Securities code: Zhejiang Gongdong Medical Technology Co.Ltd(605369) securities abbreviation: Zhejiang Gongdong Medical Technology Co.Ltd(605369) Announcement No.: 2022015 Zhejiang Gongdong Medical Technology Co.Ltd(605369)
Announcement on daily connected transactions in 2022
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: no
Impact of daily related party transactions on Listed Companies: the daily related party transactions of the company are daily business transactions required by the company's production and operation, which will not affect the independence of the company, and the company's main business will not form a large dependence on related parties.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
1. Deliberations of the board of directors
On April 15, 2022, the 15th meeting of the second board of directors deliberated and adopted the proposal on confirming the company's daily connected transactions in 2021 and the expected daily connected transactions in 2022 by 6 votes in favor, 0 votes against and 0 abstentions. Shi Huiyong, a related director, avoided voting. Since the amount of the company's daily connected transactions in 2022 is expected to be within the authority of the board of directors, The proposal does not need to be submitted to the general meeting of shareholders for deliberation.
2. Opinions of independent directors
The independent directors of the company have expressed their prior approval opinions on the above related party transactions and issued their independent opinions. See details disclosed on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Relevant contents of.
3. Opinions of the audit committee of the board of directors
The 10th meeting of the audit committee of the second board of directors deliberated and approved the proposal on confirming the company's daily connected transactions in 2021 and the expected daily connected transactions in 2022, and expressed the following opinions: the connected transactions occurred in 2021 and the expected connected transactions involved in the daily connected transactions in 2022 are required by the company's daily operation, and the pricing of connected transactions is fair and reasonable, It will not affect the independence of the company and will not damage the interests of the company and other shareholders, especially minority shareholders. The audit committee agreed to this related party transaction and submitted it to the board of directors of the company for deliberation.
(II) prediction and implementation of the company's daily connected transactions in 2021
Reasons for the large difference between the estimated amount of related party transactions in 2021 and the amount of related parties in actual categories
No more than 16 million yuan and 130285 million yuan from Zhejiang Evergrande medical device Co., Ltd. are not applicable
Sales of products (hereinafter referred to as "Zhejiang Evergrande") yuan
(III) estimated amount and category of daily connected transactions of the company in 2022
At the beginning of this year, the estimated amount to the disclosure date is the same as that of the related party of the previous related transaction. The related party's estimated proportion in the actual amount of the same industry and the related party's actual proportion in the actual amount of the same industry in the previous year. The cumulative amount of the issued amount is the difference between the amount of the related party and the amount of the related party Reasons for large amount difference
No more than 4.4127 million and 130285 million are expected to be paid to related parties
Products sold by Zhejiang Evergrande 21 million yuan more than 2% yuan 1.09% not applicable yuan
Note: "the accumulated transaction amount with related parties from the beginning of this year to the disclosure date" has not been audited
2、 Introduction and relationship of related parties
(I) basic information of related parties
Company name: Zhejiang Hengda Medical Instrument Co., Ltd
Company nature: limited liability company (invested or controlled by natural person)
Legal representative: Mou Xuyan
Registered capital: 11.8 million yuan
Major shareholders: Zhang Lijun, Mou Xuyan
Business scope: licensed items: business of class III medical devices; Production of class II medical devices; Technology import and export; Import and export of goods (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). General items: Sales of class II medical devices; Production of class I medical devices; Sales of class I medical devices; Plastic products manufacturing; Sales of plastic products; Mold manufacturing; Mold sales (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license).
Address: No. 373, baihutang, Xicun Town, Toutuo Town, Huangyan District, Taizhou City, Zhejiang Province
Main financial data of the latest fiscal year: as of December 31, 2021, the total assets were 278437 million yuan and the net assets were 9.9397 million yuan; In 2021, the main business income was 467982 million yuan and the net profit was 1.4022 million yuan (the above data were not audited).
(II) relationship with listed companies
Zhang Lijun, the actual controller of Zhejiang Evergrande, is the cousin of Shi Huiyong, the actual controller and chairman of the company, The related person complies with article 6.3.3 of the Listing Rules of Shanghai Stock Exchange: "the CSRC, the exchange or the listed company may, according to the principle of substance over form, identify other legal persons (or other organizations) or natural persons who have a special relationship with the listed company and may or have caused the listed company to favor their interests as the related persons of the listed company.
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(III) analysis on the execution and performance ability of similar related party transactions in the early stage
Zhejiang Evergrande has normal production and operation and good credit status. Considering its financial indicators and operation, the company believes that Zhejiang Evergrande has the ability to perform the contract and will not have a significant adverse impact on the company's production and operation.
3、 Main contents and pricing policies of related party transactions
The related party transaction between the company and Zhejiang Evergrande is a daily business transaction to meet the production and operation needs of the company, mainly for selling disposable medical consumables such as disposable vacuum blood collection vessels, test tubes, suction heads, virus sampling tubes and so on to Zhejiang Evergrande.
When the company sells products to the related party Zhejiang Evergrande, it will negotiate the sales unit price with it according to the company's pricing mechanism. The pricing mechanism of the company's dealers is: Based on the benchmark price and on the premise of ensuring the reasonable profits of the company and dealers, the sales price is formulated and the gradient price is implemented by comprehensively considering various price increase and price reduction factors such as the sales quantity, settlement mode, transportation mode, service level provided to end customers and the degree of regional competition.
4、 Purpose of related party transactions and its impact on Listed Companies
Zhejiang Evergrande has been a distributor of the company for more than 10 years. It mainly sells in Guangdong, Guangxi and other regions. The pricing of its related party transactions is fair, and there is no situation that damages the interests of the company and shareholders, especially minority shareholders. The company and Zhejiang Evergrande operate independently, and the income and profit from related party transactions account for a small proportion of the company's overall operating income and profit, so there is no serious interdependence.
It is hereby announced.
Zhejiang Gongdong Medical Technology Co.Ltd(605369) board of directors April 18, 2022
