China Merchants Securities Co.Ltd(600999)
About Sirio Pharma Co.Ltd(300791)
Verification opinions on daily connected transactions in 2022
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” or “recommendation institution”) as a recommendation institution for initial public offering of Sirio Pharma Co.Ltd(300791) (hereinafter referred to as ” Sirio Pharma Co.Ltd(300791) ” or “company”) and listing on the gem, in accordance with the measures for the administration of securities issuance and listing recommendation business and the guidelines for the standardized operation of companies listed on the gem of Shenzhen Stock Exchange, The daily related party transactions of Sirio Pharma Co.Ltd(300791) in 2022 are verified. The verification conditions and verification opinions are as follows:
1、 Basic information of daily connected transactions
1. Overview of daily connected transactions
Due to the needs of business development, it is expected to have daily procurement related party transactions with related legal person Guangdong Ruichi Packaging Co., Ltd. (hereinafter referred to as “Ruichi packaging”) in 2022 (January 1, 2022 to December 31, 2022).
2. Estimated category and amount of daily related party transactions
In 2022, the company purchased self-adhesive labels, heat shrinkable film labels and other label materials from Ruichi packaging, and the total amount of daily related party transactions is expected to be no more than 12 million yuan (excluding tax).
3. Actual occurrence of daily related party transactions in 2021
On April 24, 2021, the 25th meeting of the second board of directors of the company passed the proposal on the company’s expected daily connected transactions in 2021. It is estimated that the total amount of daily connected transactions in 2021 will not exceed 9 million yuan (excluding tax). During the period from January 1, 2021 to December 31, 2021, the actual purchase amount of the company from Ruichi packaging is 8.7755 million yuan (excluding tax).
4. Decision making procedures for daily connected transactions
The sixth meeting of the third board of directors of the company passed the proposal on the estimated daily connected transactions in 2022 with 4 affirmative votes, 0 negative votes, 0 abstention votes and 3 withdrawal votes. The affiliated directors Lin Peiqing, Chen Qiong and Yao Zhuangmin withdrew from voting on the proposal. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the expected daily connected transactions in 2022; The recommendation institution China Merchants Securities Co.Ltd(600999) issued a no objection verification opinion.
According to the relevant provisions of the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and the company’s related party transaction decision-making system, the expected matters of this daily related party transaction are within the approval authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation.
2、 Related person introduction and related relationship description
1. Full name of related party: Guangdong Ruichi Packaging Co., Ltd
2. Legal representative: Zheng Yi
3. Registered capital: 6 million yuan
4. Shareholders: Lin Peina holds 70% and Zheng Yi holds 30%
5. Main business: printed matter printing
6. Date of establishment: April 10, 2007
7. Address: Building B, No. 239, Changjiang Road, Longhu District, Shantou
8. Financial data for 2021 / December 31, 2021:
Operating income: 18.3073 million yuan; The net profit is 609000 yuan; The total assets are 12.8632 million yuan and the net assets are 8.127 million yuan (the above data have not been audited).
9. Relationship with the company:
As the sister of Mr. Lin Peiqing, the actual controller of the company, Ms. Lin Peina also directly controls Ruichi packaging. According to the provisions of item (III) of article 7.2.3 and items (I) and (IV) of article 7.2.5 of the GEM Listing Rules of Shenzhen Stock Exchange, the company and Ruichi packaging form an affiliated relationship.
10. Performance capability analysis:
Ruichi packaging is a professional manufacturer of self-adhesive label printing of paper and film. The main customers include nutrition and health food enterprises, food enterprises, pharmaceutical enterprises, etc. Ruichi packaging has 4-color, 6-color, 7-color and 9-color full rotation production equipment, supporting single and two-color silk screen printing, cold (hot) hot stamping and other complete special processes, as well as advanced high-speed magnetic knife die-cutting, automatic label inspection and other equipment to provide customers with all-round and multi-level self-adhesive label (bottle sticker) printing services. The company has cooperated with Ruichi packaging for many years. Ruichi packaging has good operation, strong performance ability, reliable product quality and guaranteed delivery time.
3、 Main contents of related party transactions
1. Main contents of related party transactions
At present, the products provided by the company to Chinese customers are commercially packaged products. In accordance with regulations and customer requirements, the company’s product outer packaging needs to be marked with specified information, and self-adhesive labels or heat shrinkable film labels are required. Although the company is unable to determine the specific quantity of products sold and the packaging form of each order in 2022, based on past experience, by predicting the ordering situation and types of products in 2022 and the amount of labels purchased from other suppliers, it is estimated that the amount purchased from Ruichi packaging will not exceed RMB 12 million (excluding tax). The above related party transactions are the daily business activities of the company. In the future, the pricing of related party transactions will be based on the fair market price. Both parties will conduct transactions in accordance with the market principles of integrity, fairness and justice, and strictly implement the decision-making authority and procedures of related party transactions to ensure the fairness, rationality and compliance of related party transactions.
2. Signing of related party transaction agreement
Both parties of related party transactions will sign an agreement within the expected amount according to the actual situation after the deliberation and approval of the board of directors.
4、 Purpose and impact of related party transactions on the company
Ruichi packaging has cooperated with the company for many years and is one of the qualified label suppliers of the company. Ruichi packaging products have reliable quality and strong performance ability, and have a good market reputation in the industry. Purchasing labels from Ruichi packaging is conducive to the benign competition among the qualified label suppliers of the company.
The company and Ruichi packaging are independent legal persons and operate independently in terms of assets, finance, personnel, institutions and business. This daily connected transaction will not adversely affect the independence of the company, nor will it rely on Ruichi packaging due to connected transactions.
This day-to-day connected transaction is the normal business behavior of the company and is required by the company’s daily production and operation. It will follow the principles of fairness, impartiality and openness, based on the market fair price, and there is no situation that damages the interests of the company and all shareholders.
5、 Description of special opinions
1. Prior approval opinions of independent directors
The daily related party transactions between the company and Ruichi packaging are conducted due to the needs of normal production and operation, and the transaction price is determined according to the fair market price. There is no situation that damages the interests of the company and all shareholders, which is in line with the relevant provisions of relevant laws and regulations such as the Listing Rules of gem shares of Shenzhen Stock Exchange. All independent directors unanimously approved and agreed to submit the proposal on the expected daily connected transactions in 2022 to the sixth meeting of the third board of directors for deliberation, and the connected directors should avoid voting on this matter.
2. Opinions of independent directors
This daily connected transaction is conducted for the normal business development needs of the company. The transactions between the company and related parties are conducted in accordance with the market principles of integrity, fairness and impartiality, and the market fair price is used as the pricing basis. There is no situation that damages the interests of the company and all shareholders, will not adversely affect the independence of the company, and will not form dependence on related parties. The decision-making procedure of the daily connected transaction prediction complies with the relevant laws and regulations and the articles of association, and all independent directors unanimously agree on the daily connected transaction prediction.
6、 Verification opinions of the recommendation institution
After verification, the recommendation institution believes that: Sirio Pharma Co.Ltd(300791) the above daily related party transactions are normal transactions, and the parties to the transactions are carried out independently according to the principle of marketization, and there is no situation that damages the interests of the company’s shareholders, especially the minority shareholders. The above related party transactions have been deliberated and approved at the sixth meeting of the third board of directors of the company, and the independent directors of the company have approved and expressed their independent opinions on this matter in advance. The necessary decision-making procedures have been performed for this matter, and its deliberation procedures comply with the provisions of relevant laws and regulations and normative documents such as the company law, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of gem listed companies, and the provisions of the articles of association.
In conclusion, China Merchants Securities Co.Ltd(600999) has no objection to Sirio Pharma Co.Ltd(300791) the daily related party transactions expected in 2022.
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Sponsor representative:
Liu Xingde, Shi Zhihua
China Merchants Securities Co.Ltd(600999) mm / DD / 2022
