Listing place: Shanghai Stock Exchange Stock Code: Shanghai Haoyuan Chemexpress Co.Ltd(688131) securities abbreviation: Shanghai Haoyuan Chemexpress Co.Ltd(688131) Shanghai Haoyuan Chemexpress Co.Ltd(688131)
Issue shares and pay cash to purchase assets and raise funds
Summary of supporting funds and related party transactions plan
Project counterparty
Wang Yuan
Issuing shares and paying cash to purchase assets Shanghai Yuanmeng enterprise management consulting partnership (limited partnership) Qidong Yuanli enterprise management consulting partnership (limited partnership) Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd
Raise supporting funds Shanghai Anshu Information Technology Co., Ltd
March, 2002
catalogue
catalogue 2 interpretation three
1、 Definition of general terms three
2、 Interpretation of special terms 3. The parties to the transaction declare that six
1、 The listed company declares that six
2、 The counterparty declares that 6. Tips on major issues seven
1、 Overview of this transaction plan seven
2、 Evaluation and pricing of this transaction nine
3、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing nine
4、 Shares issued this time ten
5、 Performance commitments and compensation arrangements thirteen
6、 Excess performance rewards fourteen
7、 Decision making process and approval of this transaction fourteen
8、 Important commitments made by the parties involved in this transaction 9. The principled opinions of the controlling shareholders of the listed company and their persons acting in concert on the reorganization, and the share reduction of the controlling shareholders and their persons acting in concert, directors, supervisors and senior managers from the date of resumption of the reorganization to the completion of the transaction
Plan thirty-one
10、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-one
11、 Information tips to be supplemented and disclosed 33 major risk tips thirty-four
1、 Risks associated with this transaction thirty-four
2、 Business risks of the subject company thirty-six
3、 Risks associated with listed companies thirty-seven
4、 Other risks 37 overview of this transaction thirty-nine
1、 Background and purpose of this transaction thirty-nine
2、 The target company has the attribute of scientific innovation and conforms to the positioning of Scientific Innovation Board forty-one
3、 Decision making process and approval of this transaction forty-two
4、 The specific scheme of this transaction forty-three
5、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing forty-eight
interpretation
In this plan (Abstract), unless the context specifies, the following abbreviations have the following meanings: 1. Definition of general terms Shanghai Haoyuan Chemexpress Co.Ltd(688131) , the company, the company and the stock index Shanghai Haoyuan Chemexpress Co.Ltd(688131) , which are joint stock limited companies established by Shanghai Haoyuan Chemical Technology Co., Ltd. and listed companies as a whole
department
Anshu information refers to Shanghai Anshu Information Technology Co., Ltd., the controlling shareholder of the company, formerly known as Shanghai Anshu Pharmaceutical Technology Co., Ltd
Drug source and target refer to drug source pharmaceutical chemistry (Shanghai) Co., Ltd
YaoYuan Qidong refers to YaoYuan Biotechnology (Qidong) Co., Ltd., a wholly-owned subsidiary of the target company
Shanghai Yuanmeng refers to Shanghai Yuanmeng enterprise management consulting partnership (limited partnership), which is the employee stock ownership platform of the target company
Qidong Yuanli refers to Qidong Yuanli enterprise management consulting partnership (limited partnership), which is the employee stock ownership platform of the target company
Ningbo Jiusheng refers to Ningbo Jiusheng innovative pharmaceutical technology Co., Ltd., which is a shareholder of the target company holding more than 5%
The benchmark date refers to December 31, 2021
Pricing benchmark date refers to the announcement date of the resolution of the fourth meeting of Shanghai Haoyuan Chemexpress Co.Ltd(688131) the third board of directors
Securities Law refers to the securities law of the people's Republic of China
Company Law refers to the company law of the people's Republic of China
Reorganization Management Office refers to the measures for the administration of major asset reorganization of listed companies (revised in 2020)
Law
Special provisions on restructuring refers to the special provisions on major asset restructuring of listed companies on the science and innovation board
The stock on the science and Innovation Board refers to the Listing Rules of Shanghai Stock Exchange on the science and innovation board
Registration Management Office refers to the measures for the administration of securities issuance and registration of companies listed on the science and Innovation Board (for Trial Implementation)
Law
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
CSRC and CSRC refer to the China Securities Regulatory Commission
Shanghai stock exchange refers to Shanghai Stock Exchange
2、 Interpretation of special terms
Small molecule drugs refer to organic compounds with molecular weight less than 1000, commonly known as chemical synthetic drugs, that is, organic compounds with clear chemical structure, which can prevent, treat and diagnose diseases, or regulate people
Special chemicals for improving body function, improving quality of life and maintaining good health. Chemical synthetic drugs take small molecular compounds as their material basis and the efficacy (biological effect) of drug efficacy as their application basis. Small molecule drugs have the advantages of wide use and mature theory.
Small molecule compounds used to design and construct drug active substances for research and development are molecular blocks, which refer to one of the important materials for drug research and development. Generally, the molecular weight is less than 300. They have the characteristics of novel structure and variety.
Small molecular compounds with certain biological or pharmacological activities, whose synthesis path is at the back end of molecular blocks, are widely used in the early stage of life science and pharmaceutical research. Researchers use tool compounds to observe and study the physiological and pathological phenomena in the life process at the molecular level, cell level and animal model level by changing or affecting the structure, function and action mechanism of biological macromolecules such as protein and nucleic acid tool compounds, Reveal the law of life and the occurrence and development process of diseases. The composition of the tool compound in the drug development stage corresponds to the API in the drug production stage.
English expression is active pharmaceutical ingredient, also known as active drug into API, which is prepared by chemical synthesis, plant extraction or biotechnology, but the substance that can not be taken directly by patients is generally added with excipients and processed to make drugs that can be used directly. It is the raw material of drugs.
Pharmaceutical intermediates, some chemical raw materials or chemical products used in the process of drug synthesis. This intermediate refers to chemical products, which can be produced in ordinary chemical plants without drug production license. As long as they reach a certain level, they can be used for drug synthesis.
Innovative drugs refer to drugs that are first listed in the world and have independent intellectual property rights and patents.
The original new drugs were approved to be put on the market after layers of screening of thousands of compounds and strict clinical trials of the original drugs. In China, "original drugs" mainly refer to imported drugs that have passed the patent protection period.
Generic drug refers to a generic drug that is the same as innovative drugs in dose, safety and efficacy, quality, effect and indications.
Abbreviated as contract research organization, it is a customized R & D organization. The main cro refers to the provision of new drug R & D contract services such as preclinical drug discovery, preclinical research and clinical trials for multinational pharmaceutical enterprises and biopharmaceutical companies.
Contract manufacturing organization (abbreviated as contract manufacturing organization) refers to the organization that provides CMO specification / customized production services for pharmaceutical enterprises and biotechnology companies. Its R & D technology generally relies on the mature process route provided by customers, uses its own production facilities for process implementation, and provides expanded production services.
Contract development and manufacturing organization (abbreviated as "contract development and manufacturing organization") refers to a pharmaceutical contract customized R & D and production enterprise that provides pharmaceutical enterprises and biotechnology cdmo companies with medicines, especially innovative drug process R & D and small batch preparation; Process optimization, scale-up production, registration and verification of batch production; Commercial production and other services. Cdmo mode provides pharmaceutical enterprises with innovative technical services and undertakes the functions of process R & D and improvement.
The abbreviation of chemical manufacturing and control in English, including CMC technology, impurity research, quality research and stability research, is a very important part of drug application materials.
English abbreviation of good manufacturing practice, GMP specification of drug production quality management, is the basic criterion of drug production and quality management. China currently implements GMP standards.
Abbreviated as market authorization holder in English, MAH refers to the holder of drug marketing license. The State implements a drug marketing license holder system for drug administration. The holder of drug marketing license shall be responsible for the safety, effectiveness and quality controllability of drugs in the whole process of drug development, production, distribution and use according to law.
English abbreviation of current good manufacturing practice, dynamic drug production cGMP refers to quality management norms. It is an international GMP implemented by countries or regions such as the European Union, Japan and the United States. CGMP standards are generally higher than GMP standards.
The State Food and drug administration refers to the abbreviation of national medical products administration and the State Drug Administration of China.
English abbreviation of qualified person, EU quality authorized person compliance audit. In EU QP audit, it means that before products enter Europe for clinical trial or listing, enterprises need to have qualified QP. QP will conduct a comprehensive audit on the enterprise's production site according to the requirements of eugmp, and issue a QP statement after the audit.
Note: this plan（
