Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors
Explanation on the compliance of this transaction with Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies
Shanghai Haoyuan Chemexpress Co.Ltd(688131) (hereinafter referred to as "the company" or "the listed company") intends to provide information 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) (hereinafter referred to as "target company" and "YaoYuan pharmaceutical") Co., Ltd, At the same time, it is proposed to issue shares to the controlling shareholder Shanghai Anshu Information Technology Co., Ltd. (hereinafter referred to as "Anshu information") to raise supporting funds (hereinafter referred to as "this transaction").
After careful judgment, the board of directors of the company believes that this transaction complies with the provisions of Article 4 of the provisions on Several Issues concerning the regulation of major asset restructuring of listed companies. The specific circumstances are as follows:
1. The underlying asset of this transaction is 100% equity of drug source drugs, which does not involve project approval, environmental protection, industry access, land use, planning, construction and other related matters. 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. 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 industry competitiveness of listed companies will be further improved. 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.
It is hereby explained.
Shanghai Haoyuan Chemexpress Co.Ltd(688131) board of directors March 5, 2022
