seller can supply goods in batches according to the buyer’s requirements. Under the framework of the contract, both parties can sign a sub contract to determine the supply quantity and price of each batch. The contract is valid from January 1, 2021 to December 31, 2023.
4、 Transaction purpose and impact on Listed Companies
(I) the daily related party transactions between the company and Shisi Pharmaceutical Group due to the purchase of pharmaceutical packaging materials, the sale of goods and the provision of services are required for the normal production and operation of the company, meet the actual business needs of the company, and are conducive to the sustainable development and stable operation of the company.
(II) these daily connected transactions follow the market pricing principle, do not damage the interests of listed companies and minority shareholders, and will not have a significant adverse impact on the company’s financial status, operating results and cash flow.
(III) the daily related party transactions between the company and Shisi Pharmaceutical Group due to the purchase of pharmaceutical packaging materials, the sale of goods and the provision of services are continuous and will not affect the independence of the company. The main business of the company will not rely on related parties due to such transactions.
5、 Prior approval opinions of independent directors on daily 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 and its subsidiaries need to have daily related party transactions with Shijiazhuang No.4 Pharmaceutical Group, such as purchasing materials and finished products, selling goods and providing services. The total amount of transactions between the company and Shijiazhuang No.4 Pharmaceutical Group in 2022 is expected to be no more than 424 million yuan, At the same time, the company has signed the general product purchase and sales contract with Shisi Pharmaceutical Group Co., Ltd. on the transactions expected to occur between the two sides in 20212023. As for the above-mentioned daily related party transactions, we conducted a pre audit and found that the pricing was fair and did not harm the interests of the company and shareholders, and agreed to submit them to the board of directors for deliberation.
6、 Independent opinions of independent directors on daily related party transactions
After careful verification, the independent directors expressed their independent opinion that in 2021, due to the need for running in of the capacity matching between Shisi Pharmaceutical Group and the company, the capacity matching did not meet the expectation, resulting in a decrease in the transaction amount compared with the expectation, which is a normal situation in the transaction process. The company expects that the total amount of related party transactions between the company and Shijiazhuang No.4 Pharmaceutical Group due to the purchase of goods, the sale of goods and the provision of services in 2022 will not exceed 424 million yuan. The company has signed the general product purchase and sales contract with Shijiazhuang No.4 Pharmaceutical Group on the expected transactions between the two parties in 20212023. Such related party transactions are a market-oriented choice for the company to operate normally and improve economic benefits. They meet the actual business needs of the company and can increase the company’s operating revenue. The transaction price is based on the market price, follows the fair and reasonable pricing principle, 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
