About Sichuan Huiyu Pharmaceutical Co.Ltd(688553)
Verification opinions on daily connected transactions in 2022
China Securities Co.Ltd(601066) (hereinafter referred to as ” China Securities Co.Ltd(601066) securities” or “sponsor”) as a sponsor of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) (hereinafter referred to as ” Sichuan Huiyu Pharmaceutical Co.Ltd(688553) ” or “company”) for initial public offering of shares and listing on the science and innovation board, According to the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, and the measures for the continuous supervision of Companies listed on the science and Innovation Board (for Trial Implementation), special verification has been carried out on the daily connected transactions of Sichuan Huiyu Pharmaceutical Co.Ltd(688553) expected in 2022, And express the following opinions: I. Basic information of daily connected transactions
(I) main contents of related party transactions
On January 11, 2022, the company held the 20th meeting of the first board of directors and the 12th meeting of the first board of supervisors, deliberated and adopted the proposal on estimating the company’s daily connected transactions in 2022, and the estimated amount of this daily connected transaction is RMB 25 million. The expected daily related party transactions of the company are mainly the purchase of raw materials from related parties, which are necessary for the company to carry out daily business activities. All transactions will sign a written agreement with Nanfang pharmaceutical, and the transaction prices will be determined by both parties through negotiation according to the principles of fairness, openness and impartiality and based on the market price.
The company disclosed on the website of Shanghai Stock Exchange on October 18, 2021 that “the company’s shareholding in major suppliers may lead to an increase in the amount of related party procurement in the future” in the “prospectus for initial public offering and listing on the science and Innovation Board” disclosed the possible related party transactions of Fujian Nanfang Pharmaceutical Co., Ltd.
(II) signing of related party transaction agreement
After the daily related party transactions are considered and approved by the general meeting of shareholders, the company and the above related parties will sign specific relevant contracts or agreements according to the business development.
2、 Basic information of daily connected transactions
(I) estimated amount and category of daily connected transactions
Unit: 10000 yuan
The ratio of the expected amount of the same industry to the business amount of the related party on January 1, 2021 – the proportion of the business in December 2021 to the actual amount of the last year (excluding the original tax with large difference between the actual amount on example (%) and that on December 31) (excluding tax) Because
To the south of Fujian
Purchaser pharmaceutical 2500.00 16.67 2298.64 17.54/raw material shares
Limited company
Total / 2500.00 16.67 2298.64 17.54/
(II) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
Reasons for the amount (excluding tax) between the estimated amount of related party transactions in 2021 from January 1, 2021 to 2021 and the accrued amount of related parties of the actual transaction category (excluding tax with great difference between the actual amount on December 31, 2021)
Purchase from affiliated Fujian Nanfang Pharmaceutical Co., Ltd. according to the demand of 3000.00 2298.64 of the company’s actual purchaser
raw material
Total / 3000.00 2298.64/
Note: the above data have not been audited. 3、 Basic information and relationship of related parties
(I) basic information of Fujian Nanfang Pharmaceutical Co., Ltd
1. Company name: Fujian Nanfang Pharmaceutical Co., Ltd
2. Address: No. 98, Dongxin Road, Xuefeng Town, Mingxi County, Sanming City
3. Main production and operation place: No. 98, Dongxin Road, Xuefeng Town, Mingxi County, Sanming City
4. Legal representative: Liu Pingshan
5. Registered capital: 120.5 million yuan
6. Date of establishment: September 3, 2001
7. Main business: licensed items: drug production; Import and export of drugs; Sales of health food; Food Internet sales (sales of prepackaged food); Food business (sales of prepackaged food); Food business; Beverage production; Food production; Class III medical device business; Production of class II medical devices; Category III medical device production (items that must be approved according to law can only be carried out after being approved by relevant departments, and the specific business items shall be subject to the approval results) general items: cosmetics retail; Wholesale of cosmetics; Production of chemical products (excluding licensed chemical products); Sales of chemical products (excluding licensed chemical products); Research and development of biochemical product technology; Sales of forestry products; Crop cultivation services; Sales of sanitary supplies and disposable medical supplies; Medical equipment leasing; Repair of special equipment; Health consulting services (excluding diagnosis and treatment services); Sales of class II medical devices; Sales of class I medical devices; Production of class I medical devices (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
8. Major shareholders: Fujian Huamin import and Export Co., Ltd., holding 44.87%, Sichuan Huiyu Pharmaceutical Co.Ltd(688553) , holding 12.45%, Zhang Yuanqi, holding 9.41%, and Fujian Huaxing Venture Capital Co., Ltd., holding 6.24%.
9. Main financial data (audited by Huaxing Certified Public Accountants (special general partnership): as of December 31, 2020, total assets: 597265200 yuan, net assets: 374015200 yuan; Operating income in 2020: 140.5623 million yuan, net profit attributable to shareholders of the parent company: 15.289 million yuan.
(II) relationship with listed companies
Fujian Nanfang Pharmaceutical Co., Ltd. (hereinafter referred to as “Nanfang pharmaceutical”) is a joint-stock enterprise of the company. The company holds 12.45% of the shares of Nanfang pharmaceutical. Ms. Liu Jingmo, Secretary of the board of directors of the company, serves as the director of Nanfang pharmaceutical.
(III) performance capability analysis
The above-mentioned related parties have good credit status, continue to operate according to law and have good performance ability. The related transactions of the company in the previous year are executed in accordance with the contract. The company will sign contracts or agreements with related parties on the expected daily related transactions according to the business development, and implement them in strict accordance with the agreement. The performance of both parties is guaranteed by law. 4、 Purpose of related party transactions and its impact on Listed Companies
(I) necessity of related party transactions
The daily related party transactions between the company and related parties are necessary for the normal business activities of the company and are conducive to promoting the development of relevant businesses of the company.
(II) fairness and rationality of related party transaction pricing
The transactions between the company and related parties are conducted on the basis of general commercial terms in the daily business process. The pricing of related party transactions is fair, follows the principles of openness, fairness and impartiality, and does not harm the interests of the company and all shareholders, especially minority shareholders.
(III) continuity of related party transactions
The expected daily related party transactions will not affect the independence of the company, the company’s main business will not rely on related parties due to the above transactions, and will not have an adverse impact on the company’s financial status and operating results. 5、 Internal decision-making procedures performed by the company
On January 11, 2022, the company held the 20th meeting of the first board of directors and the 12th meeting of the first board of supervisors, deliberated and adopted the proposal on estimating the company’s daily connected transactions in 2022, and the estimated amount of this daily connected transaction is RMB 25 million. The expected matters of this daily connected transaction still need to be submitted to the general meeting of shareholders for deliberation, and the connected shareholders need to avoid voting.
The independent directors reviewed the contents of the proposal before the board of directors considered the proposal and issued the following prior approval opinions: the daily related party transactions expected to occur in 2022 are the normal business needs of the company, and the relevant transactions follow the principles of consensus and fair transaction. All related party transactions are carried out according to the fair pricing method, and there is no situation that damages the interests of the company and all shareholders. Related party transactions will not have any adverse impact on the company’s financial status and operating results, and the company’s main business will not rely on related parties due to such transactions. Therefore, it is agreed to submit the proposal to the board of directors of the company for deliberation. 6、 Verification opinions of the recommendation institution
After verification, the sponsor believes that the above-mentioned daily related party transactions in 2022 have been deliberated and approved at the 20th meeting of the first board of directors and the 12th meeting of the first board of supervisors, the independent directors have expressed their explicit prior approval opinions and independent opinions, and the board of supervisors has expressed their consent opinions. The above matters have fulfilled the provisions of laws and regulations such as the municipal rules and the articles of association. The above matters need to be considered by the general meeting of shareholders. The above daily connected transactions of the company in 2022 are expected to be the normal business transactions between the company and related parties based on the needs of operation and management, take the market price as the pricing basis of the transaction, follow the fair and reasonable pricing principle, and there is no situation that damages the interests of the company and all shareholders. The above-mentioned related party transactions will not have a significant adverse impact on the company’s financial status and operating results, and the company’s main business will not form a significant dependence on related parties due to such transactions.
In conclusion, the recommendation institution has no objection to the company’s forecast of daily connected transactions in 2022.
