Huatai United Securities Co., Ltd
About Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Verification opinions on the expected daily connected transaction limit in 2022
Huatai United Securities Co., Ltd. (hereinafter referred to as “Huatai United Securities” or “sponsor”) is the sponsor of the initial public offering of Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as ” Jiangsu Aidea Pharmaceutical Co.Ltd(688488) ” or “company”) and listing on the science and innovation board in accordance with the measures for the Administration of securities issuance and listing and the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange The measures for the continuous supervision of listed companies on the science and Innovation Board (for Trial Implementation) and other relevant provisions performed the continuous supervision duties, and carefully verified the expected amount of daily connected transactions in Jiangsu Aidea Pharmaceutical Co.Ltd(688488) 2022. The verification results are as follows:
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
On January 19, 2022, the company held the 21st Meeting of the first board of directors and the 17th meeting of the first board of supervisors, deliberated and adopted the proposal on the estimation of the company’s daily connected transactions in 2022. The estimated amount of daily connected transactions in 2022 was RMB 10.8205 million, and the connected directors avoided voting, The non affiliated directors present at the meeting unanimously agreed to the proposal, and the deliberation procedure was in line with the provisions of relevant laws and regulations. All independent directors of the company have approved the proposal in advance and expressed their independent opinions with explicit consent. The independent directors believe that the estimated amount of the company’s daily connected transactions in 2022 is based on the daily business behavior of the company’s actual production and operation needs, based on the market price and following the fair and reasonable pricing principle, and does not damage the interests of the company, its subsidiaries and shareholders. Such related party transactions will not adversely affect the company’s independent operation, financial status and operating results, and the company will not rely on related parties for such transactions. When the board of directors deliberated the proposal, the related directors withdrew from voting, and the deliberation and voting procedures of the meeting met the provisions of relevant laws and regulations. The decision-making procedures for the estimated amount of daily connected transactions in 2022 comply with the provisions of relevant laws, regulations and the articles of association. Therefore, the independent directors unanimously agreed to the above proposal.
The board of supervisors of the company has made a resolution on this matter: the estimated amount of the company’s daily connected transactions in 2022 is carried out in accordance with the principles of fairness, impartiality and openness, which will not harm the interests of the company and all shareholders. The deliberation and voting procedures comply with the company law, the securities law and other laws and regulations as well as the relevant provisions of the articles of association, Agree to the proposal of the company’s daily connected transaction quota forecast in 2022.
The estimated amount of this daily connected transaction is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated amount and category of daily connected transactions in 2022
Unit: 10000 yuan
Proportion in the current estimated amount
Business ratio of related party transactions in 2022 compared with that in 2021 compared with that in the previous year
Estimated actual inter occurrence amount of gold cases of related parties of easy category
The amount (%) differs greatly from the amount (%) generated
reason
Public at the end of 2021
The Division has received new
HIV diagnosis
Equipment and reagents
Supplier general representative
Li Quan, 2022
Will supply new
Purchase from related parties
We purchase Beijing Anpu diagnostic equipment products;
Commodity / connected to biochemical technology preparation and test 531.60 16.08% 2476.79 100% to the original in 2022
The agent procurement by Labor Service Co., Ltd. is followed by suppliers
Continued small purchases
The product is only for performance
The bank has signed the contract
As required, because
This year 2022
Original supplier
The purchase amount will be
Significantly reduced.
To associate Shijiazhuang Dragon
Party a purchased 92.00% of API of Ze Pharmaceutical shares, 4.43% 8.85% and 6.73% not applicable
Commodity / share limited purchase
Department of labor services
Payment to Affiliated Nanjing Guangqi
The test of pharmaceutical technology development purchased by the party is not applicable
Commodity / received 63.00 0.97% 16.82 0.39%
Fee of receiving Labor Service Co., Ltd
Accounting for the proportion of business in 2022 to that in 2021 and the actual amount of the expected gold cases of related party transactions of the previous year (%) Reasons for large differences
To associate Ureka
Sales of Hong products by our party 280.00 4.57% 535.84 7.01% not applicable
Goods / for sale by Kong
Labor supply Limited
Leasing to related parties
We purchased Fu Heliang house for 115.45 24.51% 101.02 36.70% not applicable
Commodity / Office
Receiving labor service
Total 1082.05 3139.32
Note: 1. The amount listed above is the amount excluding tax; 2. The actual amount in 2021 has not been audited.
(III) prediction and implementation of daily connected transactions in 2021
Unit: 10000 yuan
The reason for the large difference between the actual amount expected to be paid in 2021 and the actual amount allowed in 2021 in related party transactions of related parties
Due to individual regional markets in 2021
The business development of Beijing Anpu biochemical diagnostic equipment and 4000.00 2476.79 was less than expected, and the reagent procurement of science and Technology Co., Ltd. reduced the procurement amount from HIV diagnostic equipment and Reagent Suppliers
UREKA
Hong Kong product sales 700.00 535.84 not applicable
LIMITED
Fu Heliang house lease 101.02 101.02 not applicable
Total 4801.02 3113.65
Note: 1. The amount listed above is the amount excluding tax; 2. The actual amount incurred in 2021 is unaudited.
2、 Basic information and relationship of related parties
(I) basic information of related parties
1. Beijing Anpu Biochemical Technology Co., Ltd
Company name: Beijing Anpu Biochemical Technology Co., Ltd
Nature: limited liability company (invested or controlled by natural person)
Legal representative: Shi Yalun
Registered capital: 20 million yuan
Date of establishment: November 21, 1997
Address: room 103, 1f, science and technology complex building, No. 12 Beijing Centergate Technologies (Holding) Co.Ltd(000931) South Street, Haidian District, Beijing
Main office location: room 103, 1f, science and technology complex building, No. 12 Beijing Centergate Technologies (Holding) Co.Ltd(000931) South Street, Haidian District, Beijing
The main business is the operation and sales of food safety testing, small animal diagnosis and treatment, molecular diagnosis, blood transfusion safety and other fields
Major shareholder or actual controller: Shi Yalun
As of September 30, 2021, total assets: 99.05 million yuan
Main financial data (without net assets): 80.19 million yuan
(AUDIT) operating income: 72.35 million yuan
Net profit: 9.51 million yuan
2. Shijiazhuang Longze Pharmaceutical Co., Ltd
Company name: Shijiazhuang Longze Pharmaceutical Co., Ltd
English Name: Shijiazhuang longzeal Pharmaceuticals Co., Ltd
Nature: joint stock limited company (unlisted, natural person investment or holding)
Registered capital: RMB 80 million
Date of establishment: December 30, 2006
Address: Shenze County Industrial Park (West Ring Road)
