Securities code: 600739 securities abbreviation: Liaoning Chengda Co.Ltd(600739) Announcement No.: pro 2022-016 Liaoning Chengda Co.Ltd(600739)
Announcement on the company's holding subsidiary Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. transferring relevant assets of Benxi human vaccine base to its wholly-owned subsidiary
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. Liaoning Chengda Co.Ltd(600739) (hereinafter referred to as "the company") held the 8th (Interim) meeting of the 10th board of directors on February 22, 2022, and deliberated and adopted the proposal on the transfer of relevant assets, liabilities and personnel of Benxi human vaccine base to its wholly-owned subsidiary by the company's holding subsidiary Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd, It is agreed that the company's holding subsidiary Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as " Liaoning Chengda Biotechnology Co.Ltd(688739) ") will transfer its assets and liabilities related to Benxi human vaccine business to its wholly-owned subsidiary Liaoning Chengda Biotechnology Co.Ltd(688739) (Benxi) Co., Ltd. (hereinafter referred to as "Benxi subsidiary") according to the net book value on January 31, 2022. The board of directors of the company authorizes the management of the company to handle the specific matters of the above matters, and the specific circumstances are hereby announced as follows:
1、 Overview of this transfer
In order to further promote the construction of Benxi human vaccine base and accelerate the development of human vaccine business, Liaoning Chengda Biotechnology Co.Ltd(688739) plans to transfer the relevant assets, liabilities and personnel of Benxi human vaccine business to its wholly-owned subsidiary Benxi subsidiary.
This transfer 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. According to the provisions of the Listing Rules of Shanghai Stock Exchange and the articles of association, the transfer has been deliberated and adopted at the eighth (Interim) meeting of the 10th board of directors held on February 22, 2022 (voting results: 9 votes in favor, 0 votes against and 0 abstention). It does not need to be submitted to the general meeting of shareholders for deliberation.
（1） Purpose of this transfer
1. This transfer will further enhance the strength of Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi subsidiary and promote the development of human vaccine business in Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi base.
2. This transfer will help Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi subsidiary further improve its production quality management system, and then apply for drug production license independently, realize the territorial management of drug administration, and create better conditions for future development. 3. After this transfer, Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi subsidiary's strength is further strengthened, which helps to improve its position in the biomedical industry of Benxi high tech Zone, so that Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi subsidiary can better enjoy the industrial policies of the local government.
(II) basic information of transfer parties
1. Draw out party
(1) Company name: Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
(2) Unified social credit Code: 91210000738792171j
(3) Company type: joint stock company
(4) Registered address: No. 1, Xinfang street, Hunnan New District, Shenyang
(5) Legal representative: Li Ning
(6) Registered capital: RMB 416 million four hundred and fifty thousand only
(7) Business term: from June 17, 2002 to long term
(8) Business scope: research and development of biological drugs, vaccine production (the specific items shall be subject to the drug production license), import and export of goods and technologies (except for the varieties prohibited by the state, and the restricted varieties can be operated only after obtaining the license). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments) 2. Transfer in Party
(1) Company name: Liaoning Chengda Biotechnology Co.Ltd(688739) (Benxi) Co., Ltd
(2) Unified social credit Code: 91210500ma7ccnq98j
(3) Company type: limited liability company (sole proprietorship of legal person)
(4) Registered address: No. 6, Xianyu Road, Benxi high tech Industrial Development Zone, Benxi City, Liaoning Province
(5) Legal representative: Mao Yu
(6) Registered capital: RMB 100 million only
(7) Business term: from November 22, 2021 to long-term
(8) Business scope:
Licensed items: drug production (for items subject to approval according to law, business activities can be carried out only after approval by relevant departments, and the specific business items shall be subject to the approval results)
General projects: medical research and experimental development (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
3. Relationship between transferor and transferee
As of the disclosure date of this announcement, the company holds Liaoning Chengda Biotechnology Co.Ltd(688739) 227663764 shares, accounting for 54.67% of its total share capital.
Liaoning Chengda Biotechnology Co.Ltd(688739) was incorporated into Benxi subsidiary in November 2021, and Liaoning Chengda Biotechnology Co.Ltd(688739) directly holds 100% equity of Benxi subsidiary.
(III) assets and liabilities to be transferred this time
1. Liaoning Chengda Biotechnology Co.Ltd(688739) it is proposed to transfer the relevant assets and liabilities of its Benxi human vaccine business to its wholly-owned subsidiary Benxi subsidiary according to the net book value on January 31, 2022. As of the benchmark date of transfer, the assets involved in this transfer are 129.16824 million yuan, liabilities are 121.7559 million yuan and net assets are 116.992650 yuan. For the changes in transferred assets and liabilities caused by production and operation activities between the actual transfer date and the transfer base date, Liaoning Chengda Biotechnology Co.Ltd(688739) the final transfer amount will be adjusted according to the actual changes. This transfer does not change the original substantive purpose of the transferred assets.
2. The creditor's rights and debts involved in this transfer, as well as the agreements, contracts and commitments in execution, will go through the procedures of subject change. In the process of transfer, respect the wishes of the partners and properly handle the relationship between the buyer and the seller. The agreements, contracts and commitments that belong to Liaoning Chengda Biotechnology Co.Ltd(688739) or cannot be transferred according to the regulations are not included in the scope of transfer and will still be performed by Liaoning Chengda Biotechnology Co.Ltd(688739) .
3. The ownership of the above transferred assets is clear, there is no major dispute, litigation or arbitration, and there is no seizure, freezing and other circumstances that hinder the transfer of ownership.
(IV) employee resettlement involved in this transfer
The Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi subsidiary will receive the labor relations of employees related to the human vaccine business in Benxi, handle the relevant labor relations transfer procedures for employees, sign labor contracts and pay social insurance. (V) authorization
The board of directors of the company authorizes the management of the company to be responsible for handling the relevant procedures involved in this transfer, including but not limited to handling the relevant asset disposal, personnel placement, creditor's rights and debts disposal, taxation, industrial and commercial registration, etc. the authorization is valid until the above asset transfer and other related matters are completed.
2、 Description on the change of the implementation subject of Liaoning Chengda Biotechnology Co.Ltd(688739) raised investment project
(I) Liaoning Chengda Biotechnology Co.Ltd(688739) basic information of raised funds
According to the reply on Approving the registration of initial public offering of Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (zjxk [2021] No. 3019) issued by the China Securities Regulatory Commission, the initial public offering of Liaoning Chengda Biotechnology Co.Ltd(688739) RMB ordinary shares (a) is 41.65 million shares, the issue price per share is 110.00 yuan, and the total amount of raised funds is 4581.5 million yuan; After deducting various issuance expenses, the net amount of funds actually raised was RMB 4341.3794 million. The above raised funds have been verified and confirmed by the capital verification report (Rong Cheng Yan Zi [2021] No. 110z0015) issued by Rongcheng Certified Public Accountants (special general partnership) on October 25, 2021. In order to standardize the management and use of Liaoning Chengda Biotechnology Co.Ltd(688739) raised funds and protect the rights and interests of investors, Liaoning Chengda Biotechnology Co.Ltd(688739) stored the raised funds in a special account, and signed a tripartite supervision agreement on the raised funds with the recommendation institution and the commercial bank storing the raised funds. See Liaoning Chengda Biotechnology Co.Ltd(688739) on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on October 27, 2021 for details The announcement on the listing of Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. on the science and Innovation Board of initial public offering of shares disclosed on the.
(II) Liaoning Chengda Biotechnology Co.Ltd(688739) investment projects committed to raising funds in the issuance application documents
According to Liaoning Chengda Biotechnology Co.Ltd(688739) prospectus for initial public offering and listing on the science and innovation board, Liaoning Chengda Biotechnology Co.Ltd(688739) investment projects and use plans of funds raised from initial public offering are as follows:
Unit: 10000 yuan
No. project name total investment amount of project implementing entity raised capital investment amount
Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi
70752.00 22000.00 human vaccine phase I project construction branch of 1 Xi branch
2 Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) human Liaoning Chengda Biotechnology Co.Ltd(688739) 53016.80 53016.80 vaccine intelligent workshop construction project of Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
3 Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) human Liaoning Chengda Biotechnology Co.Ltd(688739) 83715.00 83715.00 vaccine research and development project of Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
4. Supplementary working capital project Liaoning Chengda Biotechnology Co.Ltd(688739) 45268.20 45268.20
Total - 252752.00 204000.00
(III) Liaoning Chengda Biotechnology Co.Ltd(688739) the situation and reasons for the proposed change of the implementation subject of the raised investment project
In order to further promote the construction of Benxi human vaccine base and accelerate the development of human vaccine, Liaoning Chengda Biotechnology Co.Ltd(688739) plans to transfer the relevant assets, liabilities and personnel of its Benxi human vaccine business to its wholly-owned subsidiary Benxi subsidiary. In order to ensure the smooth implementation of the Liaoning Chengda Biotechnology Co.Ltd(688739) raised investment project, Liaoning Chengda Biotechnology Co.Ltd(688739) plans to change the implementation subject of the raised investment project " Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) human vaccine phase I project of Benxi Branch of Benxi Co., Ltd." from " Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi Branch" to "Benxi subsidiary", and the relevant implementation location, implementation content and implementation scheme of the raised investment project remain unchanged. The details of the above changes to the implementation subject of the raised investment project are as follows:
Project Name: implementation subject after the original implementation subject is changed
Benxi Branch of Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Benxi subsidiary of the construction project Department of human vaccine phase I project of the branch
order
(IV) follow up arrangements
1. In order to strengthen the supervision of the raised funds, Liaoning Chengda Biotechnology Co.Ltd(688739) plans to add a special account for the raised funds to be used for the centralized storage and use of the raised funds of the project, and a new four party supervision agreement for the raised funds will be signed by Benxi subsidiary, Liaoning Chengda Biotechnology Co.Ltd(688739) , the sponsor and relevant banks.
2. Terminate Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi Branch, sponsor and Bank Of Communications Co.Ltd(601328) Dalian Branch
Signed the tripartite supervision agreement on raised funds on October 26, 2021, and cancelled the existing raised funds account (Account No.: 212060010013000536121).
3、 Impact of this transfer on the company and existing risks
(I) impact on the company
1. Liaoning Chengda Biotechnology Co.Ltd(688739) transferred the relevant assets, liabilities and personnel of its Benxi human vaccine business to its wholly-owned subsidiary, which is essentially the re division of property rights within the scope of Liaoning Chengda Biotechnology Co.Ltd(688739) consolidated statements, and further promoted the construction of Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi human vaccine base.
2. Liaoning Chengda Biotechnology Co.Ltd(688739) changed the implementation subject of the raised investment project " Liaoning Chengda Co.Ltd(600739) Jinyu Bio-Technology Co.Ltd(600201) Benxi Branch human vaccine phase I project" from " Liaoning Chengda Biotechnology Co.Ltd(688739) Benxi Branch" to "Benxi subsidiary", which did not change the investment direction and project construction content of the raised funds, and the implementation location did not change, so it was not a change of the raised investment project, It will not have a material impact on the implementation of the raised investment project, and there is no situation damaging the interests of the company and shareholders.
(II) possible risks
After this transfer, Liaoning Chengda Biotechnology Co.Ltd(688739) in the future business process, there may be uncertainty risks due to market environment, safety and environmental protection, tax incentives, vaccine industry policies and other factors. The company will pay full attention to the changes of market environment and relevant policies, give full play to its overall advantages, and take a series of measures to avoid and control possible risks, so as to constantly adapt to business requirements and market changes.
It is hereby announced.
Liaoning Chengda Co.Ltd(600739) board of directors February 23, 2022
