Securities code: 688131 securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Announcement No.: 2022-020 Shanghai Haoyuan Chemexpress Co.Ltd(688131)
About planning to issue shares and pay cash to purchase assets and raise supporting funds
Suspension notice of matters
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.
1、 Reasons for suspension and work arrangement
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company") is planning to issue shares and pay cash to purchase assets and raise supporting funds. The company plans to issue shares and pay cash to Wang Yuan, Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. acquired 100% equity (hereinafter referred to as "target assets") of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. (hereinafter referred to as "YaoYuan drugs"), and plans to issue shares to Shanghai Anshu Information Technology Co., Ltd., the controlling shareholder of the company, to raise supporting funds of no more than 50 million yuan.
According to the preliminary calculation, this transaction is not expected to 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, and will not lead to the change of the actual controller of the company. In view of the fact that this transaction intends to issue shares to Shanghai Anshu Information Technology Co., Ltd., the controlling shareholder of the company, to raise supporting funds, this transaction constitutes a connected transaction.
Due to the uncertainty of the matter, in order to ensure fair information disclosure, safeguard the interests of investors and avoid significant impact on the company's share price, according to the relevant provisions of Shanghai Stock Exchange, the trading of the company's shares (Securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) , securities code: 688131) will be suspended from the opening of the market on Monday, February 21, 2022, It is expected that the trading suspension will not exceed 10 trading days.
During the suspension period, the company will, in accordance with the measures for the administration of major asset restructuring of listed companies, the special provisions on major asset restructuring of listed companies on the science and innovation board, and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 4 - suspension and resumption of trading According to the requirements of the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 6 - major asset restructuring and other documents, the obligation of information disclosure shall be fulfilled in time, and the plan for issuing shares and paying cash to purchase assets examined and approved by the board of directors shall be disclosed before the expiration of the suspension period, and the trading shall be resumed at the same time.
2、 Basic information of this transaction
1. Basic information of transaction object
The underlying asset of this transaction is 100% equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. The basic information of drug sources is as follows:
Company name: YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd
Unified social credit code 91310115754775099w
Company type: limited liability company (foreign investment, non sole proprietorship)
Company domicile: No. 12, Lane 67, libing Road, China (Shanghai) pilot free trade zone (type a building)
Legal representative: Wangyuan (Wang Yuan)
The registered capital is 26.0396 million yuan
Date of establishment: September 28, 2003
In the fields of biotechnology, chemical technology and medical technology (except human stem cells, gene diagnosis and
Technology development, technology transfer, technical consultation and technical service of treatment technology (development and application)
Business scope: business affairs; Production of pharmaceutical intermediates and chemical products (excluding hazardous chemicals and precursor chemicals)
Produce and sell self-produced products, as well as the wholesale, import and export, commission agency (auction) of the above similar products
And related supporting services; Entrusted production of drugs (see drug marketing license holder for details)
Drug registration approval document). [projects subject to approval according to law can be opened only after being approved by relevant departments
[business activities]
2. Basic information of the counterparty
The counterparties of this transaction are Wang Yuan, Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) and Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd. Since this transaction is still in the process of negotiation, the final counterparty shall be subject to the announcement information subsequently disclosed by the company.
3. Transaction mode
This transaction intends to purchase assets by issuing shares and paying cash, and raise supporting funds at the same time. There is still uncertainty in this transaction, and the specific transaction mode and transaction scheme shall be subject to the information disclosed in the subsequent announced reorganization plan or reorganization report.
3、 Intention document of this transaction
On February 18, 2022, the company signed the intention agreement with YaoYuan pharmaceutical and its shareholder Wang Yuan, Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), Qidong Yuanli enterprise management consulting partnership (limited partnership) and Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd, It is agreed that the company will purchase 100% equity of drug source drugs by issuing shares and paying cash. The total equity value of the target company shall be finally determined by all parties through negotiation on the basis of the evaluation value issued by the evaluation institution with securities practice qualification. The agreement of intent is the preliminary intention reached by the trading parties on this transaction. The specific scheme and relevant terms of this transaction shall be determined by the trading parties through separate negotiation and signing formal documents.
4、 Risk tips
At present, the transaction is in the planning stage, the parties to the transaction have not signed a formal transaction agreement, the specific transaction scheme is still under discussion and demonstration, and there is still uncertainty. This transaction still needs to be deliberated by the board of directors and the general meeting of shareholders of the company and approved by the competent regulatory authority. Whether it can pass the approval is still uncertain.
The information disclosure media designated by the company are securities times, Securities Daily, China Securities News, Shanghai Securities News and the website of Shanghai Stock Exchange (www.sse. Com. CN), The information about this transaction of the company shall be subject to the information published in the above designated information disclosure media. Please pay attention to the follow-up announcement and pay attention to the investment risk.
It is hereby announced.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
February 19, 2022
