Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
Relevant instructions on this transaction
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company" and "the listed company") intends to provide services to Wang Yuan (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. issued shares and paid cash to purchase 100% equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. (hereinafter referred to as "target company" and "YaoYuan medicine") held by it. At the same time, it plans to issue shares to Shanghai Anshu Information Technology Co., Ltd., the controlling shareholder, to raise supporting funds (hereinafter referred to as "this transaction"). As no independent financial advisor has been hired for this transaction, Therefore, the board of directors combines the measures for the administration of major asset restructuring of listed companies (hereinafter referred to as the "measures for the administration of restructuring"), the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies (hereinafter referred to as the "provisions on Several Issues"), and the standards for the content and format of information disclosure of companies offering securities to the public No. 26 - major asset restructuring of listed companies (revised in 2022) (hereinafter referred to as "format standard No. 26"), self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 6 - major asset restructuring (hereinafter referred to as "regulatory guidelines No. 6") and other relevant provisions, The following description is made for the plan for Shanghai Haoyuan Chemexpress Co.Ltd(688131) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions (hereinafter referred to as the "plan") disclosed this time:
1、 Whether the plan prepared this time complies with the provisions or requirements of the reorganization management measures, provisions on certain issues, Standard No. 26 and regulatory guidance No. 6
The plan prepared by the board of directors shall be prepared in accordance with the requirements of standard format No. 26 and regulatory guidance No. 6. In addition, because the audit and evaluation related to this transaction have not been completed, the company also reminded the relevant risks in the plan.
In conclusion, the plan prepared by the board of directors of the company meets the requirements of the reorganization management measures, provisions on certain issues, Standard No. 26 and regulatory guidance No. 6.
2、 Whether the counterparty has issued commitments and statements in accordance with the requirements of Article 1 of the provisions on certain issues, and whether they have been disclosed in the plan
According to Article 1 of the provisions on certain issues, The directors shall be jointly and severally liable for any material misstatement or omission of the listed company's assets and the promises made by the other party, and shall guarantee the truthfulness and completeness of the material statements and commitments made by the listed company.
The counterparties of this transaction have issued written commitments and statements in accordance with the requirements of Article 1 of the provisions on certain issues, which have been clearly recorded in the reorganization plan and announced at the same time with the resolution of the board of directors of the listed company.
3、 Whether the company has signed a conditional transaction contract with the counterparty for this major asset restructuring; Whether the effective conditions of the transaction contract meet the requirements of Article 2 of the provisions on certain issues, whether the main terms of the transaction contract are complete, and whether the retention terms, supplementary agreements and preconditions attached to the transaction contract have a substantial impact on the progress of the transaction
According to Article 2 of the provisions on certain issues, "If a listed company holds a board of directors meeting for the first time to consider a major asset reorganization, it shall sign a conditional transaction contract with the corresponding counterparty on or before the board of directors meeting. The transaction contract shall specify that the transaction contract shall come into force once the major asset reorganization is approved by the board of directors and the general meeting of shareholders of the listed company and the CSRC.
Where a major asset reorganization involves the issuance of shares to purchase assets, the transaction contract shall specify the number or quantity range of shares to be subscribed by a specific object, the subscription price or pricing principle, the sales restriction period, as well as the basic information of the target assets, the transaction price or pricing principle, the time arrangement of asset transfer or delivery and the liability for breach of contract. ".
In this transaction, the company has signed the framework agreement on the acquisition of equity of YaoYuan Pharmaceutical Chemistry (Shanghai) Co., Ltd. with conditional effect with the counterparty, and set out the effective conditions of the agreement and the information related to the share issuance related to this transaction in the plan. The effective conditions meet the requirements of Article 2 of the provisions on certain issues. The main terms of the agreement are complete, and the effective conditions will not have a material impact on the progress of this transaction. 4、 Whether the board of directors of the company has made clear judgments on relevant matters in accordance with the requirements of Article 4 of the provisions on certain issues and recorded them in the resolution records of the board of directors
The fourth meeting of the third board of directors of the company deliberated and approved the proposal on the compliance of this transaction with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The board of directors of the company held that: 1. The underlying assets of this transaction are 100% equity of pharmaceutical drugs, and do not involve project initiation, environmental protection, industry access, land use, planning Construction and other related matters for approval. The matters to be approved involved in this transaction have been disclosed in detail in the plan for Shanghai Haoyuan Chemexpress Co.Ltd(688131) issuing shares and paying cash to purchase assets and raising supporting funds and related party transactions, and special tips have been made on the risks that may not be approved.
2. The underlying asset of this transaction is 100% equity of drug source drugs. According to the commitment issued by the counterparty, the counterparty has legally owned the complete rights of the underlying asset, and there is no restriction or prohibition of transfer, nor is there any false investment made by the counterparty or affecting the legal survival of the underlying company.
3. Before this transaction, the company and drug source drugs operated independently and had complete assets. After the completion of this transaction, YaoYuan medicine will become a wholly-owned subsidiary of the company, which is conducive to enhancing the company's anti risk ability and improving the company's comprehensive competitiveness. The company will continue to maintain its independence in personnel, procurement, production, sales, intellectual property rights and so on.
4. This transaction can help the listed company to further extend to the field of preparations, create a comprehensive pharmaceutical R & D service integrating intermediates, APIs and preparations, and further improve the industry competitiveness of the listed company. This transaction is conducive to improving the financial situation, enhancing the sustainable profitability and enhancing the ability to resist risks. The controlling shareholders and related parties of the listed company have made relevant commitments to avoid horizontal competition, standardize related party transactions and will not affect the independence of the company.
5、 Whether the transaction plan complies with the provisions of Articles 11 and 43 of the reorganization management measures (I) the transaction complies with the relevant provisions of Article 11 of the reorganization management measures
1. This transaction complies with the national industrial policies and relevant laws and administrative regulations on environmental protection, land management and antitrust.
2. This transaction will not cause the company to fail to meet the conditions for stock listing.
3. As of the issuance date of the plan, the audit and evaluation of the target company have not been completed. After the appraisal report of the underlying assets is signed, both parties to the transaction will negotiate and determine the pricing of the underlying company of this transaction based on the appraisal value of the underlying company, and there is no case that damages the legitimate rights and interests of the company and shareholders.
4. According to the commitment issued by the counterparty, the ownership of the assets involved in this transaction is clear, there are no legal obstacles to the transfer or transfer of assets, and the treatment of relevant creditor's rights and debts is legal.
5. This transaction is conducive to enhancing the company's ability of sustainable operation, and there is no situation that may lead to the company's main assets being cash or no specific business after reorganization.
6. This transaction is conducive to the company's independence from the actual controller and its affiliates in terms of business, assets, finance, personnel and institutions, and complies with the relevant provisions of China Securities Regulatory Commission on the independence of listed companies.
7. This transaction is conducive to the formation or maintenance of a sound and effective corporate governance structure.
(II) this transaction complies with the relevant provisions of Article 43 of the reorganization management measures
1. The listed company and the target company belong to the medical research and experimental development industry. This transaction can help the listed company further extend to the preparation field and create a comprehensive pharmaceutical R & D service integrating intermediates, APIs and preparations. This transaction is conducive to improving the financial situation, enhancing sustainable profitability and anti risk ability, The controlling shareholders and related parties of the listed company have made relevant commitments to avoid horizontal competition and regulate related party transactions, which will not affect the independence of the company.
2. The company's financial and accounting report for the most recent year was issued with an unqualified audit report by a certified public accountant.
3. The company and its current directors and senior managers are not under investigation by judicial authorities for suspected crimes or under investigation by China Securities Regulatory Commission for suspected violations of laws and regulations.
4. According to the commitment issued by the counterparty, the asset ownership involved in this transaction is clear and can complete the ownership transfer procedures within the agreed time limit.
5. There is no violation of other conditions stipulated by the China Securities Regulatory Commission in this transaction. In conclusion, the board of directors of the company believes that this transaction complies with the relevant provisions of Articles 11 and 43 of the measures for the administration of major asset restructuring of listed companies.
6、 Whether the transaction complies with the provisions of article 11.2 of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and Article 7 of the review rules for major asset restructuring of companies listed on the science and Innovation Board of Shanghai Stock Exchange
According to Article 11.2 of the Listing Rules of Shanghai Stock Exchange on the science and innovation board and Article 7 of the review rules for major asset restructuring of listed companies on the science and Innovation Board of Shanghai Stock Exchange, the target assets of listed companies for major asset restructuring and issuing shares to purchase assets shall meet the positioning of the science and innovation board, and their industry shall be in the same industry or upstream and downstream with the science and innovation company, The underlying assets shall have a synergistic effect with the main business of the listed company, which is conducive to promoting the integration and upgrading of the main business and improving the sustainable operation ability of the listed company.
In this transaction, the target company is a high-tech enterprise focusing on pharmaceutical process R & D, registration and industrialization services (CMC) of APIs and preparations, GMP clinical sample production of preparations and commercial production services entrusted by MAH. Relying on its technical advantages and industrialization ability in the field of CMC of preparations, the target company has established cooperation with leading biotechnology and pharmaceutical companies at home and abroad, Provide them with one-stop services such as pharmaceutical research, registration and production. Both the listed company and the target company belong to the medical research and experimental development industry. The listed company focuses on the API CMC business. The target company has a competitive advantage in the field of preparation CMC. This transaction can help the listed company further extend to the preparation field and create a comprehensive pharmaceutical R & D Service integrating intermediates, APIs and preparations, The target company can share procurement channels, customer resources and technical platform with listed companies through this transaction, which has high synergy. After the completion of this transaction, it will help promote the integration and upgrading of main business and improve the sustainable operation ability of listed companies.
In conclusion, the board of directors of the company believes that this transaction complies with the provisions of article 11.2 of the Listing Rules of Shanghai Stock Exchange science and innovation board and Article 7 of the review rules of Shanghai Stock Exchange science and innovation board for major asset restructuring of listed companies.
7、 Whether the major asset restructuring plan prepared by the board of directors of the company has fully disclosed the major uncertainties and risks existing in this transaction
The board of directors of the company has fully disclosed the major uncertainties and risks of this transaction in the "major event tips" and "major risk tips" of the reorganization plan.
8、 Are there any false records, misleading statements or major omissions in the major asset restructuring plan prepared by the board of directors
The relevant information disclosed in the company's transaction plan is based on the documents obtained by the company. The company and its directors, supervisors and senior managers, the target company and its directors, supervisors and senior managers, and the counterparty have issued relevant statements and commitments to ensure that the relevant information disclosed or provided is true, accurate and complete without false records, misleading statements or major omissions.
It is hereby explained.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors March 5, 2022
