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
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 four
1、 Definition of general terms four
2、 Interpretation of special terms 5. The parties to the transaction declare that seven
1、 The listed company declares that seven
2、 The counterparty declares that 7. Tips on major issues eight
1、 Overview of this transaction plan eight
2、 Evaluation and pricing of this transaction ten
3、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing ten
4、 Shares issued this time eleven
5、 Performance commitments and compensation arrangements fourteen
6、 Excess performance rewards fifteen
7、 Decision making process and approval of this transaction fifteen
8、 Important commitments made by the parties involved in this transaction 16 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-two
10、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction thirty-two
11、 Information tips to be supplemented and disclosed 34 major risk tips thirty-five
1、 Risks associated with this transaction thirty-five
2、 Business risks of the subject company thirty-seven
3、 Risks associated with listed companies thirty-eight
4、 Other risks Section I overview of this transaction forty
1、 Background and purpose of this transaction forty
2、 The target company has the attribute of scientific innovation and conforms to the positioning of Scientific Innovation Board forty-two
3、 Decision making process and approval of this transaction forty-three
4、 The specific scheme of this transaction forty-four
5、 Whether this transaction constitutes related party transactions, major asset restructuring and reorganization listing Section 2 basic information of listed companies fifty-one
1、 Company profile fifty-one
2、 Historical evolution and changes in share capital fifty-one
3、 Changes in controlling shares of Listed Companies in the last 36 months fifty-four
4、 Expected changes in the equity control structure of the listed company caused by this transaction fifty-four
5、 Controlling shareholder and actual controller fifty-four
6、 Development of main business fifty-six
7、 Main financial indicators for the last three years fifty-seven
8、 Major asset restructuring in the last three years IX. the listed company and its current directors, supervisors and senior managers are not under investigation by the judicial organ for suspected crimes
Or being investigated by the CSRC for suspected violations of laws and regulations 58 X. the current directors, supervisors and senior managers of listed companies have been subject to administrative penalties in the past three years (significantly different from the securities market)
Or criminal punishment fifty-nine
11、 Compliance with discipline and law of listed companies Section 3 main counterparties sixty
1、 Overview of the counterparty sixty
2、 Details of counterparties issuing shares and paying cash to purchase assets sixty
3、 Counterparties raising matching funds Section 4 the subject matter of the transaction sixty-five
1、 Basic information sixty-five
2、 Property rights and control relations sixty-five
3、 Business and Technology sixty-six
4、 Unaudited key financial data seventy-one
5、 Matters related to the application for approval seventy-two
6、 Estimated value Section 5 trading methods seventy-three
1、 Issue shares to buy assets seventy-three
2、 Issuing shares to raise supporting funds 75 section VI risk factors seventy-seven
1、 Risks associated with this transaction seventy-seven
2、 Business risks of the subject company seventy-eight
3、 Risks associated with listed companies eighty
4、 Other risks 80 Section VII other important matters 82 1. 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 eighty-two
2、 Explanation that there is no abnormal fluctuation in the stock price of listed companies before the suspension of trading 83 III. Explanation on whether the relevant entities of this transaction are not allowed to participate in any major asset restructuring of Listed Companies in accordance with Article 13 of the guidelines for the supervision of listed companies No. 7 - supervision of abnormal stock transactions related to major asset restructuring of listed companies eighty-three
4、 Major assets purchased or sold by Listed Companies in the last 12 months V. after the completion of this transaction, there is no situation that the funds and assets of the listed company are occupied by the actual controller or other related persons
There is a situation of providing guarantee for the actual controller or other related persons eighty-four
6、 Arrangements for the protection of the rights and interests of small and medium-sized investors in this transaction Section VIII opinions of independent directors 86 section IX states that eighty-eight
1、 The directors declare that eighty-eight
2、 The supervisor declares that eighty-nine
3、 Senior management statement ninety
interpretation
In this plan, unless the context specifies, the following abbreviations have the following meanings: I. interpretation of general terms
Haoyuan Pharmaceutical Co., Ltd
The company, the company and the stock index Shanghai Haoyuan Chemexpress Co.Ltd(688131) , is a joint stock limited company established by Shanghai Haoyuan Chemical Technology Co., Ltd. and a listed company
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
Yuanxiao management refers to Shanghai Yuanxiao management consulting partnership (limited partnership), a shareholder of Anxi information, formerly known as Shanghai Yuanrui biotechnology partnership (limited partnership)
Xierong international refers to Xierong International Development Co., Ltd., which is the shareholder of Anshu information
Sumin fund refers to Sumin Junxin (Shanghai) industrial upgrading and scientific and technological innovation equity investment partnership (limited partnership), which is the shareholder of the company
Zhenjin investment refers to Shanghai Zhenjin high tech service industry venture capital center (limited partnership), which is the shareholder of the company
Shanghai Chenxiao refers to Shanghai Chenxiao enterprise management consulting center (limited partnership), which is the shareholder of the company
Jingjia investment refers to Shanghai Jingjia venture relay venture capital center (limited partnership), which is the shareholder of the company
Guohong investment refers to Shanghai Guohong medical and health investment center (limited partnership), which is the shareholder of the company
Shanghai chenmai refers to Shanghai chenmai enterprise management center (limited partnership), which is the shareholder of the company
Junxiang asset management plan refers to Guotai Junan Securities Co.Ltd(601211) securities asset management － China Merchants Bank Co.Ltd(600036) － Guotai Junan Securities Co.Ltd(601211) Junxiang Kechuang board Haoyuan pharmaceutical No. 1 strategic placement collective asset management plan, which is the shareholder of the company
Chuanliu investment refers to Xinyu ChuanLiu Investment Management Co., Ltd. - Branch Yichuan liuchangfeng new material investment partnership (limited partnership), which is the shareholder of the company
Huangshan Yida refers to Huangshan high tech Yida Xin'anjiang specialized special new venture capital fund (limited partnership), which is the shareholder of the company
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
Commonly known as chemical synthetic drugs, usually organic compounds with molecular weight less than 1000, that is, special chemicals with clear chemical structure that can prevent, treat and diagnose diseases, or to regulate the finger function of human small molecule drugs, improve the quality of life and maintain 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.
Medical Center
