Zhongtai Securities Co.Ltd(600918)
About Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864)
Verification opinions on the prediction of daily related party transactions in 2022
Zhongtai Securities Co.Ltd(600918) (hereinafter referred to as ” Zhongtai Securities Co.Ltd(600918) ” and “sponsor”) as the sponsor of Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) (hereinafter referred to as ” Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) ” or “company”) for the public issuance of convertible bonds in 2022, in accordance with the measures for the administration of securities issuance and listing sponsor business, the stock listing rules of Shenzhen Stock Exchange and the self discipline supervision guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board The self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 13 – recommendation business and other relevant provisions have carefully verified the expected events of the company’s daily connected transactions in 2022. The specific verification opinions are as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
Shanxi Panlong Pharmaceutical Group Limited By Share Ltd(002864) and its subsidiaries intend to have daily related party transactions with Zhashui Jiahua Natural Gas Co., Ltd. (hereinafter referred to as “Jiahua natural gas”) and Shaanxi Ouke Pharmaceutical Co., Ltd. (hereinafter referred to as “Ouke pharmaceutical”) according to the needs of daily operation. It is estimated that the total amount of daily related party transactions in 2022 will not exceed 166356 million yuan (including tax).
On April 22, 2022, the company held the 22nd Meeting of the third board of directors and the 19th meeting of the third board of supervisors, which respectively deliberated and adopted the proposal on the prediction of the company’s daily connected transactions in 2022. The connected directors Xie Xiaolin and Xie Xiaofeng avoided voting on the matter, and all the other directors and supervisors agreed.
(II) estimated category and amount of daily connected transactions
Unit: 10000 yuan
Related party transactions related party transactions main related party transactions actual category content pricing principle estimated amount of last year in 2022
Jiahua purchase reference market
Determination of natural gas and natural gas price 738.56 443.61
Purchase fuel gas pipeline construction from related parties
And power and connected persons
Reference market for labor services provided
The entrusted processing price of Ouke pharmaceutical is determined as 10.00 0.00
Sales of Ouke pharmaceutical health products and traditional Chinese medicine to related parties refer to market 515.00 1.01
Determination of the price of products and commodity decoction pieces
Accept the related party’s reference market for drugs and alcohol
Entrusted to sell the venom purchase and sales business of Ouke pharmaceutical, the price is determined as 400.00 11.19
Products and commodities
(III) actual occurrence of daily related party transactions in the previous year
Unit: 10000 yuan
Related party transactions actual amount of related party transactions in 2021
Estimated proportion of main contents of related parties in similar business volume, expected disclosure date and index
Amount proportion amount variance
For purchase details, please refer to cninfo.com Jiahua natural gas and 443.61 690.00 100% – 246.39www.cninfo.com cn. info. com. cn. (Announcement No.: 2021037)
Purchase road construction from related parties
Goods (accept labor)
(business)
For details of Ouke, please refer to cninfo pharmaceutical entrusted processing 0.00 8.00 0.00% – 8.00 www.cninfo.com cn. info. com. cn. (Announcement No.: 2021037)
For details of drugs and alcohol accepted by related parties, please refer to cninfo.com’s entrustment to sell Ouke pharmaceutical disinfectant on behalf. Purchase 11.19 200.00 0.032% – 188.81www.cninfo.com cn. info. com. cn. (announce its product and commodity sales business No.: 2021037)
Sales of Chinese herbal pieces to related parties. For details, please refer to cninfo products, commodities, Ouke pharmaceutical health products, etc. 1.01 110.10 0.001% – 109.09www.cninfo.com cn. info. com. cn. (Announcement No.: 2021037)
The board of directors of the company has explained the estimated total amount of daily related party transactions between the company and the above-mentioned related parties in 2021.
The reason for the great difference between the actual situation and the expected situation is that the annual daily connected transactions between the company (if applicable) and related parties are expected to be based on the preliminary judgment of the company’s business development, so there is a certain difference from the actual situation.
The independent directors of the company have verified the actual situation of daily related party transactions, and the board of directors of the company said that if there is a large difference between the actual situation and the expected situation of daily related party transactions in 2021, the explanation of the difference is in line with the actual situation of the company, the related party transactions follow the principle of “fairness, impartiality and (if applicable) fairness”, the transaction matters comply with the market principle, and the transaction pricing is fair and reasonable, There is no damage to the interests of the company and all shareholders.
(I) Jiahua natural gas
1. Basic information
Name: Zhashui Jiahua Natural Gas Co., Ltd
Unified social credit Code: 91611026ma70tatr0f
Type: other limited liability companies
Address: Panlong Guandi, Nanguan, Zhashui County, Shangluo City, Shaanxi Province
Legal representative: Zhang Shuyun
Registered capital: 20 million yuan
Date of establishment: March 6, 2017
Business scope: natural gas supply and sales; Heating services; Sales of gas appliances; Design, construction and maintenance of gas pipe network and heating pipe network; Municipal engineering contracting and construction; Highway engineering; Sales of building materials. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Main financial position
As of December 31, 2021, Zhashui Jiahua Natural Gas Co., Ltd. has total assets of 59.922 million yuan and net assets of 457358 million yuan. In 2021, the operating income was 384673 million yuan and the loss was 815200 yuan. The above financial statement figures have not been audited.
3. Relationship with listed companies
Ms. Zhang Shuyun, chairman of Jiahua natural gas, is the spouse of Mr. Xie Xiaolin, chairman of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the company has a connected relationship with the above connected persons, and the above daily transactions constitute connected transactions.
4. Performance capability analysis
The related parties are in good operation and credit condition and have sufficient performance ability.
(II) Shaanxi Ouke Pharmaceutical Co., Ltd
1. Basic information
Name: Shaanxi Ouke Pharmaceutical Co., Ltd
Unified social credit Code: 916110267588185000
Type: other limited liability companies
Address: xialiang Industrial Development Zone, Zhashui County, Shangluo City, Shaanxi Province
Legal representative: Xie Xiaofeng
Registered capital: 120 million yuan
Date of establishment: November 18, 2003
Business scope: ointment, tablet, granule, powder, pill (big honey pill, water honey pill, water pill), tincture, ironing agent, mixture, development, production and sales, foreign trade, grain purchase; 75% alcohol for disinfection; Import and export business. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 2 Main financial position
As of December 31, 2021, Ouke pharmaceutical has total assets of 1058929 million yuan and net assets of 572019 million yuan; In 2021, the operating income was 127087 million yuan and the net profit was -1.6119 million yuan. The above financial data for 2021 are unaudited.
3. Relationship with listed companies
Mr. Xie Xiaofeng, general manager of Ouke pharmaceutical, is a director of the company. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, the company has a connected relationship with the above connected persons, and the above daily transactions constitute connected transactions. 4. Performance capability analysis
The related parties are in good operation and credit condition and have sufficient performance ability.
3、 Main contents of related party transactions
(I) pricing principle and basis
The above related party transactions are conducted in accordance with the principles of openness, fairness and impartiality, and are determined through negotiation based on the market price. The price is fair and there is no behavior damaging the interests of the company and other shareholders.
(II) signing of related party transaction agreement
The company (including subsidiaries) and related parties will sign contracts with related parties within the scope of this authorization according to the actual needs of production and operation.
4、 Purpose of related party transactions and its impact on Listed Companies
The daily related party transactions between the company and the above-mentioned related parties are the needs of the company’s business development and production and operation, and are necessary for the company’s production and operation. The daily related party transactions between the company and the above-mentioned related parties belong to normal commercial transactions. The pricing principle is market price, which is fair and does not harm the interests of the company and non related shareholders. The transaction decisions are made in strict accordance with the relevant systems of the company. The implementation of daily related party transactions will not adversely affect the independence of the company, and the company will not rely on relevant related parties.
5、 Review procedures and opinions of the sponsor
(I) prior approval and independent opinions of independent directors
1. Prior approval opinions of independent directors
After verification, the company’s prediction of daily connected transactions in 2022 is based on the company’s normal production and operation needs, follows the fair, fair and open market-oriented principles, and the pricing is fair and reasonable, which is in line with the actual situation of the company’s operation, plays a positive role in the company’s future development, will not affect the company’s independence and will not damage the actual interests of the company, shareholders and small and medium-sized investors. Therefore, we agree to the prediction and submit the proposal on the prediction of the company’s daily connected transactions in 2022 to the 22nd Meeting of the third board of directors.
2. Opinions of independent directors
After verification, the company’s prediction of daily connected transactions in 2022 is based on the company’s normal production and operation needs, follows the fair, fair and open market-oriented principles, and the pricing is fair and reasonable, which is in line with the actual situation of the company’s operation, plays a positive role in the company’s future development, will not affect the company’s independence and will not damage the actual interests of the company, shareholders and small and medium-sized investors. Therefore, we agree with the forecast.
(II) deliberation procedures and opinions of the board of directors and the board of supervisors
The expected matters of the company’s daily connected transactions have been deliberated and approved at the 22nd Meeting of the third board of directors and the 19th meeting of the third board of supervisors, and the connected directors have avoided voting.
(III) verification opinions of the recommendation institution
After verification, the recommendation institution believes that the company’s daily related party transactions in 2022 have been considered and approved at the 22nd Meeting of the third board of directors and the 19th meeting of the third board of supervisors, and the related directors have withdrawn from voting; Independent directors made prior approval and gave consent; The above related party transactions are expected to comply with the provisions of the Shenzhen Stock Exchange Stock Listing Rules, the articles of association and other relevant review procedures and approval authorities; The above related party transactions do not violate the principles of openness, fairness and impartiality, and do not harm the interests of the company and minority shareholders. In conclusion, the recommendation institution has no objection to the above related party transactions.
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