Securities code: 300511 securities abbreviation: Shanghai Xuerong Biotechnology Co.Ltd(300511) Announcement No.: 2022-010 bond Code: 123056 bond abbreviation: Xuerong convertible bond
Shanghai Xuerong Biotechnology Co.Ltd(300511) about
Announcement on the signing of OEM transaction basic contract between subsidiary and Sinopharm Jingteng Co., Ltd
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:
1. The OEM transaction basic contract signed this time is a framework agreement for cooperation between both parties. The specific contents are subject to individual contracts. The signing of this contract will not have a significant impact on the performance of the company this year.
2. There are performance risks in the performance of this contract due to major changes in market environment, operation management and other factors. Please pay attention to investment risks.
1、 Basic information of the agreement
1. On February 18, 2022, Shanghai Shanghai Xuerong Biotechnology Co.Ltd(300511) (hereinafter referred to as “the company”), a wholly-owned subsidiary of Shanghai Xuerong Biotechnology Co.Ltd(300511) Pharmaceutical Co., Ltd. (hereinafter referred to as “Xuerong pharmaceutical”), signed the OEM transaction foundation contract with Jingteng Hanfang Pharmaceutical Co., Ltd. (hereinafter referred to as “jingtenghanfang”) for the processing of products based on “functional food with spirulina as raw material”.
2. Review and decision-making procedures for the executed and yet to be executed contracts
According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the contents of the contract do not need to be submitted to the board of directors and the general meeting of shareholders for deliberation. According to the progress of subsequent specific cooperation matters, the company will timely perform the corresponding review procedures and information disclosure obligations in accordance with relevant regulations.
3. The contract signed this time does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of partners
1. Name: Jingteng Hanfang Co., Ltd
2. Address: No. 1, No. 4, erdingmu, East Osaka mayor, Osaka Prefecture, Japan
3. Legal representative: Inoue tosheng
4. Registered capital: 99 million yen
5. Business scope: production and sales of pharmaceutical products, non pharmaceutical products, cosmetics and health food
Sinorama Inoue has no relationship with the company.
3、 Main contents of OEM transaction basic contract
Shanghai Shanghai Xuerong Biotechnology Co.Ltd(300511) Pharmaceutical Co., Ltd. (hereinafter referred to as “party a”) and Jingteng Hanfang Pharmaceutical Co., Ltd. (hereinafter referred to as “Party B”) have the following contracts (hereinafter referred to as “this contract”) related to the agent processing transaction of products based on “Spirulina functional food” (hereinafter referred to as “this product”).
Article 1 (purpose)
The products sold by Party A are entrusted to Party B for production. Party B shall manufacture the product in accordance with the prior negotiation between Party A and Party B and the agreement, and Party A shall buy the qualified product produced by Party B.
Article 2 (specifications)
With regard to the specifications of this product, Party A shall, after consultation between Party A and Party B, prepare specifications, including production process, production parameters, raw material quality, formula and other requirements, and send them to Party B, and take the specifications as an annex to this agreement.
Article 3 (individual contract)
The following clause of this contract stipulates the basic matters of common application of individual contracts. If there are provisions different from this contract in the individual contract, the provisions of this individual contract shall be observed.
Party A sends Party B a purchase order recording the name, quantity, purchase price, delivery date, delivery place and other contents to order the product from Party B. in principle, Party B shall reply to the confirmation by fax or e-mail. Once confirmed, it will announce the establishment of individual purchase contracts.
Article 4 (intellectual property rights)
Party B shall mark Party A’s trademark on the product and its packaging materials according to the methods and methods instructed by Party A.
The intellectual property rights of the trademark, patent, trade name, logo, outer packaging design and technology of the product entrusted by Party A to Party B shall be owned by Party A. without the prior written consent of Party A, Party B shall not use Party A’s trademark for any product or matter other than the product or the subject matter of this agreement, Any product marked with Party A’s trademark shall not be sold to a third party other than Party A, nor shall the product and relevant Party A’s intellectual property be publicized or used.
If Party B produces, sells or publicizes the use of this product and Party A’s intellectual property rights related to this product without Party A’s prior written consent, Party B shall bear the legal liabilities arising therefrom.
Article 5 (delivery)
Party B shall deliver the product to the place designated by Party A within the time limit designated by Party A. Before the delivery of the product, the relevant transportation risks, product risks and responsibilities shall be borne by Party B. The specific time limit shall be negotiated by both parties separately. Article 6 (payment method)
50% of the order amount shall be paid in advance when the order is issued, and the balance shall be paid before the product is completed and shipped.
Article 7 (Prohibition of competition)
Without the prior written consent of Party A, Party B shall not sell the same or similar products to any third party other than Party A.
Article 8 (termination and breach of contract)
1. Unless otherwise agreed in this agreement, if Party A and Party B have the following circumstances, the other party shall terminate this agreement after receiving a written notice from the other party.
(1) Violate the obligations of this Agreement and still cannot be relieved within the limited period after the other party notifies and requires rectification within a time limit;
(2) Being punished by suspension of business, revocation of business license, etc;
(3) There are bankruptcy commencement procedures, company reorganization commencement procedures and special liquidation applications;
(4) When the payment is stopped or cannot be paid without reasonable reasons, or invoices and bills are not provided, or other breach of contract makes the purpose of the contract impossible;
(5) When deciding to dissolve, merge or transfer all or a significant part of the business;
(6) The purpose of the contract cannot be achieved due to force majeure;
(7) Stop or delay or fail to deliver the product for more than 30 days;
(8) Before the expiration of the time limit for performance, one party clearly indicates or indicates by its own behavior that it will not perform its main debts.
2. If one party breaches the contract before the termination of this agreement, the other party shall still have the right to claim, which shall not be affected by the termination or cancellation of this agreement.
3. Any breach of this agreement by either party shall constitute a breach of contract. Both parties agree that the breaching party shall bear all responsibilities, obligations, losses, compensation, liquidated damages, punishment, judgment, litigation, costs, expenses and compensation, including all expenses related to litigation and arbitration, such as lawyer’s fees, litigation and arbitration fees, notarization fees, translation fees and so on, And compensate the other party for no loss.
Article 9 (term of validity)
The term of validity of this contract is 1 year from the date when the contract is signed and takes effect. However, if Party A and Party B do not give the other party a notice to terminate the contract three months before the expiration, the contract will be automatically extended for one year.
Article 10 (others)
This contract is written in Chinese and Japanese. In case of semantic conflict between the two, the Japanese shall prevail.
For matters not covered in this contract, both parties may sign a supplementary contract. All supplementary contracts are deemed to be an integral part of this contract and have the same legal effect as this contract.
For matters not covered in this contract or amendments or supplements to this contract, both parties may sign a supplementary contract, which shall take effect only after being signed in writing by both parties.
4、 Impact on the company
Xuerong pharmaceutical has signed the OEM transaction basic contract with Jingteng Hanfang this time, which will make full use of the company’s research on edible fungus extract for many years and produce on a large scale β- For the functional food with 1,3 glucan (mainly extracted from Spirulina) as the main component, the company will quickly open the market based on this product and gradually expand to the field of drugs. This cooperation is a breakthrough in the commercialization of edible fungus extract. The company will conduct in-depth cooperation with partners to maximize the value of edible fungi and extend the industrial chain of edible fungi.
5、 Risk tips
In the performance of the OEM transaction basic contract signed with Sinochem Jingteng, there are performance risks caused by major changes in market environment, operation management and other factors. Please pay attention to investment risks.
6、 Documents for future reference
1. OEM transaction basis contract.
It is hereby announced.
Shanghai Xuerong Biotechnology Co.Ltd(300511) board of directors February 21, 2022
