Haitong Securities Company Limited(600837)
About Shanghai Rightongene Biotechnology Co.Ltd(688217)
Verification opinions on daily connected transactions in 2022
Haitong Securities Company Limited(600837) (hereinafter referred to as ” Haitong Securities Company Limited(600837) ” or “sponsor”) is the continuous supervision sponsor of Shanghai Rightongene Biotechnology Co.Ltd(688217) (hereinafter referred to as ” Shanghai Rightongene Biotechnology Co.Ltd(688217) ” or “company”) for initial public offering and listing on the science and innovation board, In accordance with the measures for the administration of securities issuance and listing recommendation business, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of funds raised by listed companies (revised in 2022), and the Listing Rules of Shanghai Stock Exchange on the science and Innovation Board (revised in December 2020), the company has carefully and prudently verified the daily related party transactions expected by the company in 2022. The specific circumstances are as follows: 1 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
The company held the fourth meeting of the second board of directors and the fourth meeting of the second board of supervisors on April 18, 2022.
The board of directors of the company deliberated and approved the proposal on the prediction of daily connected transactions in 2022. The content of this daily connected transaction is to lease real estate from connected persons, with an estimated total amount of 1 million yuan. Connected directors Xiong Hui, Gao Shangxian, Xiong Jun and Gao Ze avoided voting, and the non connected directors attending the meeting unanimously voted and adopted the proposal.
All independent directors of the company have expressed their independent opinions on the above proposal. All independent directors believe that 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 have an adverse impact on the independence of the company. The company’s main business will not rely on related parties for such transactions, and will not damage the interests of the company and other shareholders, especially the interests of minority shareholders. When the board of directors deliberated this proposal, the related directors have avoided voting, and the deliberation procedures comply with relevant laws
Provisions of laws and regulations and the articles of Association; Therefore, we unanimously agree on the above related party transactions.
The board of supervisors of the company deliberated and adopted the proposal on the prediction of daily connected transactions in 2022. Board of supervisors
It is considered that the expected events of this daily connected transaction meet the needs of the company’s daily operation and business development
The transaction takes the market price as the pricing basis, follows the principles of objectivity, fairness and rationality, and is beneficial to the sustainable operation of the company
There is no adverse impact on the ability and independence, and there is no damage to the legitimate rights of the company and all shareholders, especially minority shareholders
Therefore, we unanimously agree on the expected events of the company’s daily related party transactions.
(II) estimated amount and category of daily connected transactions
Unit: 10000 yuan
From the beginning of this year to the estimated amount of this related party transaction, the expected exposure date of the related party in 2022 and the proportion of the related party’s actual accounting amount of the similar industry in the previous year compared with the actual accounting amount of the similar industry in the previous year, the proportion of the accumulated amount of the occurred amount of the transaction has a large difference compared with the original amount of the transaction because
Rent Xiong Hui and Gao Shangxian from related parties 70.00 10.00% 19.85 68.40 13.87% not applicable
Leased real estate Xu Minxuan 30.00 4.29% 6.00 24.53 4.98% not applicable
Total 100.00 14.29% 25.85 92.93 18.85%-
Note: the above data are tax exclusive amounts, which shall be kept to two digits after the decimal point according to the principle of rounding.
(III) prediction and implementation of previous daily connected transactions
Unit: 10000 yuan
Category of related party transactions: estimated amount and actual amount of related parties in the previous year (previous time)
Reasons for large difference between estimated amount and actual amount
Xiong Hui, Gao Shangxian 56.07 68.40 not applicable
Leasing Xu Minxuan 24.00 24.53 from related parties is not applicable
Real estate
Subtotal 80.07 92.93-
The provision of Shanghai Huiyu biomedical technology to related parties is not applicable
Labor Service Co., Ltd. 13.50 1.98
Total 93.57 94.91-
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Xiong Hui
Name: Xiong Hui
Gender female
Nationality China
From June 2017 to September 2020, he served as the executive director of Wuhan Baitai Genetic Engineering Co., Ltd; At present, he is Shanghai Rightongene Biotechnology Co.Ltd(688217) chairman and general manager, occupation and position of Shanghai BOCI investment partnership in recent three years (limited partnership), executive partner of 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. Shang Xian Gao
Name Gao Shangxian
Gender male
Nationality China
From April 2017 to August 2020, he served as the designated representative and executive director of Shanghai yuanzhuo cosmetics technology Co., Ltd. for the last three years, and the company was cancelled on August 24, 2020; Now he is 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 served as the executive director and manager of Shanghai Xianrong Biotechnology Co., Ltd., which was cancelled on March 24, 2020; Currently retired
(II) relationship with listed companies
Relationship between serial number, name of related party and listed company
1. Xiong Hui is the controlling shareholder, one of the actual controllers, chairman and general manager of the company
2. One of the actual controllers and directors of gaoshangxian company
Xu Minxuan is the mother of Xiong 3hui, the controlling shareholder, one of the actual controllers, chairman and general manager of the company
(III) performance capability analysis
The transactions of the above related parties in the past can be implemented and settled normally, with good execution and good performance ability.
The company and its subsidiaries will sign agreements with relevant parties on the above transactions and implement them in strict accordance with the agreement, and the performance is guaranteed by law. 3、 Main contents of daily related party transactions
(I) main contents of related party transactions
The daily related party transactions of the company mainly involve leasing real estate from related parties. The transaction price is determined by both parties through negotiation on the basis of referring to the comparable price of the same kind in the market, and relevant transaction contracts are signed according to the principle of fairness and impartiality.
(II) signing of related party transaction agreement
After the expected matters of this daily connected transaction are deliberated and approved by the board of directors, the company and its subsidiaries will sign corresponding agreements with the above connected persons according to the business development. 4、 Purpose of daily connected transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily related party transactions between the company and its subsidiaries and related parties are necessary for the normal production and operation of the company. (II) fairness and rationality of pricing of related party transactions
The transactions between the company and its subsidiaries and related parties are based on the general commercial terms and relevant agreements are signed, with reference to similar comparable price pricing transactions in the market, following the principles of openness, fairness and impartiality, and there is no act that damages the interests of the company and all shareholders, especially small and medium-sized shareholders.
(III) continuity of related party transactions
The company and its subsidiaries maintain a relatively stable cooperative relationship with the above related parties. Under the condition of the stable development of the company’s business, the related party transactions with the above related parties will continue to exist. 5、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily related party transactions in 2022 have been considered and approved by the board of directors and the board of supervisors of the company, the related directors avoided voting, and the independent directors expressed independent opinions on the above-mentioned transactions. The daily related party transactions are expected to be within the scope of the deliberation authority of the board of directors and do not need to be submitted to the general meeting of shareholders of the company for deliberation. The above decision-making procedures comply with the relevant provisions of the Listing Rules of the science and Innovation Board of Shanghai Stock Exchange (revised in December 2020), the articles of association and the management system of related party transactions of the company.
The expected events of daily related party transactions in 2022 are for the normal needs of the company’s production and operation. These related party transactions follow the principles of openness, fairness and impartiality, and the pricing is fair and reasonable. There is no behavior that damages the interests of the company and all shareholders, especially small and medium-sized shareholders, will not affect the independence of the company, and will not have an adverse impact on the financial status and operating results of the company, The company’s main business will not rely on related parties due to the above transactions.
To sum up, the recommendation institution has no objection to Shanghai Rightongene Biotechnology Co.Ltd(688217) the above daily related party transactions in 2022. (no text below)
