Securities code: Shanghai Rightongene Biotechnology Co.Ltd(688217) securities abbreviation: Shanghai Rightongene Biotechnology Co.Ltd(688217) Announcement No.: 2022022
Shanghai Rightongene Biotechnology Co.Ltd(688217)
Announcement on the forecast of 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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
There is no need to submit the expected matters of this daily connected transaction to the general meeting of shareholders for deliberation.
Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as “the company” and ” Shanghai Rightongene Biotechnology Co.Ltd(688217) “) the daily related party transactions are necessary for the normal production and operation of the company and its subsidiaries. The pricing is fair, the settlement time and method are reasonable, and do not damage the interests of the company and minority shareholders. The cooperative related parties selected by the company have good business reputation and financial status, which can reduce the operation risk of the company and is conducive to the continuous development of the company’s normal business. They account for a relatively small proportion in similar transactions. The company’s main business will not form dependence on related parties and will not affect the independence of the company.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On April 18, 2022, the fourth meeting of the second board of directors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. The connected directors Xiong Hui, Gao Shangxian, Xiong Jun and Gao Ze avoided voting, and the other non connected directors unanimously deliberated and adopted the proposal, The voting procedures comply with the company law of the people’s Republic of China, the securities law of the people’s Republic of China and other laws and regulations as well as the relevant provisions of the articles of association. Voting results: 5 in favor, 0 against, 0 abstained and 4 avoided.
The independent directors reviewed the proposal and expressed independent opinions as follows: the related party transactions between the company and its subsidiaries and related parties belong to daily related party transactions; The related party transaction is a market-oriented choice for the company to operate normally and improve economic benefits, which meets the actual business needs of the company; The related party transaction follows the principle of “fairness, impartiality and fairness”. The transaction matters comply with the market principle, the decision-making procedures are legal, the transaction pricing is fair and reasonable, and will not adversely affect the independence of the company. The main business of the company will not rely on related parties for such transactions,
The related directors have avoided voting, and the deliberation procedures comply with the provisions of relevant laws and regulations and the articles of association. Therefore, we agree to the above related party transactions.
The audit committee of the board of directors of the company has expressed the following written opinions on the expected events of the daily related party transactions: the expected events of the daily related party transactions of the company and its subsidiaries are based on the needs of the company’s normal production, operation and business development, and the transaction price is determined by both parties through consultation with reference to the market price, following the principle of equality and voluntariness, without damaging the interests of the company and all shareholders, It does not affect the independence of the company. We agree to the above related party transactions and agree to submit the proposal to the board of directors of the company for deliberation.
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the Kechuang board, the self regulatory guidelines for companies listed on the Kechuang board of Shanghai Stock Exchange No. 1 – standardized operation and the articles of association, this connected transaction is within the authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation.
(II) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
The proportion of the amount accrued at the beginning of the current year in the amount of related party transactions in 2022 between the disclosure date of similar industries and the previous year and the proportion of the amount actually paid by related parties in the previous year (%) in the amount actually paid by similar businesses in the previous year (%) the reason why the transaction difference is larger than the amount
To Xiong Hui, noble 70.00, 10.00%, 19.85, 68.40, 13.87% / lease real estate first
Xu Minxuan 30.00 4.29% 6.00 24.53 4.98%/
Total 100.00/25.85/92.93/
Note 1: the above data are tax exclusive amounts;
Note 2: the above data shall be kept to two digits after the decimal point according to the principle of rounding.
(III) prediction and implementation of daily connected transactions in 2021
The 13th meeting of the first board of directors of the company and the 2020 general meeting of shareholders deliberated and approved the proposal on predicting the related party transactions of the company in 2021, which predicted the transactions between the company and its subsidiaries and related parties in 2021.
See the following table for the forecast and implementation of daily related party transactions in 2021:
Unit: 10000 yuan
Reasons for the large difference between the estimated amount and the actual amount of the related person of the previous related transaction category in the previous year (previous year)
Leasing Xiong Hui and Gao Shangxian 56.07 68.40/real estate from related persons Xu Minxuan 24.00 24.53/subtotal 80.07 92.93/
Provide related parties with Shanghai Huiyu biomedicine 13.50 1.98/labor Technology Co., Ltd
Subtotal 13.50 1.98/
Total 93.57 94.91/
Note 1: the above data are tax exclusive amounts;
Note 2: the above data shall be kept to two digits after the decimal point according to the principle of rounding.
2、 Introduction and relationship of related parties
(I) basic information of related parties
1. Xiong Hui
Name: Xiong Hui
Gender female
Nationality China
Occupation and position in the last three years: executive director of Wuhan Baitai Genetic Engineering Co., Ltd. from June 2017 to September 2020; Currently, he is Shanghai Rightongene Biotechnology Co.Ltd(688217) chairman and general manager
Li, executive partner of Shanghai BOCI investment partnership (limited partnership), Shanghai Liyang investment partnership (limited partnership), executive director and general manager of Shanghai Yuanqi Biomedical Technology Co., Ltd., and director of Changchun Jite Biotechnology Co., Ltd.
2. Gao Shangxian
Name Gao Shangxian
Gender male
Nationality China
Occupation and position in the last three years: from April 2017 to August 2020, served as Shanghai yuanzhuo cosmetics department
Legal representative and executive director of Technology Co., Ltd., which has
Cancelled in August 2020; He is currently Shanghai Rightongene Biotechnology Co.Ltd(688217) director, executive director and general manager of Shanghai Huiyu Biomedical Technology Co., Ltd.
3. Xu Minxuan
Name: Xu Minxuan
Gender female
Nationality China
In the last three years, he has served as the executive director and manager of Shanghai Xianrong Biotechnology Co., Ltd., holding 25.00% of the shares. The company was cancelled on March 24, 2020. Currently retired.
2. Relationship:
Serial number: relationship between name of related party and the enterprise
1. The controlling shareholder, one of the actual controllers, general manager and chairman of Xiong Hui company
2. One of the actual controllers and directors of gaoshangxian company
3 mother of Xionghui, the controlling shareholder, one of the actual controllers, general manager and chairman of xuminxuan company
3. Performance ability: the transactions of the above related parties in the past can be implemented and settled normally, with good performance and good performance ability. The company will sign contracts or agreements with relevant related parties on the above transactions and implement them in strict accordance with the agreement. The performance of the contract is guaranteed by law.
3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The estimated daily related party transactions between the company and its subsidiaries and related parties in 2022 are mainly the leasing of real estate from related parties. All transactions between the company and its subsidiaries and related parties shall be conducted in accordance with the principles of voluntariness, equality, mutual benefit, fairness and fairness. The transaction price shall be executed according to the market fair price; When there is no clear market price or government guidance price for the traded goods or services, both parties to the transaction shall determine the transaction price through negotiation and sign relevant related party transaction agreements to clarify the price of related party transactions.
(II) signing of related party transaction agreement
After the expected matters of this daily related party transaction are considered and approved by the board of directors of the company, the company, its subsidiaries and related parties will sign corresponding agreements according to the business development.
4、 Impact of related party transactions on Listed Companies
The related party transactions between the company and its subsidiaries and the above related parties are necessary for the company’s normal production and business activities. They are an important means for the company to make rational use of resources and reduce operating costs, and have a positive impact on the long-term development of the company. The pricing policies of daily connected transactions strictly follow the general commercial principles of openness, fairness, impartiality and compensation for equal value, which is conducive to the development of relevant businesses of the company and does not damage the rights and interests of the company and shareholders. The occurrence of the above transactions will not affect the continuous operation of the company
