Related party transaction announcement

release time:

2024-04-23 16:32

AnnouncementNumber: 2024-018

Stock code: 832316                  Securities abbreviation: Tian Zheng Biotech                 Host brokerage: Shenwan Hongyuan underwriting sponsor

 

Jilin Tianzheng Biotechnology Co., Ltd

Related party transaction announcement

 

The Company and all members of the Board of Directors warrant that the content of the announcement is true, accurate and complete, and there are no false records, misleading statements or material omissions, and assume individual and joint legal responsibility for the authenticity, accuracy and completeness of its content.

 

1. Overview of connected transactions
(1) Overview of affiliated transactions
The company intends to lease CAI Tiyuan's house, No. 1805, Building 3, Hongcheng International Garden Community, No. 88 Dongnanhu Road, Nanguan District, Changchun, 412 square meters, with a transaction amount of 120 thousand yuan/year and a lease term of 18 years.
(2) Voting and deliberation
The fifth meeting of the fourth session of the Board of Directors of the company deliberated and passed the motion on CAI Tiyuan leasing his own house to Jilin Tianzheng Biotechnology Co., LTD., with the voting result: 3 votes in agreement, 0 votes against, 0 abstentions, and 2 votes for avoidance. Avoidance voting situation: CAI Tianyuan is the controlling shareholder and actual controller of the company, and CAI Tianyuan and director CAI Timing are brothers, so CAI Tianyuan and CAI Timing are related directors and avoid voting. The above proposals still need to be submitted to the 2023 annual general meeting for consideration.
(3) This connected transaction does not require the approval of relevant departments.

 

2. Basic Information of related parties
1. Natural person
Name: CAI Tiyuan
Address: Group *, Qingshui Road Committee, Hongcheng Street, Nanguan District, Changchun
Relation: controlling shareholder, actual controller
Credit status: not the person who is executed for breach of trust

 

3. Pricing
(1) Pricing basis
The related party CAI Tiyuan leased his own house to Jilin Tianzheng Biotechnology Co., Ltd. for use to meet the company's business needs. The rent is determined according to the market price through mutual consultation. This connected transaction does not harm the interests of the Company and other shareholders, and its behavior does not violate the relevant pricing policy.
(2) Fairness of transaction pricing
The pricing of the transaction between the Company and the related parties shall be determined in accordance with the fair and impartial market principles and on the basis of the true and full expression of their respective wishes, and shall have no adverse impact on the Company's ability to continue operations, profit and loss and asset status, and shall not harm the interests of the Company and other shareholders.

 

4. Main contents of the transaction agreement
This transaction agreement has not yet been signed, if the content of the signed agreement and the content of this disclosure change greatly, the relevant progress announcement will be disclosed.

 

5. Purpose, existing risks and impact on the Company of connected transactions
(1) The purpose of this connected transaction
The above related transactions are normal transactions of the company, and are reasonable and necessary for the normal business development and production and operation of the company. The related transactions between the Company and the related parties follow the principle of market fairness, and there is no harm to the interests of the Company and the shareholders of the Company, and there will be no dependence on the related parties due to the above-mentioned related transactions.
(2) Risks existing in this connected transaction
The pricing of related transactions between the Company and related parties is fair and reasonable, and there is no harm to the interests of the company's shareholders, and it will not adversely affect the independence of the company.
(3) The impact of this connected transaction on the operation and finance of the Company
Related party transactions between the Company and related parties will not adversely affect the Company's financial position and results of operations.

 

6. File directory for reference
Resolution of the Fifth Meeting of the Fourth Board of Directors of Jilin Tianzheng Biotechnology Co., LTD.

 

 

Jilin Tianzheng Biotechnology Co., LTD
Board of directors
April 22, 2024