Zhongde Securities Co., Ltd. (hereinafter referred to as “Zhongde securities” and “sponsor”) as a sponsor of Beijing Hotgen Biotech Co.Ltd(688068) (hereinafter referred to as ” Beijing Hotgen Biotech Co.Ltd(688068) ” and “company”) in the continuous supervision stage of initial public offering and listing on the science and innovation board, in accordance with the administrative measures for securities issuance and listing sponsor business The Listing Rules of Shanghai Stock Exchange’s Sci tech innovation board and other relevant provisions have carefully verified the establishment of Beijing Hotgen Biotech Co.Ltd(688068) holding subsidiaries and related party transactions. The specific circumstances are as follows:
(I) basic information of this transaction
In order to expand the company’s business needs, based on the company’s deep accumulation of R & D technology and deepen the company’s strategic direction layout from diagnosis to treatment, the company plans to explore the field of live bacteria drug R & D, so as to further optimize the company’s business structure and enhance the company’s sustainable competitiveness; At the same time, share investment risks and realize corresponding incentives through the participation of actual controllers and key managers. The company plans to establish Beijing Yujing Pharmaceutical Co., Ltd. (hereinafter referred to as “Yujing pharmaceutical”, whose final name is subject to industrial and commercial registration) with the chairman and general manager Mr. Lin Changqing and the employee stock ownership platform Beijing Yaojing enterprise management center (limited partnership) (hereinafter referred to as “Yaojing management center”), The company plans to contribute 26 million yuan with its own funds, accounting for 52.00% of the registered capital of Yujing pharmaceutical; Mr. Lin Changqing contributed 19 million yuan, accounting for 38.00% of the registered capital of Yujing pharmaceutical; Yaojing management center invested 5 million yuan, accounting for 10.00% of the registered capital of Yujing pharmaceutical. The board of directors of the company authorizes the chairman or his authorized person to sign relevant documents for the establishment of holding subsidiaries and handle other relevant matters.
(II) this transaction constitutes a connected transaction
Mr. Lin Changqing is the chairman and general manager of the company and is an affiliated natural person of the company; Mr. Lin Changqing, chairman and general manager of the company, Mr. Yu Shaohua, Mr. Wang Jijie and Mr. Shi Yongzhan, directors and senior managers, Mr. Sun Haifeng, senior managers and Ms. Li Jing, Ms. Gao Qi and Ms. Liu Xiaoli, supervisors, participated in the investment in Yaojing management center, an employee stock ownership platform. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Yaojing management center is a related party of the company. To sum up, this transaction constitutes a connected transaction.
The related party transactions of the listed company have reached more than 30 million yuan, accounting for more than 1% of the total audited assets of the listed company in the latest period.
This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and the special provisions on major asset restructuring of listed companies on the science and innovation board.
(I) description of association relationship
Mr. Lin Changqing is the chairman and general manager of the company and is an affiliated natural person of the company; Mr. Lin Changqing, chairman and general manager of the company, Mr. Yu Shaohua, Mr. Wang Jijie and Mr. Shi Yongzhan, directors and senior managers, Mr. Sun Haifeng, senior managers and Ms. Li Jing, Ms. Gao Qi and Ms. Liu Xiaoli, supervisors, participated in the investment in Yaojing management center, an employee stock ownership platform. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Yaojing management center is a related party of the company.
(II) description of related parties
1. Connected natural person
Lin Changqing, chairman, general manager and core technician of the company, directly controls 23.56% of the company’s shares, indirectly controls 6.01% of the company’s shares, and controls 29.57% of the company’s shares in total. He is the largest shareholder and actual controller of the company.
2. Affiliated legal person
Name: Beijing Yaojing enterprise management center (limited partnership)
Type: limited partnership
Executive partner: Lin Changqing
Place of business: room 210, 2 / F, building 10, yard 26, Yongwang West Road, Daxing biomedical industry base, Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Park, Daxing District, Beijing
Registered capital: 20 million yuan
Business scope: enterprise management. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Capital contribution:
No. name of shareholder subscribed capital contribution (10000 yuan) contribution proportion
1 Lin Changqing 500 25.00%
2 Yu Shaohua 100 5.00%
3 Wang Jijie 50 2.50%
4. Shi Yongzhan 100 5.00%
5 Li Jing 60 3.00%
6 Gaoqi 100 5.00%
7 Liu Xiaoli 50 2.50%
8 sun Haifeng 50 2.50%
9 other key management personnel 990 49.50%
Total 2000 100.00%
Company name: Beijing Yujing Pharmaceutical Co., Ltd
Company type: limited liability company
Registered capital: 50 million yuan
Business scope: technology promotion services; Technology development; Technical consultation; Technology transfer; Technology promotion; Technical services. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.) (subject to the business scope approved by the examination and approval authority.)
Ownership structure:
Name of shareholder subscribed capital contribution (10000 yuan) shareholding ratio contribution method
Beijing Hotgen Biotech Co.Ltd(688068) 2,600 52.00%
Lin Changqing 1900 38.00% currency
Beijing Yaojing enterprise management center (limited partnership) 500 10.00%
Total 5000 100.00%-
The name, type, business scope and ownership structure of the proposed project company shall be subject to the final approval of the Department of industry and commerce.
After the establishment of Beijing Yujing Pharmaceutical Co., Ltd., Mr. Lin Changqing, chairman and general manager, indirectly held 2.5% of the shares of Yujing pharmaceutical, the subject company of related party transactions, through Yaojing management center, and held 40.5% of the shares of Yujing pharmaceutical in total. He is the executive director of Yujing pharmaceutical.
This transaction is agreed by all parties through consultation. All parties contribute to the establishment of holding subsidiaries in currency. This transaction is carried out in accordance with the market rules, with the same shares and the same price, in line with the provisions of relevant laws and regulations, and there is no damage to the interests of the company and minority shareholders.
See “(I) basic information of this transaction” in “I. overview of related party transactions” of this announcement.
(I) necessity of related party transactions
At present, POCT is a high-tech company specializing in the production and sales of in vitro diagnostic reagents and in vitro diagnostics, mainly in the field of in vitro diagnostics.
The establishment of the holding subsidiary is mainly to expand the business field of the company, explore the research and development of live bacteria drugs, further optimize the business structure of the company, improve the sustainable competitiveness of the company, and share the investment risks and realize the corresponding incentives through the participation of the actual controller and key management personnel. Yujing pharmaceutical will focus on the research and development of live bacteria drugs in the future, study the polymorphism of microbial flora, the molecular mechanism of host microbial interaction, use live bacteria for biotherapy, and focus on intestinal microorganisms and a variety of metabolic and immune diseases. There is synergy between the business and the company of Yujing pharmaceutical, which is in line with the long-term planning and development strategy of the company and its subsidiaries.
(II) impact of related party transactions on Listed Companies
This transaction will not affect the normal operation of the company’s production and operation, and the consolidated statements will not have a significant impact on the company’s financial status and operating performance, nor damage the interests of the company and minority shareholders.
In the actual operation in the future, the target company may face uncertain factors in macroeconomic, industrial policies, market changes, operation and management, etc; At the same time, there are business risks caused by the unfavorable promotion of R & D progress, product registration and commercial promotion, and the investment income is uncertain. To this end, the company will follow the principle of being positive and prudent, establish a perfect investment decision-making mechanism and internal control system for risk prevention and control.
On February 14, 2022, the company held the 34th meeting of the second board of directors, deliberated and adopted the proposal on the establishment of holding subsidiaries and related party transactions, and the related directors Mr. Lin Changqing, Mr. Shi Yongzhan, Mr. Wang Jijie and Mr. Yu Shaohua avoided voting. The independent directors of the company have expressed their prior approval opinions and independent opinions on the above proposal.
(II) opinions of independent directors
1. Prior approval opinion
The independent directors of the company believe that the establishment of holding subsidiaries and related party transactions jointly funded by the company with Mr. Lin Changqing and Yaojing management center of employee stock ownership platform is based on the needs of the company’s strategic development and in line with the interests of the company and shareholders. This transaction follows the principle of equality and voluntariness, and the transaction price is fair and reasonable. There is no situation that damages the interests of the company and shareholders, especially minority shareholders. The independent directors agreed to submit the related party transaction to the 34th meeting of the second board of directors of the company for deliberation, and requested the board of directors and relevant personnel of the company to perform the necessary approval procedures in strict accordance with relevant laws and regulations.
2. Independent opinion
The independent directors of the company believe that the establishment of holding subsidiaries and related party transactions is conducive to the sustainable development of the company and can improve the work enthusiasm and creativity of the company’s core employees. The deliberation and voting procedures of this proposal comply with the relevant provisions of the articles of association and other relevant laws and regulations. There is no damage to the interests of the company and other shareholders, especially the interests of minority shareholders, which meets the actual development needs of the company and has a positive impact on the strategic development and daily operation of the company.
(III) deliberation procedures of the board of supervisors
The company held the 28th meeting of the second board of supervisors on February 14, 2022 to consider the proposal on the establishment of holding subsidiaries and related party transactions. Since the supervisors Ms. Li Jing, Ms. Gao Qi and Ms. Liu Xiaoli participated in the investment in Yaojing management center, an employee stock ownership platform, it is necessary to avoid voting on the above proposal. After avoiding voting, the board of supervisors was unable to form a resolution on the above proposal. Therefore, the board of supervisors directly submitted the proposal to the general meeting of shareholders of the company for deliberation.
The board of supervisors believes that the establishment of holding subsidiaries and related party transactions is conducive to expanding the business needs of the company. At the same time, it can share investment risks and realize corresponding incentives through the participation of actual controllers and key managers, which is conducive to improving the cohesion and work enthusiasm of key managers of the company. It is in line with the sustainable development and long-term interests of the company. The above proposal review procedures comply with the provisions of relevant laws and regulations, normative documents and the articles of association, and there is no situation that damages the interests of the company and all shareholders, especially minority shareholders.
The establishment of holding subsidiaries and related party transactions need to be submitted to the general meeting of shareholders of the company for deliberation.
After verification, the recommendation institution believes that:
The establishment of holding subsidiaries and related party transactions has been deliberated and approved at the 34th meeting of the second board of directors and the 28th meeting of the second board of supervisors. Due to the related relationship, the board of supervisors avoided voting, and this matter needs to be submitted to the general meeting of shareholders for deliberation. The convening and convening procedures of the board of directors and the board of supervisors and the resolution procedures of the board of directors comply with the provisions of relevant laws, regulations and the articles of association. The independent directors of the company have expressed their explicit prior approval opinions and independent opinions on the above related party transactions. The price of this connected transaction is fair and in line with the interests of the company and all shareholders, and no damage to the interests of minority shareholders is found. In conclusion, the recommendation institution has no objection to the establishment of holding subsidiaries and related party transactions.
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