Securities code: Chengdu Olymvax Biopharmaceuticals Inc(688319) securities abbreviation: Chengdu Olymvax Biopharmaceuticals Inc(688319) Announcement No.: 2022004 Chengdu Olymvax Biopharmaceuticals Inc(688319)
Announcement on signing investment cooperation agreement
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 legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
On March 7, 2022, Chengdu Olymvax Biopharmaceuticals Inc(688319) (hereinafter referred to as "OULIN biology", "company" and "Party B") signed the investment cooperation agreement with the Management Committee of Chengdu Tianfu international biological city (hereinafter referred to as "biological city management committee" and "party a"), Chengdu Xinnuoming Biotechnology Co., Ltd. (hereinafter referred to as "Xinnuoming" and "project company"), a wholly-owned subsidiary of Chengdu Olymvax Biopharmaceuticals Inc(688319) as the implementation subject, invested in the construction of Xinnuoming vaccine R & D and industrial transformation shared service research institute project in Chengdu Tianfu international biological city (hereinafter referred to as "project").
Investment amount: the total investment is expected to be 300 million yuan, and the duration of the project is expected to be 5 years. It will be invested in an orderly manner according to the progress of the project.
Relevant risk tips:
1. The amount of investment involved in the implementation of the project is uncertain. If the implementation conditions such as national or local policy adjustment and project approval change due to the change of market environment, the implementation of the project may be subject to the risk of delay, change or termination.
2. The investment scale, personnel scale and benefit indicators of the project are planned or expected, and there is uncertainty, which does not represent the company's prediction of future performance, nor does it constitute a performance commitment to shareholders. The company will timely perform corresponding decision-making procedures and information disclosure obligations in accordance with relevant laws and regulations.
3. The capital source of this investment is the company's own or self raised funds. The company will implement it in stages and step by step according to the actual capital needs of the project, which will not affect the normal development of the existing main business, have a significant impact on the company's financial status and operating results, and will not damage the interests of listed companies and all shareholders.
4. This investment is mainly to build platforms such as virus vaccines. The technical route of virus vaccines is different from
At present, the company has listed bacterial vaccines and is in clinical trials. The company has not involved viral vaccine products before, and relevant R & D teams are being built one after another. Affected by industrial policies, market environment, operation and management, technology and other factors, there are uncertainties in the R & D products and progress related to the project and the risk of unsuccessful R & D.
1、 Overview of foreign investment
(I) basic information of foreign investment
In order to further enrich the company's R & D pipeline and product structure, the company plans to invest in the construction of a shared service-oriented Research Institute for vaccine R & D and industrial transformation in Chengdu Tianfu international biological city. On March 7, 2022, Chengdu Olymvax Biopharmaceuticals Inc(688319) signed the investment cooperation agreement with the Management Committee of the biological city. Xinnuoming, a wholly-owned subsidiary established by Chengdu Olymvax Biopharmaceuticals Inc(688319) as the implementation subject, invested in the construction of Xinnuoming vaccine R & D and industrial transformation shared service research institute project in Chengdu Tianfu international biological city, with a total investment of 300 million yuan, The source of funds is the company's own or self raised funds. The expected duration of the project is 5 years, which will be invested in an orderly manner according to the progress of the project.
(II) decision making and approval procedures for foreign investment
On March 7, 2022, the company held the 22nd Meeting of the 5th board of directors, which deliberated and adopted the proposal on signing the investment cooperation agreement with 9 votes in favor, 0 against and 0 abstention, agreed to sign the investment cooperation agreement with the biological city management committee, and authorized the chairman and management of the company to be responsible for the signing and follow-up implementation of the investment agreement.
In accordance with the relevant provisions of the Listing Rules of Shanghai Stock Exchange on the science and innovation board, the Chengdu Olymvax Biopharmaceuticals Inc(688319) articles of association and other relevant provisions, this foreign investment does not need to be submitted to the general meeting of shareholders for deliberation. This matter does not require the approval of relevant government departments.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies and the special provisions on major asset reorganization of listed companies on the science and innovation board.
2、 Basic information of investors
(I) counterparty: Chengdu Tianfu International Biological City Management Committee
Nature: government agency
Address: Chengdu Tianfu international biological city (No. 18, biological city middle road, Shuangliu District)
In March 2016, Chengdu Tianfu district and Chengdu Tianfu international biological city management committee were jointly established and signed.
There is no other relationship between the counterparty and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
(II) Xinnuoming, a wholly-owned subsidiary of the company, is the main body of the project. The relevant information of Xinnuoming is as follows: Company Name: Chengdu Xinnuoming Biotechnology Co., Ltd
Unified social credit Code: 91510100ma6bj7by9a
Registered capital: 50 million yuan
Date of establishment: September 27, 2021
Legal representative: Fan Shaowen
Equity structure: Chengdu Olymvax Biopharmaceuticals Inc(688319) 100% shareholding
Business scope: general items: medical research and experimental development; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Import and export of goods (except for items subject to approval according to law, carry out business activities independently according to law with business license).
(III) main contents of the project
The project focuses on the development of viral vaccine products, and establishes multiple R & D platforms including mRNA technology platform, large-scale cell culture technology platform, recombinant genetic engineering technology, protein purification, coupling technology platform, large-scale bacterial fermentation technology platform, rapid separation of emerging infectious disease viruses, screening technology platform and pilot research technology platform, Carry out research, development and industrialization of human vaccines.
3、 Main contents of the investment cooperation agreement
(I) agreement subject
Party A: Chengdu Tianfu International Biological City Management Committee
Party B: Chengdu Olymvax Biopharmaceuticals Inc(688319)
(II) project name and construction content
Project Name: Shared Service Research Institute for research and development and industrial transformation of sulfamethoxazole vaccine
Construction content of the project: Chengdu Olymvax Biopharmaceuticals Inc(688319) plans to invest in the construction of a vaccine R & D and industrial transformation shared service-oriented Research Institute in the international biological city, which will establish a large-scale cell culture technology platform, recombinant genetic engineering technology Multiple R & D platforms including protein purification, coupling technology platform, bacterial large-scale fermentation technology platform, rapid isolation and screening technology platform of new infectious diseases and virus, pilot research technology platform, and focus on building the development of virus vaccine and monoclonal antibody and mRNA technology platform for the research, development and industrialization of human vaccine, At the same time, it provides professional services such as talents, technology, equipment and facilities for R & D enterprises all over the world.
Strive to break through the bottleneck of "production, learning and research" and become a well-known and industry-leading vaccine research and development enterprise in China.
(III) investment amount
The total investment of the project is expected to be 300 million yuan, including 50 million yuan in fixed assets. The project period is expected to be 5 years. It will be invested in an orderly manner according to the progress of the project.
(IV) scale of project personnel
From the first to the fifth year after the project company is registered in the international biological city, it is estimated that the number of employees will be 50, 50, 60, 65 and 80 respectively. Employees with bachelor degree or above and employees with intermediate title or above account for no less than 80% of the total employees.
(V) commitment of both parties
1. Party A's commitment
Actively support and assist the project company to apply for relevant industrial support funds according to national, provincial and municipal industrial support policies, and provide efficient and high-quality government services for the settlement and operation of the project company.
2. Party B promises
(1) The registered capital of the project company shall not be less than 50 million yuan, and the registered capital shall be 10 million yuan within 3 months from the date of signing the agreement. The actual operation period of the project company in the international biological city shall not be less than 10 years from the date of incorporation (or "formal operation", whichever is later).
(2) Comprehensive benefit index of the project
① Industrial benefit index:
A. From 2022 to 2026, the project company obtained no less than 3 drug clinical trial approvals, and the industrial benefit indicators began to be assessed in 2027.
B. Within 5 years from the date of signing this agreement, the project company has obtained at least the following qualifications: a) establish cooperative research institutes with famous universities at home and abroad or world top 500 enterprises and list them; b) Declare major national science and technology projects or other major projects at the same level; c) Apply to the national key laboratory or provincial enterprise technology center, and the industrial benefit index will be assessed in 2027.
② Economic benefit index:
From 2026 to 2030, the annual operating income and tax payment amount of the project company shall meet the corresponding standards, and the economic benefit indicators shall be assessed in 2027.
(3) Party B will take the international biological city as the location of the R & D and production base of Party B's viral vaccines and monoclonal antibodies.
(4) Party B and the project company shall abide by the provisions of relevant Chinese laws and regulations when carrying out projects in the international biological city. Party B and the project company guarantee that they have legal rights to the technologies, trademarks and works used in their products and services (including intellectual property rights such as patents, trademarks, copyrights and trade secrets or the legal use right of relevant intellectual property rights).
(VI) liability for breach of contract and dispute resolution
1. If Party B and the project company violate the agreement, Party A has the right to unilaterally decide to cancel the policy support of Party B and the project company under the agreement, and Party A has the right to unilaterally terminate the agreement. If Party B subsequently enjoys various subsidies, rewards and financial support funds according to the agreement, Party A has the right to provide relevant subsidies The use of reward and financial support funds determines whether they should be returned.
2. Any dispute arising from the execution of this Agreement shall be settled by the parties to the dispute through negotiation. If the negotiation fails, it shall be under the jurisdiction of the court in the place where this agreement is signed. This agreement is signed by Party A and Party B in Chengdu high tech Zone.
(VII) effective conditions of the agreement
This Agreement shall come into force after being signed and sealed by the legal representatives or authorized agents of both parties.
4、 Impact of this investment on Listed Companies
(I) the company plans to invest in the construction of a vaccine R & D and industrial transformation Shared Service Research Institute in the international biological city, carry out the research, development and industrialization of human vaccines by means of cooperative R & D, technology introduction, independent R & D and product incubation, and provide professional services such as talents, technology, equipment and facilities for research and development enterprises all over the world, It has lasting and far-reaching significance for the development of the company.
(II) the capital source of the project is the company's own or self raised funds. The orderly investment according to the progress of the project will not have an adverse impact on the company's financial situation, affect the normal development of the company's existing main business, and do not damage the interests of the listed company and all shareholders.
5、 Risk analysis of this investment
(I) the investment amount and implementation progress of the project involved in this investment are uncertain. If the implementation conditions such as national or local policy adjustment and project approval change due to the change of market environment, the implementation of the project may be subject to the risk of delay, change or termination.
(II) the investment scale, personnel scale and benefit indicators of the project are planned or expected, and there is uncertainty, which does not represent the company's prediction of future performance, nor does it constitute a performance commitment to shareholders. The company will timely perform corresponding decision-making procedures and information disclosure obligations in accordance with relevant laws and regulations.
(III) the capital source of this investment is the company's own or self raised funds. The company will implement it by stages and step by step according to the actual capital needs of the project, which will not affect the normal development of the existing main business, have a significant impact on the company's financial status and operating results, and will not harm the interests of the listed company and all shareholders.
(IV) this investment is mainly to build platforms such as viral vaccines. The technical route of viral vaccines is different from that of bacterial vaccines currently listed and in clinical trials. The company has not previously involved viral vaccine products, and relevant R & D teams are being built one after another. Affected by industrial policies, market environment, operation and management, technology and other factors, There are uncertainties in the R & D products and progress related to the project and the risk of unsuccessful R & D. It is hereby announced.
Chengdu Olymvax Biopharmaceuticals Inc(688319) board of directors March 9, 2022
