Securities code: 301015 securities abbreviation: Qingdao Baheal Medical Inc(301015) Announcement No.: 2022-013 Qingdao Baheal Medical Inc(301015)
Announcement on signing marketing service agreement
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
The signing of the marketing service agreement between Qingdao Baheal Medical Inc(301015) (hereinafter referred to as “company” or ” Qingdao Baheal Medical Inc(301015) ” or “Party B”) and Shanghai Yizhong Pharmaceutical Co.Ltd(688091) (hereinafter referred to as ” Shanghai Yizhong Pharmaceutical Co.Ltd(688091) ” or “party a”) reflects the high recognition of customers for the company and helps to improve the brand influence and market competitiveness of the company. On the basis of mutual benefit, the two sides unify resources, integrate advantages and form a long-term common development alliance, hoping to obtain good social benefits and return on investment.
During the performance of this agreement, the company may face the risk of failure to reach the set indicators as agreed in the agreement, major changes in the external market environment and other unpredictable factors or the impact of force majeure, resulting in the failure to perform the agreement on schedule or in an all-round way.
1、 Overview of agreement signing
In order to give full play to the advantages of both sides, realize complementary advantages, improve efficiency and seek common development, recently Qingdao Baheal Medical Inc(301015) and Shanghai Yizhong Pharmaceutical Co.Ltd(688091) signed the market promotion service agreement (hereinafter referred to as the “agreement”), and reached an agreement on Shanghai Yizhong Pharmaceutical Co.Ltd(688091) entrusting Qingdao Baheal Medical Inc(301015) to carry out the promotion service of the agreed products within the scope of cooperation. This Agreement shall be valid from the date of signing the contract to December 31, 2025. If the set indicators agreed by both parties are completed within the above effective period Qingdao Baheal Medical Inc(301015) and Party A and Party B reach an agreement on the subsequent cooperation policy, this agreement will be automatically extended to December 31, 2029.
This agreement is a marketing service agreement, which belongs to the daily business activities of the company and does not constitute related party transactions. The approval authority is within the authority of the general manager. The company has fulfilled the internal approval procedures for signing this agreement.
2、 Introduction to counterparty
Company name: Shanghai Yizhong Pharmaceutical Co.Ltd(688091)
Date of establishment: October 9, 2009
Legal representative: Zhou Jinsong
Registered capital: 105.8 million yuan
Registered address: No. 79, Renqi Road, Fengxian District, Shanghai
Business scope: licensed items: drug production. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: engaged in technology development, technical consultation and technical services in the fields of medical treatment, medicine and medical device science and technology. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Whether it is associated with a listed company: no
The company has not had similar transactions with Shanghai Yizhong Pharmaceutical Co.Ltd(688091) in the last three years.
Shanghai Yizhong Pharmaceutical Co.Ltd(688091) is a listed company on the science and Innovation Board of Shanghai Stock Exchange. It has good capital status, sufficient drug production capacity and good performance ability. It is not a dishonest executee.
3、 Main contents of the agreement
1. Marketing services
Party A entrusts Party B to provide product promotion services for the agreement products (i.e. “paclitaxel polymer micelles for injection”) within the scope of cooperation. Party B shall appoint a qualified and experienced team owned by Party B to provide services for Party A, and provide services such as customer visits and professional academic promotion activities to Party a. Party B must ensure that its team members can transmit relevant information in accordance with the product knowledge information approved by Party A and act in accordance with the legal requirements. If they fail to promote the product information approved by Party A, any legal risk or economic loss shall be borne by Party B.
2. Payment of marketing service fees
Party B shall provide market promotion services according to the requirements of this agreement, and Party A will pay Party B the corresponding service fee. Service fee = Party A’s national average online price * quantity of goods delivered for commercial purposes by designated primary dealers * corresponding annual service rate.
The bidding price shall be determined by Party A’s provincial / national bidding network.
Payment of service fee: both parties will formulate annual plans within the first 90 days of each calendar year. The service fee shall be paid quarterly. After both parties confirm according to the agreed index assessment, Party B shall issue a legal and compliant service fee invoice to Party A, and Party A shall pay to the account designated by Party B within 10 days after receiving the invoice. 3. Agreement period
This Agreement shall be valid from the date of signing the contract to December 31, 2025.
If Party B completes the set indicators agreed by both parties during the above validity period and both parties reach an agreement on the subsequent cooperation policies, this agreement will be automatically extended to December 31, 2029.
4. Representations and warranties of both parties in the promotion activities
Party B understands that Party A is a company with good reputation, and the company strictly requires that business-related behaviors must comply with legal norms and spirit. Party B confirms and agrees to abide by all applicable laws and regulations, administrative rules and business ethics, including but not limited to the relevant provisions of laws and regulations on anti commercial bribery during the period of cooperation by signing this agreement.
5. Liability for breach of contract and dispute resolution
If either party violates its obligations under this agreement, it shall compensate the other party (the observant party) for the losses suffered therefrom, including but not limited to the losses claimed by the third party, legal fees, attorney fees, identification fees, evaluation fees, travel expenses, etc. Any dispute arising from, arising from or in connection with this Agreement shall be settled by both parties through friendly negotiation. If the dispute cannot be settled through negotiation, either party may submit the dispute to the local court for settlement. 6. Termination of agreement
The term of this agreement expires.
If the term of this agreement is not expired, both parties may terminate this agreement by consensus.
If one party violates this Agreement and fails to correct within thirty (30) days after receiving the notice from the other party requiring it to correct, the observant party may notify the breaching party in writing to terminate this Agreement and require the breaching party to compensate for the losses. 4、 Impact of this cooperation on the company
Paclitaxel polymer micelles for injection promoted by the company in cooperation with Shanghai Yizhong Pharmaceutical Co.Ltd(688091) are innovative dosage forms of paclitaxel, a broad-spectrum anticancer chemotherapy drug, and belong to a major national new drug creation project. The company’s acquisition of the marketing right of the product is conducive to enriching the resources and management experience of the company’s innovation incubation, pharmaceutical brand operation and commercialization promotion; At the same time, this signing expands the commercialization cooperation of the company’s products in the field of anti-cancer and anti-tumor, enriches the brand matrix of the company’s operation, helps to improve the company’s brand influence and enhance the company’s market competitiveness. In the follow-up, if it is successfully commercialized in the cooperation area, it will have a positive impact on the company’s performance and improve the company’s sustainable profitability. The signing of this agreement is expected to have a positive impact on the company’s operating performance in this year and in the future, and is conducive to improving the company’s revenue scale and sustainable profitability. The signing and performance of this agreement will not have a significant impact on the business independence of the company, and the main business of the company will not rely on the other party due to the performance of this agreement.
5、 Risk tips
Both parties have the ability to perform the agreement, but in the process of performing the agreement, they may face the risk that the company fails to reach the set indicators in accordance with the agreement, major changes in the external market environment and other unpredictable factors or force majeure, resulting in the failure to perform the agreement on schedule or in full. Please pay attention to investment risks.
6、 Documents for future reference
Marketing service agreement.
It is hereby announced.
Qingdao Baheal Medical Inc(301015) board of directors February 13, 2022
