Securities code: Betta Pharmaceuticals Co.Ltd(300558) securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022019 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on investment in Wuhan Heyuan Biotechnology Co., Ltd. and related party transactions
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.
The 29th meeting of the third board of directors of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as " Betta Pharmaceuticals Co.Ltd(300558) " or "the company") deliberated and adopted the proposal on investment in Wuhan Heyuan Biotechnology Co., Ltd. and related party transactions, The company plans to subscribe 20010395 ordinary shares of pre IPO series newly issued by Wuhan Heyuan Biotechnology Co., Ltd. (hereinafter referred to as "Heyuan biology" or "target company") with its own capital of RMB 385 million at the price of RMB 19.24 per share (hereinafter referred to as "this investment"). Meanwhile, the related party of the company, Hangzhou Beiming equity investment fund partnership (limited partnership) (hereinafter referred to as "Beiming fund"), plans to invest 80 million yuan to subscribe for 4158004 ordinary shares in the new pre IPO round issued by Heyuan biology at the same price. The company makes joint investment with related parties, and this foreign investment constitutes a related party transaction.
1、 Overview of related party transactions
Heyuan biology is a national high-tech enterprise specializing in the research and product development of plant derived recombinant protein expression technology. It has established two technical platforms, namely "oryzhiexp" and "oryzpur", It has developed a series of new drug product pipelines of plant origin represented by plant derived recombinant human serum albumin injection (hy1001), as well as a variety of recombinant cell growth factors and recombinant proteins used in various cell culture and beauty field.
In order to expand the company's new drug innovation technology platform and accelerate the company's strategic layout in the field of disease treatment, Betta Pharmaceuticals Co.Ltd(300558) and Beiming fund jointly subscribe for the new round of pre IPO ordinary shares issued by Heyuan biotechnology at the price of 19.24 yuan per share, and it is proposed to sign the capital increase agreement on Wuhan Heyuan Biotechnology Co., Ltd. (hereinafter referred to as the "capital increase agreement"), Betta Pharmaceuticals Co.Ltd(300558) subscription quantity is 20010395 shares. After the completion of this investment, the company is expected to hold 7.60% 1 of its equity.
Beiming fund is held by Hangzhou Beijia Investment Management Co., Ltd. (hereinafter referred to as "Beijia investment") as the follow-up of this round of financing or other investors. The final shareholding ratio is subject to the list of shareholders after financing, the same below.
As a limited partnership of the general partner, Betta Pharmaceuticals Co.Ltd(300558) chairman, CEO and actual controller Dr. Ding lieming's relative Mr. Ding Shizhe holds 90% of the equity of Bega investment. According to the Shenzhen Stock Exchange GEM Listing Rules (hereinafter referred to as the "Listing Rules"), Mr. Ding Shizhe is an affiliated natural person of the listed company, and Beiming fund is a partnership controlled by the affiliated natural person of the listed company, which is an affiliated party of the listed company Betta Pharmaceuticals Co.Ltd(300558) and Beiming fund jointly invest in Heyuan biology, which constitutes a related party transaction but does not constitute a major asset reorganization.
In accordance with the relevant provisions of the listing rules, the guidelines for self-regulation of listed companies of Shenzhen Stock Exchange No. 7 - transactions and related party transactions, the Betta Pharmaceuticals Co.Ltd(300558) articles of Association (hereinafter referred to as the "articles of association"), Dr. Ding liming, a related director, has avoided voting, and the independent directors have expressed their prior approval opinions and clearly agreed independent opinions. Since the amount of this transaction and the accumulated amount involved in the connected transaction between the same connected person and the company in 12 consecutive months have reached the deliberation standard of the general meeting of shareholders, this transaction still needs to be approved by the general meeting of shareholders, and the connected person interested in the connected transaction will avoid voting.
2、 Basic information of related parties
Name: Hangzhou Beiming equity investment fund partnership (limited partnership)
Address: room 113, building 3, No. 188, Lianchuang street, Wuchang Street, Yuhang District, Hangzhou, Zhejiang Province
Executive partner: Hangzhou Beijia Investment Management Co., Ltd
Registered capital: 400 million yuan
Enterprise type: limited partnership
Unified social credit Code: 91330110ma2j2uc31k
Date of establishment: November 17, 2020
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Main partners: Ding lieming, Hangzhou Industrial Investment Co., Ltd., Hangzhou Yuhang Industrial Fund Co., Ltd., Hangzhou high tech Venture Capital Management Co., Ltd., etc.
History and development of main businesses in recent three years: Beiming fund was established on November 17, 2020 and is mainly engaged in equity investment in the field of life sciences.
Main financial indicators:
Unit: RMB 10000
Project December 31, 2021
Net assets 982680
Project from January to December 2021
Operating income 0
Net profit -173.20
Note: the above financial data have not been audited.
Description of related relationship: Beiming fund is a limited partnership with Beijia investment as the general partner. The Betta Pharmaceuticals Co.Ltd(300558) chairman, CEO and actual controller Dr. Ding lieming's relative Mr. Ding Shizhe holds 90% of the equity of Beijia investment. According to the Shenzhen Stock Exchange GEM Listing Rules, Mr. Ding Shizhe is an affiliated natural person of the listed company, and Beiming fund is a partnership controlled by the affiliated natural person of the listed company, which is an affiliated party of the listed company.
According to the inquiry of China executive information disclosure network, Beiming fund is not a dishonest executee.
3、 Basic information of related party transactions
The company subscribed for the pre IPO round of common shares newly issued by Heyuan biology, which is an equity investment. The basic information of the target company Heyuan biology is as follows:
1. Overview of the target company
Name: Wuhan Heyuan Biotechnology Co., Ltd
Address: No. 666, Gaoxin Avenue, Donghu Development Zone, Wuhan
Legal representative: Yang Daichang
Registered capital: 239134121 yuan
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Unified social credit Code: 91420100792447416g
Date of establishment: November 16, 2006
Business scope: engaged in technical research and development, technical consultation and technical services of biopharmaceutical (excluding clinical medical treatment); The transfer of intellectual property rights and the application of scientific and technological achievements; R & D, production and sales of laboratory reagents (excluding dangerous goods); Research and development, production, wholesale and retail of food and disinfection products; R & D, wholesale and retail of cosmetics; Import and export of goods, import and export of technology, import and export agency (excluding goods and technologies whose import and export are prohibited or restricted by the state) (involving licensed business projects, it can be operated only after obtaining the permission of relevant departments)
Equity structure before this investment:
Name of shareholder number of shares shareholding ratio
Yang Daichang 40285800168465%
Shanghai Tongsheng YONGYING enterprise management center (limited partnership) 200844008.3988%
Ye Jiping 172893607.2300%
Su xueteng 149878806.2676%
Shenzhen Yifeng Ruiyi Investment Center (limited partnership) 101135744.2292%
Wuhan Optics Valley biological industry venture capital fund Co., Ltd. 105649454.4180%
Wuhan Hezhong co creation enterprise management partnership (limited partnership) 100500004.2027%
Bai Caiyuan 83412003.4881%
Hainan Xinxi investment management partnership (limited partnership) 67491542.8223%
Liu Yinghua 5 Zhejiang Juhua Co.Ltd(600160) 2.3418%
Other 107 shareholders 95067648397549% in total
Total: 239134121100.00%
The current round of capital increase plan of Heyuan biology has been approved by its board of directors and general meeting of shareholders. Shareholders with existing preemptive rights have waived their preemptive rights for new shares. After the completion of this investment, the company is expected to hold 7.60% equity of Heyuan biology. 2. Financial data and main business of the latest year and the latest period
Unit: 10000 yuan
December 31, 2021 December 31, 2020
Total assets 58931702408656
Total liabilities 1205708287934
Net assets 46874622120722
Project: January December 2021 January December 2020
Operating income 250504216604
Net profit -1299518 -522093
Note: the above financial data have not been audited. As Heyuan biology is in the guidance stage of IPO, the audit work has been carried out. Before September 30, 2022, the final audit report can refer to the listing application materials or other disclosures of the target company. As a national high-tech enterprise specializing in the research and product development of plant derived recombinant protein expression technology, Heyuan biology has a series of independent core patents, has established two technology platforms, and has developed a series of plant derived new drug product pipelines represented by plant derived recombinant human serum albumin injection (hy1001), And a variety of recombinant cell growth factors and recombinant proteins used in various cell cultures and beauty fields.
(1) Heyuan biology has established two technical platforms, namely "oryzhiexp" and "oryzpur", with high technical barriers and more than 50 related patented technologies, which can be applied to biopharmaceutical, industrial biological enzymes, life science research tool enzymes and other products.
(2) Relying on the two technical platforms, Heyuan bio has developed a series of new drug product pipelines of plant origin represented by plant-derived recombinant human serum albumin injection (hy1001). At present, there are three projects under research (hy1001, recombinant human lactoferrin lysozyme oral liquid (hy1002) and recombinant human serum albumin for injection α 1-antitrypsin (botanical) (hy1003)) is in the stage of clinical trial. Among them, hy1001 has entered the phase II clinical stage of China and the United States.
