Securities code: 688091 securities abbreviation: Shanghai Yizhong Pharmaceutical Co.Ltd(688091) Announcement No.: 2022-007 Shanghai Yizhong Pharmaceutical Co.Ltd(688091)
Announcement on signing marketing service agreement
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 responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
Under the marketing mode dominated by independent marketing, the company and Qingdao Baheal Medical Inc(301015) recently reached a cooperation consensus on the promotion of paclitaxel polymer micelles for injection in designated areas outside their own operation, and signed the market promotion service agreement. This cooperation mode will become an important supplement to the company’s existing marketing mode.
The signing of the agreement is conducive to the company’s rapid formation of sales capacity, accelerating market penetration and improving profitability, which is expected to have a positive impact on the company’s operating performance this year and in the future.
During the performance of the agreement, there may be a risk that the performance effect of the agreement will not meet the expectations due to factors such as changes in the market environment. Please make careful decisions and pay attention to preventing investment risks.
1、 Basic information of service agreement signing
Shanghai Yizhong Pharmaceutical Co.Ltd(688091) (hereinafter referred to as “the company”, “688091}” or “party a”) and Qingdao Baheal Medical Inc(301015) (hereinafter referred to as ” Qingdao Baheal Medical Inc(301015) ” or “Party B”) reached an agreement on Shanghai Yizhong Pharmaceutical Co.Ltd(688091) entrusting Qingdao Baheal Medical Inc(301015) to carry out the promotion service of designated products in the designated area through friendly negotiation, and recently signed the market promotion service agreement (hereinafter referred to as “the agreement”), as follows:
(I) basic information of the other party
Company name: Qingdao Baheal Medical Inc(301015)
Unified social credit Code: 91370200770281005n
Legal representative: Fu Gang
Registered capital: 525.1 million yuan
Date of establishment: March 8, 2005
Company nature: joint stock limited company (listed)
Address: No. 88, Kaifeng Road, Shibei District, Qingdao, Shandong
Major shareholder: Qingdao Baheal Medical Inc(301015) Group Co., Ltd
Main business: drug retail; Wholesale of drugs; Operation of hazardous chemicals; Class III medical device business; Class III medical device leasing; Urban distribution and transportation services (excluding dangerous goods); The second category of value-added telecommunications services; Internet information services; Road cargo transportation (excluding dangerous goods). (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments, and the specific business items shall be subject to the approval documents or licenses of relevant departments) general items: import and export of goods; Food sales (only pre packaged food); Internet sales of food (only pre packaged food); Sales of infant formula milk powder and other infant formula foods; Sales of health food (prepackaged); Sales of formula food for special medical purposes; Sales of class I medical devices; Sales of class II medical devices; Retail of sporting goods and equipment; Cosmetics retail; Sales of daily necessities; Wholesale of kitchenware, sanitary ware and daily sundries; Sales of disinfectants (excluding hazardous chemicals); Sales of household appliances; Repair of special equipment; Class II medical device leasing; Low temperature storage (excluding hazardous chemicals and other items requiring approval); General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Health consulting services (excluding diagnosis and treatment services); Marketing planning; Information consulting services (excluding licensed information consulting services); Non residential real estate leasing; Technology import and export. (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)
Relationship with listed companies: the company has no relationship with Qingdao Baheal Medical Inc(301015) .
Qingdao Baheal Medical Inc(301015) is a company listed on the gem of Shenzhen Stock Exchange. It is in good financial condition, has good reputation and performance ability, and is not a dishonest executee.
(II) review and decision-making procedures and review conditions performed after signing the agreement
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 power is within the authority of the general manager. The company has fulfilled the internal approval procedures for signing this agreement.
2、 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 transfer relevant information according to the product knowledge information approved by Party A and act in accordance with the legal requirements. Any legal risks or economic losses caused by failing to promote the product information approved by Party A shall be borne by Party B.
2. Payment of marketing service fees
If Party B provides market promotion services according to the requirements of this agreement, Party A will pay Party B the corresponding service fee, and Party A will pay Party B 40% – 44% of the market promotion service fee according to the product market maturity.
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
The compensation of the other party under this Agreement shall not be limited to the travel expenses, appraisal fees and other losses suffered by the other party under this agreement.
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.
3、 Impact on the company
This agreement specifies the cooperative promotion product “paclitaxel polymer micelle for injection” as the core product of the company. It is the first paclitaxel micelle product not listed at home and abroad approved by the State Drug Administration. It belongs to the national class 2.2 new drug and the national major new drug creation project. Qingdao Baheal Medical Inc(301015) is a leading health brand commercialization platform in China, covering the operation, wholesale distribution and retail of global high-quality medical and health brands. Qingdao Baheal Medical Inc(301015) has cooperated with more than 14000 large and medium-sized hospitals and more than 360000 pharmacies. Through the promotion and cooperation with Qingdao Baheal Medical Inc(301015) , the company is conducive to the rapid formation of sales capacity, accelerate market penetration and improve profitability. The company insists on implementing the marketing mode focusing on independent marketing and continues to explore innovative marketing modes. The marketing cooperation mode formed with Qingdao Baheal Medical Inc(301015) this time will become an important supplement to the company’s existing marketing mode.
4、 Risk tips
The signing of this agreement is expected to have a positive impact on the company’s operating performance in this year and future years. During the performance of the agreement, there may be a risk that the performance effect of the agreement may not meet the expectations due to changes in the market environment and other factors. The company will timely perform the obligation of information disclosure in accordance with the provisions of relevant laws, regulations and normative documents. Please make careful decisions and pay attention to preventing investment risks.
It is hereby announced.
Shanghai Yizhong Pharmaceutical Co.Ltd(688091) board of directors February 14, 2022
