Securities code: 600645 securities abbreviation: Vcanbio Cell & Gene Engineering Corp.Ltd(600645) Announcement No.: 2022-008 Vcanbio Cell & Gene Engineering Corp.Ltd(600645)
Announcement on the signing of real estate leasing contract and related party transactions between the holding subsidiary and Shanghai Yanli Biotechnology Co., Ltd
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● brief content of the transaction: the company’s holding subsidiary Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. (hereinafter referred to as “Shanghai Zhongyuan Jisheng company”) plans to sign a real estate leasing contract with Shanghai Yanli Biotechnology Co., Ltd. (hereinafter referred to as “Shanghai Yanli company”), Shanghai Yanli Co., Ltd. intends to lease the podium building located at No. 1, Jinmai Road, Putuo District, Shanghai (real estate certificate No.: hufangdi Puzi real estate property right No. 027298) rented from the third party Shanghai Chunguang Industrial Co., Ltd. to Shanghai Zhongyuan Jisheng company. The lease term is from March 1, 2022 to September 30, 2031. Both parties agree that the decoration rent-free period is 3 months, From March 1, 2022 to May 31, 2022. The rent is calculated at 3.8 yuan / day / square meter, the leased building area is 5232 square meters, and the annual rent (including tax) is 7256784 yuan.
According to the agreement, Shanghai Zhongyuan Jisheng company chooses to pay the rent every three years, with a rent discount of 10%; After the discount, the total rent is 60956985.60 yuan, the rent to be paid for the first time is 17960540.40 yuan, the rent to be paid for the second time is 19593316.80 yuan, and the remaining rent to be paid for the third time is 23403128.40 yuan. ● as of this related party transaction, the related party transactions between the listed company and the same related party or between different related parties in the past 12 months have reached more than 30 million yuan, which has not reached more than 5% of the absolute value of the latest audited net assets of the listed company. This related party transaction does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
(I) basic information of related party transactions
Through friendly negotiation, Shanghai Zhongyuan Jisheng company, the holding subsidiary of the company, plans to sign a real estate leasing contract with Shanghai Yanli company. Shanghai Yanli company plans to lease the podium building located in Building 1, Jinmai Road, Putuo District, Shanghai (real estate certificate No.: hfdpz real estate property right No. 027298) rented from a third party Shanghai Chunguang Industrial Co., Ltd. to Shanghai Zhongyuan Jisheng company, The building area of the podium is 5232 square meters, and the lease term is from March 1, 2022 to September 30, 2031. Both parties agree that the decoration rent-free period is 3 months, from March 1, 2022 to May 31, 2022. The rent is calculated at 3.8 yuan / day / square meter, the leased building area is 5232 square meters, and the annual rent (including tax) is 7256784 yuan.
According to the agreement, Shanghai Zhongyuan Jisheng company can choose the following methods to pay the rent:
a. Pay the rent every three months without any discount;
b. Pay the rent once a year, with a rent discount of 5%;
c. Pay the rent every two years, with a rent discount of 7%;
d. The rent is paid every three years with a 10% discount.
After negotiation, Shanghai Zhongyuan Jisheng company will pay the rent in the form of D. After the discount, the total rent is 60956985.60 yuan, the rent to be paid for the first time is 17960540.40 yuan, the rent to be paid for the second time is 19593316.80 yuan, and the remaining rent to be paid for the third time is 23403128.40 yuan.
Shanghai Yanli company rents this podium building from Shanghai Chunguang Industrial Co., Ltd. on an annual basis.
The real estate lease contract was signed on February 18, 2022.
(II) relationship
Shanghai Yanli company is an enterprise controlled by Ms. Chen Chunmei, the actual controller of the company. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
(III) up to this connected transaction, the connected transactions between the listed company and the same connected person or between different connected persons in the past 12 months have reached more than 30 million yuan, which has not reached more than 5% of the absolute value of the latest audited net assets of the listed company. This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to related parties
Company name: Shanghai Yanli Biotechnology Co., Ltd
Enterprise type: limited liability company (Chinese joint venture)
Registered address: room 3085, floor 3, Lane 1473, Zhenguang Road, Putuo District, Shanghai
Legal representative: Yang Hua
Registered capital: 10 million
Business scope: engaged in technology development, technology transfer, technical consultation and technical services in the field of biotechnology, and sales of daily necessities, rubber and plastic products, chemical products (except hazardous chemicals, MCCs, fireworks and firecrackers, civil explosives and precursor chemicals), class I medical devices and class II medical devices, E-commerce (not engaged in value-added telecommunications and financial services).
Main controlling or actual controller: Chen Chunmei
Shanghai Yanli company was established on September 20, 2016. The main financial indicators of Shanghai Yanli company in 2021 are: total assets of 52.7059 million yuan, net assets of 26.3893 million yuan, operating income of 11000 yuan and net profit of -4.7107 million yuan in 2021.
Shanghai Yanli company and the company are both enterprises controlled by Ms. Chen Chunmei, the actual controller. In addition, there is no relationship with listed companies in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Basic information of related party transactions
(I) subject matter of transaction
1. The real estate leased by Shanghai Zhongyuan Jisheng company this time is: the podium building of No. 1 Jinmai Road, Putuo District, Shanghai (real estate certificate No.: hufangdi Puzi immovable property right No. 027298), with a construction area of 5232 square meters, a total of 3 floors, the rental area of 2075 square meters for the first floor, 2157 square meters for the second floor and 1000 square meters for the third floor in the west area, as well as the existing roads Greening, power equipment, water supply facilities, fire-fighting facilities, elevators and other ancillary facilities. Shanghai Yanli company also provides some underground equipment rooms, storage rooms and parking garages as supporting rooms.
Shanghai Yanli company provides a 15 mu green area as supporting facilities for use.
Fire protection grade: class C.
2. The leased real estate is obtained by Shanghai Yanli company from the third party Shanghai Chunguang Industrial Co., Ltd. Shanghai Chunguang Industrial Co., Ltd. is an industry held by Taopu Chunguang villagers’ committee, and has no equity and other related relationship with Shanghai Yanli company and the actual controller.
(II) pricing policy
After careful and multi-party investigation by the company, there are few properties suitable for the construction of standard GMP preparation laboratory and comprehensive cell repository. The building meets various conditions for medical use, such as load-bearing, floor height, ventilation equipment, power and waste treatment. On this basis, the price is reasonable compared with other surrounding houses (see the table below for details); Moreover, the lease price is consistent with the price in the real estate lease contract signed by Shanghai Yanli company and Shanghai Chunguang Industrial Co., Ltd., which is a normal commercial transaction price, and the pricing is reasonable and fair.
According to the public information of 58 properties in the same city, the rental price of comprehensive operating properties with an area of more than 2000 square meters in Putuo District is as follows:
Rent free period of property construction area
New hardcover 3650 m2, No. 2161, Zhongshan North Road, Putuo District, 4.8 yuan / m2 / day per month
Building single family property
New hardcover 4300 m2, No. 2161, Zhongshan North Road, Putuo District, 5 yuan / m2 / day per month
Building single family property
Zhe Jiang Li Zi Yuan Food Co.Ltd(605337) Putuo Tiandi Science & Technology Co.Ltd(600582) Park office building 2286.41 M2 2 months 3.9 yuan / m2 / day
Among them, the two properties located in Zhongshan North Road have higher prices; The property located in Putuo Tiandi Science & Technology Co.Ltd(600582) park can be used in life medicine and health, science and technology, finance and other industries. It is similar to the situation of the leased assets. Its construction area is less than the leased assets, the rent free period is short and the rent is slightly higher. In conclusion, the pricing of the leased assets is reasonable. 4、 Main contents and performance arrangements of related party transactions
Subject of real estate lease contract:
Party A (lessor): Shanghai Yanli Biotechnology Co., Ltd
Party B (lessee): Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd
Article 1 leasing purpose of real estate
1. The real estate leased by Party A is the podium building of No. 1 Jinmai Road, Putuo District, Shanghai (real estate certificate No.: hfdpz real estate property right No. 027298), with a construction area of 5232 square meters and a total of 3 floors. The leased area is 2075 square meters for the first floor, 2157 square meters for the second floor and 1000 square meters for the third floor of the west area, as well as the existing roads, greening, power equipment Water supply facilities, fire-fighting facilities, elevators and other ancillary facilities of the house. Party A also provides some underground equipment rooms, storage rooms and parking garages as supporting rooms.
Party A shall provide a 15 mu green area as supporting facilities for Party B.
Fire protection grade: class C.
The above are collectively referred to as “leased property” in this agreement.
2. Party B knows that the leased property is obtained by Party A from the third party Shanghai Chunguang Industrial Co., Ltd. (hereinafter referred to as Shanghai Chunguang). Party B promises to Party A that the leased property is used for medical and office purposes, and the purpose is in line with the industrial orientation of the local government and the agreement of the lease contract between Party A and Shanghai Chunguang. And guarantee to strictly abide by the provisions of the state and this Municipality on real estate use and property management during the lease period. If Party B has other purposes, it can only be used after Party A’s written consent and Party B’s own license in accordance with laws and regulations.
Article 2 lease term
The lease term of this contract is from March 1, 2022 to September 30, 2031. Since Party B needs to decorate the whole podium building for a long time, both parties agree that the rent free period is three months, from March 1, 2022 to May 31, 2022.
Article 3 rent
1. The rent is calculated at 3.8 yuan / day / square meter, the leased building area is 5232 square meters, and the initial annual rent (including tax) is 7256784 yuan. The rent is calculated from the effective date of this Agreement (except the rent free period), which is paid first and then used, and Party B shall pay it to the account designated by Party A within 10 days before the beginning of the next settlement cycle, Party A shall issue a special VAT invoice (tax rate 9%) for the corresponding rent. Party A also provides the building area of some underground equipment rooms, parking garages and storage rooms for supporting use. The rent is not calculated separately. This part of the rent has been included in the rent agreed in this contract.
2. Party B can choose the following ways to pay the rent:
a. Pay the rent every three months without any discount;
b. Pay the rent once a year, with a rent discount of 5%;
c. Pay the rent every two years, with a rent discount of 7%;
d. The rent is paid every three years with a 10% discount.
After negotiation, Party B shall pay the rent in the form of D. After the discount, the total rent is 60956985.60 yuan, the rent to be paid for the first time is 17960540.40 yuan, the rent to be paid for the second time is 19593316.80 yuan, and the remaining rent to be paid for the third time is 23403128.40 yuan.
Article 15 dispute resolution
Any dispute between Party A and Party B during the performance of this contract shall be settled through negotiation; If no settlement can be reached through negotiation, either party may bring a lawsuit to the people’s Court of the place where the leased property is located according to law. The reasonable expenses paid by the observant party for safeguarding its legitimate rights and interests, including but not limited to lawyer’s fees, litigation fees, announcement fees, notarization fees, preservation fees, etc., shall be borne by the breaching party.
Article 16 other provisions
1. This contract shall come into force after being affixed with official seals by Party A and Party B and reviewed and approved by the board meeting of Party B.
5、 Purpose of related party transactions and its impact on Listed Companies
Shanghai Zhongyuan Jisheng company plans to lease the real estate from Shanghai Yanli company mainly for the following reasons: in view of the fact that the subsidiary of Shanghai Yanli company has submitted a request for instructions to Shanghai Putuo District Health Committee for the establishment of a rehabilitation hospital, it plans to apply for the construction of a hospital integrating outpatient, inpatient and rehabilitation in the main building of No. 1 Jinmai Road, Putuo District, Shanghai, A highly professional rehabilitation hospital focusing on medium and high-end rehabilitation treatment. According to its application data, the proposed hospital is a level III specialty, with a total area of 30 mu, a construction area of 25000 square meters and 300 beds, of which the number of rehabilitation beds is no less than 75%. It is estimated that the annual outpatient volume will be more than 100000, providing high-end technology and services for Lbx Pharmacy Chain Joint Stock Company(603883) in Shanghai and its surrounding areas Comprehensive and continuous rehabilitation medical services; Shanghai Zhongyuan Jisheng company leases its podium building and helps its immune cell storage and other businesses with the help of relevant resources of the rehabilitation hospital. At the same time, it also meets the needs of its long-term operation and development; At the same time, in order to avoid the risk of rising rent around the rehabilitation hospital after its completion, it is planned to give priority to renting the podium building for a long time at the current normal market price.
This leasing service is required for the normal production and operation activities of the subsidiary. Shanghai Zhongyuan Jisheng company will build a cell life experience hall, GMP preparation laboratory and comprehensive cell repository on this site for the development of cell storage and preparation. In the later operation, Shanghai Zhongyuan Jisheng company will carry out business independently and will not increase related party transactions due to direct business transactions with Shanghai Yanli company and other related parties. The main business will not rely on related parties due to this related party transaction and will not affect its independence; The lease price is consistent with the price in the real estate lease contract signed by Shanghai Yanli company and Shanghai Chunguang Industrial Co., Ltd. It is a normal commercial transaction price, the pricing is fair and reasonable, and there is no harm to shareholders
