Minsheng Securities Co., Ltd
About Borui biomedical (Suzhou) Co., Ltd
Verification opinions on foreign investment and related party transactions
Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities") as the sponsor of Borui biomedical (Suzhou) Co., Ltd. (hereinafter referred to as " Brightgene Bio-Medical Technology Co.Ltd(688166) " or "the company") for initial public offering and continuous supervision of listing on the science and innovation board, performs the responsibility of continuous supervision, and in accordance with the administrative measures for securities issuance and listing recommendation business According to the requirements of normative legal documents such as the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange, we have carefully verified Brightgene Bio-Medical Technology Co.Ltd(688166) foreign investment and related party transactions. The verification results and opinions are as follows: I. overview of foreign investment and related party transactions
Overview of related party transactions: in order to realize the layout of the company in pharmaceutical accessories, Brightgene Bio-Medical Technology Co.Ltd(688166) signed a capital increase agreement with the related party Jiangsu Baoyi Pharmaceutical Co., Ltd. and other parties, used its own capital of 10 million yuan, subscribed for the newly increased registered capital of Jiangsu Baoyi Pharmaceutical Co., Ltd. of 11666667 yuan, and Brightgene Bio-Medical Technology Co.Ltd(688166) held 3.9216% of the shares of Jiangsu Baoyi Pharmaceutical Co., Ltd. after the completion of this capital increase.
As of this connected transaction, the connected transaction between the listed company and Jiangsu Baoyi Pharmaceutical Co., Ltd. has not reached more than 30 million yuan in the past 12 months, and has not exceeded more than 1% of the latest audited total assets or market value of the listed company; The amount of foreign investment between the company and different related parties does not reach more than 30 million yuan, and does not exceed more than 1% of the latest audited total assets or market value of the listed company.
This foreign investment constitutes a related party transaction. Except for this related party transaction, no other related party transaction has occurred between the company and Jiangsu Baoyi Pharmaceutical Co., Ltd. in the past 12 months.
This transaction fails to meet the standards for major asset restructuring stipulated in the measures for the administration of major asset restructuring of listed companies, does not constitute a major asset restructuring, and there are no major legal obstacles to its implementation.
The foreign investment and related party transactions have been deliberated and approved at the third meeting of the third board of directors and the third meeting of the third board of supervisors. Su Lei, a related director, avoided voting, and the matter does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(i) Association description
Su Lei, the director of the company, once served as a director of Jiangsu Baoyi Pharmaceutical Co., Ltd. (resigned in May 2021), so Jiangsu Baoyi Pharmaceutical Co., Ltd. is an affiliated legal person of the company.
（2） Basic information of related parties
Company name: Jiangsu Baoyi Pharmaceutical Co., Ltd
Company type: limited liability company
Legal representative: He Fei
Registered capital: 28 million yuan
Date of establishment: June 15, 2015
Address: Jiangsu Lianyungang Port Co.Ltd(601008) No. 10, Weiwu Road, Lingang Industrial Zone, Guanyun County, city
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)
Major shareholder or actual controller: He Fei holds 42.14% of the equity of Jiangsu Baoyi Pharmaceutical Co., Ltd., and is its largest shareholder and actual controller.
Su Lei, a director of the company, once served as a director of Jiangsu Baoyi Pharmaceutical Co., Ltd. and withdrew from voting when the board of directors considered this foreign investment.
In addition to the above matters, as of the date of issuance of this verification opinion, there is no other relationship between Jiangsu Baoyi Pharmaceutical Co., Ltd. and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of related party transactions
(i) Basic information of transaction object
See "II. Basic information of related parties"
（2） Capital increase method and related contents
The investor Brightgene Bio-Medical Technology Co.Ltd(688166) subscribed for the company's newly increased registered capital of RMB 11666667 with RMB 10 million; The investor, Hainan Gouwu Shenye venture capital partnership (limited partnership), agreed to subscribe for the newly increased registered capital of the company of RMB 583333 with RMB 5 million. After the capital increase, the registered capital of the subject company increased to RMB 29.75 million.
（3） Main financial data of the subject matter
Main financial data:
Unit: 10000 yuan
Project year 2020-12-31 / 2020 (not audited on September 30, 2021 / January 9, 2021) (not audited)
Total assets 3933.543228.05
Net assets 4096.393267.09
Operating income 165.60175 fifty
Net profit -463.69-829.31
（4） Equity structure before and after this capital increase
Unit: 10000 yuan
Before and after this capital increase
Name of shareholder subscription proportion
Registered capital registered capital
He Fei 1180.0042.00 14%1,180.0039. 66%
Cao Yuguang 560.0020 00%560.0018. 82%
Suzhou Jingcheng GAOJIN equity investment enterprise 400.0014 million yuan 29%400.0013. 45%
Business (limited partnership)
Yao Jianping 260.009 29%260.008. 74%
Shanghai shengbaoyi Enterprise Management Consulting Co., Ltd. 226.098 07%226.097. 60%
Center (limited partnership)
Shanghai wanbaoyi Pharmaceutical Technology Development Co., Ltd. 173.916 million yuan 21%173.915. 85%
core
Brightgene Bio-Medical Technology Co.Ltd(688166) --116.673. 92%
Hainan Gouwu Shenye Venture Capital Co., Ltd. --58.331 96%
Partnership (limited partnership)
Total 2800.00100.00 00%2,975.00100. 00%
4、 Pricing of related party transactions
This foreign investment adopts the form of cash contribution, and the capital source of capital increase is the company's own funds, which does not involve capital contribution methods such as physical assets, intangible assets and equity assets.
The company's foreign investment follows the market principle. Based on the comprehensive judgment of the technical situation and market prospect of the target company, after full consultation between the trading parties, and based on the post investment valuation of the target company of RMB 255 million, Brightgene Bio-Medical Technology Co.Ltd(688166) plans to invest RMB 10 million in the target company, After the completion of the investment, the registered capital of the target company is RMB 1.1667 million, accounting for 3.92% of the registered capital of the target company after the investment
Jiangsu Baoyi Pharmaceutical Co., Ltd., located in Lingang Industrial Zone, Guanyun County, was established in 2015. Its main product is injection grade polysorbate, and its main R & D direction is high-end pharmaceutical excipients.
The pricing of this transaction follows the principles of voluntariness, fairness and rationality and is determined by all parties through friendly negotiation. 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.
5、 Main contents of the agreement on foreign investment and related party transactions
1. Agreement subject
Jiangsu Baoyi Pharmaceutical Co., Ltd., He Fei, Cao Yuguang, Suzhou Jingcheng GAOJIN equity investment enterprise (limited partnership), Yao Jianping, Shanghai shengbaoyi enterprise management consulting center (limited partnership), Shanghai wanbaoyi Pharmaceutical Technology Development Center, Brightgene Bio-Medical Technology Co.Ltd(688166) , Hainan Gouwu Shenye venture capital partnership (limited partnership).
2. Transaction price
The investor Brightgene Bio-Medical Technology Co.Ltd(688166) subscribed for the company's newly increased registered capital of RMB 11666667 with RMB 10 million; The investor, Hainan Gouwu Shenye venture capital partnership (limited partnership), agreed to subscribe for the newly increased registered capital of the company of RMB 583333 with RMB 5 million. After the capital increase, the registered capital of the company increased to RMB 29.75 million.
3. Payment method and delivery time
Within ten working days after all preconditions are met, the investor shall transfer all capital increase funds to the bank account designated by the company in accordance with this agreement.
4. Conditions for entry into force of the agreement
The agreement shall come into force after being signed by all parties.
5. Liability for breach of contract
The company and the existing shareholders agree that any damage, loss, claim, lawsuit, demand for payment, judgment, settlement, tax, interest Costs and expenses (including but not limited to reasonable attorney's fees), the 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 company and / or any existing shareholder violates any representation, warranty, commitment, agreement or obligation made under this Agreement;
2、 The company violates applicable Chinese laws or contracts binding on the company before the closing date.
6. 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.
6、 Necessity of related party transactions and its impact on Listed Companies
Both the company and the target company are in the pharmaceutical field. In the future, they have complementary advantages and cooperation space to realize industrial synergy.
The subscribed amount and paid in amount of the company are relatively small, which will not have an adverse impact on the company's financial and operating conditions, and there is no situation that damages the interests of shareholders of the listed company.
7、 Risk tips
(i) The company invested 10 million yuan this time, accounting for 3.92% of the equity of Jiangsu Baoyi Pharmaceutical Co., Ltd. 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, Jiangsu Baoyi Pharmaceutical Co., Ltd. is not 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 Jiangsu Baoyi Pharmaceutical Co., Ltd.
（2） Jiangsu Baoyi Pharmaceutical Co., Ltd. has not been profitable, and may face legal, policy, technology and business risks in the process of operation, which makes its business development less than expected, resulting in the risk of loss of the company's investment.
8、 Review procedures of related party transactions
(i) Opinions of the board of directors
The company held the third meeting of the third board of directors on December 29, 2021, deliberated and adopted the proposal on the company's foreign investment and related party transactions. Among them, Su Lei, a related director, avoided voting on this matter, and other directors attending the meeting unanimously agreed to adopt this proposal.
（2） Opinions of the board of supervisors
The company held the third meeting of the third board of supervisors on December 29, 2021, deliberated and adopted the proposal on the company's foreign investment and related party transactions. The board of supervisors believes that the company's foreign investment and related party transactions are in line with the company's long-term development strategy and will not have a significant adverse impact on the company's cash flow and operating performance. The deliberation and decision-making procedures of this foreign investment and related party transactions are legal and compliant, and there is no damage to the interests of the company and shareholders. Approve the company's foreign investment and related party transactions.
（3） Independent opinions of independent directors
The company's foreign investment and related party transactions follow the market-oriented principles of fairness, openness and impartiality, do not damage the interests of the company's shareholders, especially the minority shareholders, and will not affect the company's independence; Su Lei, a related director, abstained from voting when considering the matter. The procedures of convening, convening and resolution of the board of directors comply with relevant laws, regulations and the articles of association. We unanimously agree that the company's foreign investment and related party transactions. 9、 Opinions of the sponsor
After verification, the recommendation institution believes that:
1. The company's foreign investment and related party transactions have been deliberated and adopted at the third meeting of the third board of directors, and the procedures of convening, convening and resolution of the board of directors comply with relevant laws, regulations and the articles of Association; The independent directors of the company have expressed their independent opinions; This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation;
2. Close this time
