Securities code: 688166 securities abbreviation: Brightgene Bio-Medical Technology Co.Ltd(688166) Announcement No.: 2021-088 Borui biomedical (Suzhou) Co., Ltd
Announcement on foreign investment 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 legal liabilities for the authenticity, accuracy and integrity of its contents according to law. Important content tips:
Borui biomedicine (Suzhou) Co., Ltd. (hereinafter referred to as ” Brightgene Bio-Medical Technology Co.Ltd(688166) ” or “the company”) intends to subscribe for Jiangsu Baoyi Pharmaceutical Co., Ltd. (hereinafter referred to as “Baoyi pharmaceutical” or “the target company”) with RMB 10000000 ）The newly increased registered capital of RMB 1166667. In the capital increase, RMB 1166667 is used as the newly added registered capital of the subject company, and RMB 8833333 is used as the premium to enter the capital reserve of the subject company.
This transaction constitutes a connected transaction and does not constitute a major asset reorganization. There are no major legal obstacles to the implementation of the transaction.
This transaction has been deliberated and approved at the third meeting of the third board of directors of the company and does not need to be submitted to the general meeting of shareholders of the company for deliberation. The board of directors authorizes the management of the company to handle the signing of relevant capital increase agreements and other specific matters.
Relevant risk tips:
1. The company invested 10000000 yuan this time, accounting for 3.92% of the equity of Baoyi pharmaceutical after the capital increase. The company accounts for a small share. The company has not appointed directors and has no control over its operation and management. After the completion of this investment, Baoyi pharmaceutical will not be included in the scope of the company’s consolidated statements, and the company has no decision-making power on major matters such as finance, operation and dividend of Baoyi pharmaceutical.
2. The amount of this foreign investment has a high appreciation rate on the net book value of Baoyi pharmaceutical. The target company has not yet made a profit. In the process of operation, it may face legal, policy, technology and business risks, so that its business development is less than expected, resulting in the risk of loss of the company’s investment. Please make careful decisions and pay attention to investment risks.
1、 Overview of related party transactions
The company plans to sign the capital increase agreement on Jiangsu Baoyi Pharmaceutical Co., Ltd. to participate in the capital increase of Baoyi pharmaceutical. In this round of capital increase, Baoyi pharmaceutical has increased the registered capital by RMB 15000000, of which the company plans to subscribe for the new registered capital of Baoyi pharmaceutical of RMB 1166667 with its own capital of RMB 10000000. In the capital increase, RMB 1166667 is used as the newly added registered capital of the subject company, and RMB 8833333 is used as the premium to enter the capital reserve of the subject company.
Ms. Su Lei, a director of the company, once served as a director of Baoyi Pharmaceutical (resigned in May 2021), according to Article 15.1 of the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange （14） According to this provision, Ms. Su Lei is an affiliated natural person of the company, and Baoyi pharmaceutical, where Ms. Su Lei once served as a director, is regarded as an affiliated legal person of the company. This transaction constitutes a connected transaction. This connected transaction does not constitute a major asset reorganization.
On December 29, 2021, the third meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s foreign investment and related party transactions, and Ms. Su Lei, a related director, avoided voting. As of this connected transaction, in the past 12 months, the connected transactions related to the subject categories of transactions between the company and the same connected person or different connected persons have not reached more than 30 million yuan, and account for more than 1% of the company’s latest audited total assets or market value. This transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation.
2、 Basic information of related parties and the subject matter of related transactions
(i) Description of related persons and related relationships
Ms. Su Lei, a director of the company, once served as a director of Baoyi Pharmaceutical (resigned in May 2021). According to item 15.1 (14) of the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, Ms. Su Lei is an associated natural person of the company, and Baoyi pharmaceutical, where Ms. Su Lei once served as a director, is regarded as an associated legal person of the company.
（2） Name and category of transaction object
The company subscribed for the newly increased registered capital of Baoyi pharmaceutical of 11666667 yuan in cash of 10000000 yuan.
（3） Description of the subject matter of related party transactions
1. Company name: Jiangsu Baoyi Pharmaceutical Co., Ltd
2. Company nature: limited liability company
3. Legal representative: He Fei
4. Registered capital: 28 million yuan
5. Date of establishment: June 15, 2015
6. Address: Jiangsu Lianyungang Port Co.Ltd(601008) No. 10, Weiwu Road, Lingang Industrial Zone, Guanyun County, city
7. Business scope: R & D, production and sales of APIs and pharmaceutical excipients; Biotechnology consultation, technology transfer and technical services; Self operated and acting as an agent for the import and export of various commodities and technologies, except for the commodities and technologies restricted or prohibited by the state**** (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
8. Main business: the main research and development direction is high-end pharmaceutical excipients, At present, the products include: polysorbate 80 (for injection), polysorbate 80, oleic acid, oleic acid (for injection), sodium oleate (for injection), benzyl alcohol, benzyl alcohol (for injection), benzyl alcohol (for injection) (customized), tributyl phosphate (for injection), octanoic acid, etc. the products involve new polymer materials, injection excipients, ethylene oxide excipients, especially focus on pharmaceutical excipients in the field of blood products and vaccine products, as well as the delivery system of new biological drugs, such as cationic materials and other materials of mRNA vaccine (or drug).
9. Core competitiveness:
(1) Baoyi pharmaceutical is a high-tech enterprise engaged in R & D, production and sales of service-oriented high-end new pharmaceutical excipients. It has a number of high value-added pharmaceutical excipients production technologies. Its main product is injection grade polysorbate, which is included in the Chinese Pharmacopoeia (2015 Edition). Baoyi pharmaceutical has the ability to produce high-purity polysorbate. (2) R & D team: as of the disclosure date of this announcement, Baoyi pharmaceutical has a total of 9 R & D teams. Its chairman and founder, Mr. He Fei, as its core technical personnel, has a master’s degree from China Pharmaceutical University, has been engaged in the field of pharmaceutical R & D for more than 20 years, has rich knowledge and experience in clinical pharmacy, drug evaluation, rational drug use, adverse drug reaction monitoring, etc., and has completed 20 years in total More than drug development and registration. Polysorbate 80 with injection specification was successfully developed, making Baoyi pharmaceutical choose to transform from new drug R & D to industrial production. From 2016 to 2021, he successively won the honors of Jiangsu innovative talents (Entrepreneurship) and Jiangsu Lianyungang Port Co.Ltd(601008) Huaguoshan talents (innovation). Other R & D personnel are professionals in chemistry, biomedicine, polymer materials and other disciplines.
(3) Intellectual property rights: as of the disclosure date of this announcement, Baoyi pharmaceutical has authorized 26 patents, including 2 invention patents and 24 utility model patents.
10. Main financial data of the latest year
Unit: RMB 10000
December 31, 2020 / September 30, 2021 / January September 2021
Total assets 3933.543228.05
Net assets 4096.393267.09
Operating income 165.60175 fifty
Net profit -463.69-829.31
Note: the above data have not been audited.
Reason for non-profit: Baoyi pharmaceutical completed the registration and filing of declared auxiliary materials in 2018 after completing the preliminary construction of the enterprise. At present, the main business varieties are: benzyl alcohol (for injection) (customized), tributyl phosphate (for injection), polysorbate 80 (for injection). Its main customers are injection enterprises, vaccine enterprises, blood enterprises, etc. most of the customer products are at all stages of excipient application. In the early stage, they mainly used small samples and small orders.
11. Equity structure of the target company before and after this transaction
Sequence shareholder name / name pre transaction subscribed pre transaction shareholding ratio post transaction shareholding number capital (RMB) ratio capital (RMB) ratio
1 He Fei 1180000042.14% 1180000039.66%
2 Cao Yuguang 560000020.00% 560000018.82%
3 Yao Jianping 26000009.29% 26000008.74%
4. Shanghai shengbaoyi enterprise management consulting center (limited partnership)
5 Shanghai wanbaoyi Pharmaceutical Technology Development Center (limited partnership)
6. Suzhou Jingcheng GAOJIN equity investment 40000014.29% 40000013.45% enterprise (limited partnership)
7 Borui biomedicine (Suzhou) / / 11666673.92% Co., Ltd
8 Hainan Gouwu Shenye venture capital / / 5833331.96% partnership (limited partnership)
Total 28000000100.00% 29750000100.00%
3、 Pricing of related party transactions
In December 2019, Baoyi pharmaceutical increased its capital, and the investor subscribed the new registered capital of Baoyi pharmaceutical of RMB 1330000 with RMB 10000000, equivalent to RMB 7.5188/registered capital. The pricing of this transaction is 14.00% higher than that of the previous capital increase.
In this capital increase, the company has the same transaction pricing as other investors participating in the capital increase of Baoyi pharmaceutical. Hainan Gouwu Shenye venture capital partnership (limited partnership) subscribes the newly increased registered capital of Baoyi pharmaceutical of 583333 yuan with RMB 5000000, equivalent to 8.5714 yuan / registered capital.
The pricing of this transaction follows the market principle, based on the comprehensive judgment of the technical situation and market prospect of the target company, and with reference to the previous round of capital increase pricing of Baoyi pharmaceutical, which is fully negotiated and determined by all parties to the transaction. The pricing of this transaction follows the principles of voluntariness, fairness and rationality. The subscription price of the company is consistent with that of other investors in this capital increase, and there is no case that damages the interests of minority shareholders.
4、 Main contents and performance arrangements of related party transaction agreement
(i) Main contents of transaction agreement
Brightgene Bio-Medical Technology Co.Ltd(688166) subscribe for the new registered capital of Baoyi pharmaceutical of 11666667 yuan with RMB 10000000 yuan, Hainan Gouwu Shenye venture capital partnership (limited partnership) subscribed for the newly increased registered capital of Baoyi pharmaceutical with RMB 5000000. After this capital increase, the registered capital of the subject company increased to RMB 29750000. Of the capital increase, RMB 1750000 was used as the newly increased registered capital of the subject company and RMB 13250000 was used as the premium to the capital reserve of the subject company.
（2） Payment of capital increase
Within ten working days after the preconditions for this transaction are met, the investor shall transfer all the capital increase to the bank account designated by the target company. The date on which the investor actually pays the capital increase is the delivery date.
（3） Liability for breach of contract
The subject company and the existing shareholders agree that any damage, loss, claim, lawsuit, payment demand, judgment, settlement, tax, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest, interest Fees and expenses (including but not limited to reasonable attorney fees), the subject company and existing shareholders shall compensate, defend and protect the investor from damage, and the investor shall act on its own behalf to enable the investor to obtain compensation:
1. The target company and / or any existing shareholder violates any representation, guarantee, commitment, agreement or obligation made under this Agreement; or
2. The target company violates applicable Chinese laws or contracts binding on the target company before the closing date. （4） Dispute resolution
All disputes arising from or in connection with this Agreement shall be settled through friendly negotiation. If any dispute cannot be settled through negotiation, either party has the right to submit the dispute to the people’s court where the target company is located for settlement through litigation.
5、 Necessity of related party transactions and its impact on the company
As pharmaceutical excipients have recognized medicinal quality attributes, the company has specially established a business department of pharmaceutical excipients, which takes the market demand of excipients and customer problems as the business logic at the bottom of the business, combines the integration of internal research results with external entrustment, develops high-end excipient products, incubates customer relations and forms a new business chain.
Auxiliary materials used in drug manufacturing and preparation shall be recorded, used and changed
