Securities code: 688488 securities abbreviation: Jiangsu Aidea Pharmaceutical Co.Ltd(688488) Announcement No.: 2022-006 Jiangsu Aidea Pharmaceutical Co.Ltd(688488)
Announcement on the estimated amount of daily connected transactions of the company 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 liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Whether it needs to be submitted to the general meeting of shareholders for deliberation: No.
Impact of daily related party transactions on Listed Companies: the expected related party transactions are daily related party transactions of the company. They are the normal production and operation business of the company. They are priced based on the principle of fair pricing and combined with market prices. The pricing is reasonable and fair, does not affect the independence of the company, and does not damage the interests of the company and all shareholders, It will not form great dependence on related persons.
1、 Basic information of daily connected transactions
(I) review procedures for the performance of daily connected transactions
Jiangsu Aidea Pharmaceutical Co.Ltd(688488) (hereinafter referred to as “the company” or ” Jiangsu Aidea Pharmaceutical Co.Ltd(688488) “) held the 21st Meeting of the first board of directors and the 17th meeting of the first board of supervisors on January 19, 2022, deliberated and adopted the proposal on the estimation of the amount of daily connected transactions of the company in 2022. The total estimated amount of daily connected transactions in 2022 was 10.8205 million yuan, 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
Current estimated amount
Related transactions related transactions in 2022 accounted for the same amount in 2021 compared with the actual amount of the previous year
Amount of estimated cash business of related party of easy category than actual cash business
There is a large difference between the amount of cases (%) and the amount of cases (%)
reason
Public at the end of 2021
The Division has received new
HIV diagnosis
Equipment and reagents
Supplier general representative
Li Quan, will supply new products in 2022
Purchase corresponding products from related Beijing Anpu diagnostic equipment supplier
We purchase 531.60 16.08% 2476.79 100% products of biochemical technology preparation and trial; In 2022, the agent procurement of commodity / connection Co., Ltd. will be supplied to the original supplier
Labor service providers continue to receive a small amount of
Purchased products only
Signed for performance
It is necessary to sign the contract, so it will be in 2022
Supply to original
Purchase amount of suppliers
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
This time, it is estimated that the amount of related transactions of gold customs and associated transactions in 2022 will account for the same amount in 2021 and the amount of related transactions of the actual transaction category of the previous year. The proportion of the expected gold business to the actual business is (%) and the amount generated is (%) Reasons for large differences
Payment to Affiliated Nanjing Guangqi
Test of pharmaceutical science and technology development purchased by Party 63.00 0.97% 16.82 0.39% not applicable
Commodity / receiving Co., Ltd. fee
Labor related 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
As the development of Beijing Anpu biochemical diagnostic equipment and 4000.00 2476.79 business in some regional markets in 2021 was less than expected, the amount of reagent procurement from HIV diagnostic equipment and Reagent Suppliers of science and Technology Co., Ltd. was reduced
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 (No. 16, West Ring Road)
Main office location: Shenze County Industrial Park (No. 16, West Ring Road)
The main business is the production of APIs, tablets, granules and capsules
