Securities code: Tellgen Corporation(300642) securities abbreviation: Tellgen Corporation(300642) Announcement No.: 2022026 Tellgen Corporation(300642)
Confirmation of daily related party transactions of the company in 2021
And the announcement of the forecast of daily connected transactions 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、 Basic information of related party transactions
(I) overview of related party transactions
1. Tellgen Corporation(300642) (hereinafter referred to as “the company” or ” Tellgen Corporation(300642) “) held the 5th meeting of the 3rd board of directors on April 22, 2021, deliberated and approved the proposal on the confirmation of the company’s daily related party transactions in 2020 and the prediction of daily related party transactions in 2021. The company expects that the total amount of daily related party transactions with related parties in 2021 will not exceed 21 million yuan.
2. The 10th meeting of the third session of the board of directors held on April 22, 2022 deliberated and adopted the proposal on the confirmation of the company’s daily connected transactions in 2021 and the prediction of daily connected transactions in 2022. In 2021, the company, its wholly-owned subsidiary Shanghai toujing Diagnostic Technology Co., Ltd., its related party Hangzhou Suizhen Biotechnology Co., Ltd. (hereinafter referred to as “Suizhen biotechnology”) and its wholly-owned subsidiary Hangzhou suizeng Biotechnology Co., Ltd. (hereinafter referred to as “suizeng biotechnology”) The total amount of daily transactions between Shanghai Xiangrun Medical Technology Co., Ltd. (hereinafter referred to as “Xiangrun medical”) and its holding subsidiary Shanghai Xiangrun Information Technology Co., Ltd. (hereinafter referred to as “Xiangrun information”) and other related parties is 163617 million yuan. According to the business development and operation needs in 2022, the company has made a reasonable prediction for all related party transactions related to operation in all links. The company (including the holding subsidiary) will purchase products with Suizhen biological and its controlled subsidiaries (including but not limited to suizeng biological), Xiangrun medical and its controlled subsidiaries in 2022 Shanghai Jianyan medical laboratory Co., Ltd. (hereinafter referred to as “Jianyan medical”) sells goods, and the total amount of daily related party transactions is expected to not exceed 19.5 million yuan. Related directors Mr. Yao Jianer and Mr. Wang Xiaoqing both avoided voting on this proposal.
3. In accordance with the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the “Listing Rules”) and the articles of association of Tellgen Corporation(300642) (hereinafter referred to as the “articles of association”) and other relevant regulations
It is determined that the expected matters of this daily connected transaction need not be submitted to the general meeting of shareholders for deliberation.
(II) actual amount of daily connected transactions in 2021
Unit: 10000 yuan
The actual amount of related party transactions in the actual amount and the estimated amount of related party transactions of related parties the proportion of similar businesses the estimated amount difference (%) (%)
Related real creatures; Purchased goods 1392611900 3.02 – 26.70 suizeng biology
Related party sales provide labor services and sell
Affiliated lease Xiangrun medical commodity, house lease 69.90 180.15 0.11 -61.20
etc.
Related purchase Xiangrun medical purchase office furniture, etc. 19.85 19.85 0.04 0
Associated purchase Xiangrun information purchase goods 0.53 0.00 not applicable
Universal biology
Related party purchasing (Anhui) shares purchasing goods 2.75 0.01 not applicable to Co., Ltd
Related sales Jianyan medical sold goods 150.54 0.23 not applicable
Subtotal 1636172100 —
Note 1: the data in the table shall be kept to two decimal places. Any discrepancy between the total and the sum of the itemized values shall be caused by rounding.
Note 2: General Biology (Anhui) Co., Ltd. is an enterprise where the immediate relatives of the outgoing supervisor Mr. Hu Xubo serve as directors, and Mr. Hu Xubo has expired and left his post in December 2020. According to article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, “a legal person or natural person under one of the following circumstances shall be deemed to be an affiliate of the listed company: (I) due to signing an agreement or making an arrangement with the listed company or its affiliates, after the agreement or arrangement comes into force, or within the next 12 months, it has one of the circumstances specified in article 7.2.3 or 7.2.5 of these rules; (II) In the past 12 months, the company has strictly recognized the transactions with it in 2021 as related party transactions in accordance with the requirements of paragraph (II) of article 7.2.3 or article 7.2.5.
Note 3: Mr. Wang Xiaoqing, a director and senior manager of the joint-stock company invested by Jianyan medical department in 2021, was elected as its director in December 2021. According to the requirements of paragraph (I) of article 7.2.6 of the GEM Listing Rules of Shenzhen Stock Exchange, the company strictly recognizes all transactions with him in 2021 as daily connected transactions.
(III) category and amount of daily connected transactions in 2022
Unit: 10000 yuan
Related party transactions as of March 31, the estimated amount of related party transaction content pricing principle of related party transaction category of the previous year
Suizhen biology and
The affiliated purchase refers to the company with the market price of 150000 56.03139261
Xiangrun medical and
The related party sells the sub sold goods under its control with reference to the market price of 150.00 41.57 69.90 company
Reference market price of goods sold by affiliated sales Jianyan medicine 300.00 174.79 150.54
Subtotal 195000 272.39161305
Within the above estimated total amount, the company can adjust and use within the same controller and its controlled legal person and other related parties according to the actual situation, and the specific transaction amount shall be subject to the actual occurrence.
2、 Basic information of related parties and their relationship with the company
1. Hangzhou Suizhen Biotechnology Co., Ltd
Registered capital: 11217686 million yuan
Enterprise type: other limited liability companies
Legal representative: Zhao Huai
Address: floor 3, 4, 5 and 8 of building 3 and floor 4 of Building 9 of Hexiang science and technology center, Qiantang new area, Hangzhou, Zhejiang
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Manufacturing of experimental and analytical instruments; Instrument manufacturing; Special equipment manufacturing (excluding licensed professional equipment manufacturing); Manufacturing of special chemical products (excluding hazardous chemicals); Repair of special equipment; General equipment repair; Instrument repair; Sales of class I medical devices; Sales of class II medical devices; Sales of experimental and analytical instruments; Sales of special chemical products (excluding hazardous chemicals); Import and export of goods; Technology import and export; Production of class I medical devices (except for the items that must be approved according to law, the business activities shall be carried out independently according to law with the business license). Licensed items: production of class III medical devices; Production of class II medical devices; Medical device Internet information service; Class III medical device business; Veterinary drug production; Veterinary drug business (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval results).
Related relationship with the company: Suizhen biology, as an associated enterprise of the company, holds 104879% equity of Suizhen biology, and Mr. Yao Jianer, chairman and general manager of the company, serves as the director of Suizhen biology. The above transactions constitute related party transactions.
Analysis of performance ability: the company believes that Hangzhou Suizhen Biotechnology Co., Ltd. is a company existing according to law and operating normally, with good financial and credit conditions, stable operation, good performance ability and normal performance in daily transactions.
2. Hangzhou suizeng Biotechnology Co., Ltd
Registered capital: 15 million yuan
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
Legal representative: Zhao Huai
Address: Room 101, 1 / F, building 2, Room 201, 2 / F, and Room 302, 3 / F, building 2, No. 16, Xianqiao Road, Zhongtai street, Yuhang District, Hangzhou, Zhejiang Province
Business scope: licensed items: production of class II medical devices; Production of class III medical devices; Category III medical device business (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: production of class I medical devices; Manufacturing of experimental and analytical instruments; Instrument manufacturing; Manufacturing of special chemical products (excluding hazardous chemicals); Special equipment manufacturing (excluding licensed professional equipment manufacturing); Instrument repair; Repair of special equipment; Sales of class I medical devices; Sales of class II medical devices; Sales of special chemical products (excluding hazardous chemicals); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Software development; Engineering and technical research and test development; Technology import and export; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license).
Related relationship with the company: suizeng biology is a wholly-owned subsidiary of Suizhen biology, an associate of the company. Mr. Yao Jianer, chairman and general manager of the company, serves as the director of Suizhen biology. The above transactions constitute related party transactions.
Analysis of performance capability: the company believes that Hangzhou suizeng Biotechnology Co., Ltd. is a company existing according to law and operating normally, with good financial and credit conditions, stable operation, good performance capability and normal performance in daily transactions.
3. Shanghai Xiangrun Medical Technology Co., Ltd
Registered capital: 13393335 million yuan
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Guo Haitao
Address: rooms 307, 310, 311, 313, 320, 321 and 322, building 1, No. 1111, Zhongshan North 1st Road, Hongkou District, Shanghai
Business scope: engaged in technical consultation, technology transfer, technology development, technical services, mechanical equipment maintenance, self owned equipment leasing, sales of chemical raw materials and products (except dangerous chemicals, MCCs, civil explosives and precursor chemicals), computers, software and auxiliary equipment, instruments and office supplies in the field of medical science and technology and information technology, and engaged in the import and export of goods and technology, Software development, computer system integration, medical device operation, freight forwarding, road freight transportation. [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments]
Affiliated relationship with the company: as an associated enterprise of the company, Xiangrun medical holds 111996% of the equity of Xiangrun medical. Mr. Yao Jianer, chairman and general manager of the company, serves as the director of Xiangrun medical. The above transactions constitute connected transactions.
Analysis of performance ability: the company believes that Shanghai Xiangrun Medical Technology Co., Ltd. is a company existing according to law and operating normally, with good financial and credit conditions, stable operation and good performance ability. It can perform normally in daily transactions and will not bring bad debt losses to the company.
4. Shanghai Jianyan medical laboratory Co., Ltd
Registered capital: RMB 11766667 million
Enterprise type: other limited liability companies
Legal representative: Qiu Geng
Address: room 208, floor 2, building 1, No. 111, Guangcun Road, Nanqiao Town, Fengxian District, Shanghai
Business scope: licensed items: medical services (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).
Association with the company: as an associated enterprise of the company, Jianyan medicine holds 40% of the equity of Jianyan medicine, and Mr. Wang Xiaoqing, the senior manager of the company, serves as the director of Jianyan medicine. The above transaction constitutes
