Securities code: 688046 securities abbreviation: Yaokang biological Announcement No.: 2022004 Jiangsu Jicui Yaokang Biotechnology Co., Ltd
Announcement on confirmation of related party transactions in 2021 and expected daily related party 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:
The confirmation of related party transactions in 2021 needs to be submitted to the general meeting of shareholders for deliberation, and the expected matters of daily related party transactions in 2022 need not be submitted to the general meeting of shareholders for deliberation
The related party transactions between Jiangsu Jicui Yaokang Biotechnology Co., Ltd. (hereinafter referred to as “the company”) and related parties in 2021 and the daily related party transactions expected to occur between Jiangsu Jicui Yaokang Biotechnology Co., Ltd. and related parties in 2022 belong to the normal business transactions of the company engaged in production and operation activities, comply with normal business logic and the principle of fairness, and are implemented on the basis of the transaction agreement reached through equal negotiation between both parties. The transaction conditions and pricing are fair, There are no circumstances damaging the interests of the company and shareholders. The above related party transactions do not have a significant impact on the company’s main business, and the company will not rely on related parties due to such related party transactions.
1、 Basic information of related party transactions
(I) review procedures for the performance of related party transactions
On May 17, 2022, the company held the 12th meeting of the first board of directors and the 6th meeting of the first board of supervisors, deliberated and adopted the proposal on confirming the company’s connected transactions in 2021 and the proposal on predicting the daily connected transactions in 2022. Related directors Gao Xiang, Li Zhongyu and Chen Yu have all avoided voting, and the non related directors present at the meeting unanimously voted to pass 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.
The independent directors of the company approved the related party transactions of the company in 2021 and the daily related party transactions of the company in 2022 in advance, agreed to submit the matter to the board of directors for deliberation, and expressed the following independent opinions: the behavior in 2021 is conducive to improving the operating efficiency of the company. The company’s related party transactions follow the principles of fairness, impartiality and fairness in terms of pricing policies and pricing basis, and will not damage the interests of the company and other shareholders, especially small and medium-sized shareholders. The above related party transactions have been deliberated and adopted at the 12th meeting of the first board of directors, and the decision-making procedures comply with laws and regulations, the articles of association and other relevant provisions.
(II) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
From the beginning of this year to April 30, the actual amount of the same kind in the previous year compared with the actual amount of the same kind in the previous year compared with the expected business ratio of the related party of the previous related transaction and the actual amount of the business between related parties in the current year (%). The cumulative amount of the person (%) The reason for the large amount of exchange difference caused by the amount difference
Jiangxi Zhonghong Boyuan
To the related party Biotechnology Co., Ltd. 80.00 3.73 10.54 – Procurement Service Company
Subtotal 80.00 3.73 10.54 —
Nanjing University – Nanjing
Biomedical research 30.00 0.08 30.29 27.97 0.07 – hospital
To the related person Shanghai Zerun biology
Seller Technology Co., Ltd. 10.00 0.03 – 5.15 0.01 – product, Jiangxi zhonghongboyuan
Labor Biotechnology Co., Ltd. 30.00 0.08 11.18 8.99 0.02 – company
Subtotal 70.00 0.18 41.47 42.11 0.11-
Nanjing people to Nanjing University
Biomedical research 169.97 52.21 56.66 260.16 79.91 – rental equipment Institute
Subtotal of and facilities 169.97 52.21 56.66 260.16 79.91-
Jiangxi Zhonghong Boyuan
To the related person Biotechnology Co., Ltd. 152.00 100.00 49.97 39.69 100.00 – investment acquisition company
Subtotal of interest 152.00 100.00 49.97 39.69 100.00-
Total – 471.97 – 158.64 341.97 —
Note: in order to avoid constituting the profit forecast for 2022, the proportion of the estimated amount of related party transactions and services in similar businesses = the estimated amount / the audited operating income of similar businesses in 2021
(III) related party transactions in 2021
1. Daily related party transactions in 2021
Unit: 10000 yuan
Reasons for the large difference between the actual amount of related party transactions in the previous year (the previous 2021 (the previous estimated amount and the actual number of related party persons) and the actual amount
Nanjing jingruikang molecular pharmaceutical technology is not applicable. 2.10 is not applicable
Purchase limited company from related parties
Subtotal of purchase services not applicable 2.10 not applicable
Nanjing University – Nanjing biomedical research not applicable 27.97 not applicable
courtyard
Not applicable to Shanghai Zerun Biotechnology Co., Ltd. 5.15 not applicable
Selling Nanjing jingruikang molecular Pharmaceutical Technology Co., Ltd. to related parties
Not applicable to goods sold and limited companies 16.92 not applicable
Labor supply Jiangxi zhonghongboyuan Biotechnology Co., Ltd
Company not applicable 8.99 not applicable
Subtotal n / a 59.04 n / A
Rent Nanjing University – Nanjing biomedical research from related parties not applicable 260.16 not applicable
Equipment leasing and institute establishment
Subtotal of construction not applicable 260.16 not applicable
Jiangxi Zhonghong Boyuan Biotechnology Co., Ltd. not applicable 39.69 not applicable
Investing in related parties
Subtotal of interest earned on assets not applicable 39.69 not applicable
Total – not applicable 360.99 not applicable
2. Occasional related party transactions in 2021
In 2021, the company invested in Jiangxi Zhonghong Boyuan Biotechnology Co., Ltd. (hereinafter referred to as “Jiangxi Zhonghong”) in the form of convertible debt. The details are as follows:
Unit: 10000 yuan
Amount of interest accrued from the start date to the end of 2021 for related parties
Jiangxi Zhonghong 4 China Vanke Co.Ltd(000002) 02109.29202212.31 39.69
On August 23, 2021, the company signed the equity capital increase subscription agreement and convertible debt investment agreement with Jiangxi Zhonghong, Jiang Bin, Gongqing Zhonghong Boyuan Investment Center (limited partnership) and Gongqing Zhonghong Puhui Investment Center (limited partnership), which agreed that: 1) the company invested 30 million yuan to subscribe for the newly increased registered capital of Jiangxi Zhonghong 535700 yuan; 2) The company invests 40 million yuan in Jiangxi Zhonghong in the form of convertible creditor’s rights. The loan period is from the date of payment of the loan to December 31, 2022. Jiangxi Zhonghong shall not repay in advance. The loan amount applies a fixed interest rate, which is calculated at the annual interest rate of 3.8%. The company has the right to pay the loan at any time from the date of payment to December 31, 2022, Replace the total investment amount from creditor’s rights to Jiangxi Zhonghong equity (hereinafter referred to as “debt to equity swap”).
After the company invested 30 million yuan to subscribe for the newly increased registered capital of 535700 yuan of Jiangxi Zhonghong, Jiangxi Zhonghong became a joint-stock company of the company. The company’s debt to equity swap of 40 million yuan of Jiangxi Zhonghong, a joint-stock company, is a foreign investment, which has been approved by the board of directors of the company. Before the implementation of debt to equity swap, the company’s 40 million yuan investment fund constitutes a loan. If the company abandons the exercise of the replacement right for its own reasons after the expiration of the loan period, Jiangxi Zhonghong shall return the loan principal and interest to the company; When the debt to equity swap was implemented, the company subscribed for Jiangxi Zhonghong’s newly increased registered capital of 714300 yuan with a total investment of 40 million yuan. The company paid 40 million yuan of convertible debt investment to Jiangxi Zhonghong on September 29, 2021. As of May 17, 2022, the company has not converted shares. 2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Nanjing jingruikang molecular Pharmaceutical Technology Co., Ltd
Name: Nanjing jingruikang molecular Pharmaceutical Technology Co., Ltd
Type of limited liability company
Legal representative: Zhao Ting
The registered capital is 10 million yuan
Date of establishment: August 17, 2018
Address: 2 of preparation accelerator workshop, No. 16, Pangu Road, Jiangbei new area, Nanjing
License items: Inspection and testing services; Certification services; Production of class II medical devices; Drug production (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 items shall be subject to the approval results) general items: intellectual property services; Conference and exhibition services; Non residential real estate leasing; estate management; Technical service, technical development and technical consultation
