Securities code: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) securities abbreviation: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) Announcement No.: 2022025
Hunan Fangsheng Pharmaceutical Co.Ltd(603998)
Announcement on investment and establishment of holding subsidiaries and related party transactions
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) (hereinafter referred to as “the company” or ” Hunan Fangsheng Pharmaceutical Co.Ltd(603998) “) and the related party Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd. (hereinafter referred to as “Xinyuan industry investment”) plan to jointly initiate the establishment of Guangdong Fangsheng Rongda Pharmaceutical Co., Ltd. (subject to the results of registration approved by the registration authority, hereinafter referred to as “Rongda pharmaceutical”) for registration
The capital is 20 million yuan, and the company contributes 11 million yuan with its own funds, accounting for 55%;
Since Mr. Zhang Qinghua, the controlling shareholder of Xinyuan Industrial investment, is the controlling shareholder and actual controller of the company, and Ms. Zhou Xiaoli, its executive director, is also a director of the company, Xinyuan Industrial investment is a related party of the company in accordance with the relevant provisions of the stock listing rules of Shanghai stock exchange, and this transaction constitutes a related party transaction, However, it does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies;
The cumulative amount of related party transactions between the company and sgy industrial investment in the past 12 months is 0 yuan. This transaction has been
Approved by the fourth extraordinary meeting of the Fifth Board of directors in 2022; This related party transaction is within the deliberation authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation;
Risk tip: the establishment of Rongda pharmaceutical needs to be reviewed or filed by the local administrative department. The company and other parties jointly invest in the establishment of the company. In the future, it may be affected by industrial policy changes, market environment, operation management and other factors, and the investment income of the company is uncertain. The company will further strengthen the post investment work, continue to pay attention to the operation status and management results of the joint venture, and actively prevent, respond to and control the above risks.
1、 Overview of related party transactions
(I) main contents of related party transactions
On March 5, 2022, the company and its related party, Xinyuan Industrial investment, signed the
Capital contribution agreement for the establishment of MAH company 1. The company and its related party, Xinyuan Industrial investment, jointly initiated the establishment of Rongda pharmaceutical, with a registered capital of 20 million yuan. The company contributes with its own funds. 1 note: MAH, that is, marketing authorization holder, refers to the holder of drug marketing license.
11 million yuan, accounting for 55%; Xinyuan Industrial investment contributed 9 million yuan, accounting for 45%.
(II) description of association relationship
Since Mr. Zhang Qinghua, the controlling shareholder of Xinyuan Industrial investment, is the controlling shareholder and actual controlling shareholder of the company
And its executive director, Ms. Zhou Xiaoli, is also a director of the company
According to the relevant provisions of the stock listing rules of the stock exchange, Xinyuan Industrial investment is a related party of the company, and this
This transaction constitutes a related party transaction, but does not constitute a major asset restructuring Management Office of listed companies
Major asset restructuring stipulated in the law.
(III) review procedure
The company held the fourth interim meeting of the Fifth Board of directors in 2022 on March 4, 2022
At the meeting, Zhou Xiaoli had 0 affirmative vote and 0 abstention vote
The decision on investment in the establishment of holding subsidiaries was reviewed and approved
And related party transactions; On the same day, the fourth meeting of the Fifth Board of supervisors in 2022 was held
The provisional meeting was deliberated by 3 votes in favor, 0 against and 0 abstention
The proposal on investment and establishment of holding subsidiaries and related party transactions was adopted.
2、 Basic information of counterparty / related party
Name: Hunan Fangsheng Xinyuan Health Industry Investment Co., Ltd
Unified social credit code 91430100ma7j311n0p
Address: No. 310, third floor, Hunan Fangsheng Pharmaceutical Co.Ltd(603998) scientific research building, No. 299, Jiayun Road, Changsha high tech Development Zone
Legal representative: Zhou Xiaoli
Registered capital: RMB 100 million
Type: limited liability company (invested or controlled by natural person)
Date of establishment: March 3, 2022
Long term operation
Main business scope: general items: engaging in investment activities with its own funds. (independently carry out business activities not prohibited or restricted by laws and regulations, except for projects subject to approval according to law)
Shareholders: Zhang Qinghua (60 million yuan subscribed, 60% shareholding); Zhou Xiaoli (subscribed capital of 40 million yuan, holding 40%)
Main financial data have not been operated yet
3、 Basic information of related party transactions
Enterprise name: Guangdong Fangsheng Rongda Pharmaceutical Co., Ltd. (temporarily named, and the specific name shall be subject to the approval of industry and Commerce)
Type: limited liability company
Registered capital: 20 million yuan
Share capital structure:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 1,100.00 55%
2 SGD production investment 900.00 45%
Total 200000 100%
Proposed registered address: Pingshan District, Shenzhen
Business scope: entrusted production of drugs; Drug wholesale.
The above information shall be subject to the registration results approved by the market supervision and Administration Bureau.
4、 Pricing policy and basis of this transaction
In this joint investment, all parties shall follow the principles of voluntary consultation, fairness and reasonableness. The company and its related parties make equal contributions according to the shareholding ratio.
5、 Main contents of the investment agreement on initiating the establishment of MAH company
Party A: Hunan Fangsheng Pharmaceutical Co.Ltd(603998) ; Party B: SGD industrial investment;
(I) basic information of the target company
1. Party A and Party B intend to jointly establish the target company in Pingshan District, Shenzhen, and the name of the target company shall be subject to the approval of industry and commerce.
2. The initial registered capital of the target company is 20 million yuan, and the contribution method is currency. The equity structure of the target company is as follows:
No. shareholder name subscribed capital contribution (10000 yuan) shareholding ratio
1 Hunan Fangsheng Pharmaceutical Co.Ltd(603998) 1,100.00 55%
2 SGD production investment 900.00 45%
Total 200000 100%
3. Paid in capital contribution arrangement.
The paid in capital contribution of the target company’s registered capital shall be decided by the shareholders’ meeting according to the actual development needs of the target company, and must be approved by holding more than half of the voting rights
Approved by the shareholders of the company; Both parties shall make paid in capital contributions at the same time and in the same proportion.
4. Within 15 days from the date of signing this agreement, Party A and Party B shall actively cooperate to complete the industrial and commercial registration of the establishment of the subject company.
(II) profit distribution
1. Unless it does not meet the dividend conditions stipulated by law or the shareholders’ meeting agrees not to pay dividends, the subject company shall pay dividends every year. All parties agree to distribute the distributable profits of the target company in the current year according to the proportion of the shareholders’ paid in capital contribution.
2. The target company shall distribute the distributable profits of the previous year to the shareholders according to the agreement before the end of April each year.
6、 Opinions of independent directors
The proposal on investment and establishment of holding subsidiaries and related party transactions deliberated and adopted by the board of directors involves related party transactions. The convening, convening and voting procedures and methods of this meeting comply with the relevant provisions of the company law of the people’s Republic of China, the stock listing rules of Shanghai Stock Exchange and the articles of association of Hunan Fangsheng Pharmaceutical Co.Ltd(603998) company. The company’s investment and establishment of Rongda pharmaceutical is based on the company’s development strategic planning, which is conducive to the company’s promotion of R & D and innovative development of Chinese patent medicine. Therefore, the establishment of Rongda Pharmaceutical Co., Ltd. by the company and the related party Xinyuan Industrial Investment Co., Ltd. does not damage the interests of the company and shareholders, especially small and medium-sized shareholders. The independent directors of the company express their opinions and agree with the contents of this proposal.
7、 Purpose of this transaction and its impact on the company
The establishment of a subsidiary of Sinopharm is based on the strategic advantages of Sinopharm, such as the establishment of a listed company and the establishment of a healthy pharmaceutical industry, with the help of the licensing system of Sinopharm. The establishment of subsidiaries is conducive to the company’s continuous promotion of the construction of industrial and commercial alliance platform and the continuous improvement of the company’s traditional Chinese medicine R & D capacity; In addition, the establishment of a joint venture is conducive to reasonably reducing the company’s possible risks due to foreign investment and cultivation of Shenzhen New Industries Biomedical Engineering Co.Ltd(300832) and giving full play to
The advantages of all parties to achieve win-win results.
This investment is not expected to have an adverse impact on the company’s financial situation and operation, and there is no situation that damages the legitimate interests of the listed company and shareholders.
8、 Risk tips
The establishment of Rongda pharmaceutical needs to be reviewed or filed by the local administrative department. The company and other parties jointly funded the establishment of the company, which may be affected by industrial policy changes, market environment, operation management and other factors in the future, and the investment income of the company is uncertain. The company will further strengthen the post investment work, continue to pay attention to the operation status and management results of the joint venture, and actively prevent, respond to and control the above risks.
9、 Documents for future reference
1. Resolutions of the fourth extraordinary meeting of the Fifth Board of directors in 2022;
2. Resolutions of the fourth extraordinary meeting of the Fifth Board of supervisors in 2022;
3. Prior approval opinions of independent directors;
4. Opinions of independent directors.
It is hereby announced
Hunan Fangsheng Pharmaceutical Co.Ltd(603998) board of directors
March 6, 2022
