Core Viewpoint - Hunan Jingfeng Pharmaceutical Co., Ltd. plans to engage in daily related transactions with Dalian Huali Jinkang Pharmaceutical Co., Ltd. in 2025, with an estimated transaction amount not exceeding 16 million RMB (including tax) [1][2][26]. Group 1: Daily Related Transactions Overview - The company’s subsidiary, Dalian Dezhe Pharmaceutical Co., Ltd., intends to conduct sales and procurement transactions with Dalian Jinkang, with the total expected amount for daily related transactions being 16 million RMB [1][2]. - The independent directors unanimously approved the proposal for these transactions, which were subsequently submitted to the board for review [1][9]. Group 2: Related Party and Relationship - Dalian Huali Jinkang Pharmaceutical Co., Ltd. is a wholly-owned subsidiary of Changde Jingze Pharmaceutical Technology Co., Ltd., which is controlled by Shiyao Group [3][19]. - The actual controller of Dalian Jinkang is Mr. Cai Dongchen, and the company has a registered capital of 8.88 million RMB [3][19]. Group 3: Financial Data and Performance - The expected amount for the daily related transactions with Dalian Jinkang is 16 million RMB, while the amount for asset purchases from Dalian Jinkang is 11.6861 million RMB [2][16]. - Dalian Jinkang is not listed as a dishonest executor, indicating good creditworthiness [4][19]. Group 4: Transaction Pricing Principles - The company adheres to fair, just, and reasonable pricing principles for related transactions, basing prices on market conditions and similar transactions [5][8]. - The pricing for the asset transfer is set at 11.6861 million RMB, which is deemed fair and reasonable [22][25]. Group 5: Purpose and Impact of Transactions - The transactions are aligned with the company's operational needs and are expected to facilitate business development without harming the interests of the company or its shareholders [8][25]. - The acquisition of assets from Dalian Jinkang is anticipated to positively impact the company's financial status and operational results [25][27]. Group 6: Independent Directors' Review - The independent directors conducted a thorough review of the related transactions, concluding that they comply with legal regulations and do not harm the interests of non-related shareholders [9][27]. - The independent directors supported the proposal for the asset purchase and daily related transactions, emphasizing their alignment with the company's long-term development strategy [27][34].
湖南景峰医药股份有限公司关于 与大连金港日常关联交易预计的公告