Citic Securities Company Limited(600030)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Verification opinions on signing technical service contract and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as " Citic Securities Company Limited(600030) ") as the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as " Fujian Cosunter Pharmaceutical Co.Ltd(300436) ," company "or" party a ") issuing A-shares to specific objects on GEM in 2020, in accordance with the administrative measures for securities issuance and listing recommendation business and the Listing Rules of Shenzhen Stock Exchange The provisions of relevant laws, regulations and normative documents such as the guidelines for self-discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - standardized operation of companies listed on the gem, the guidelines for the recommendation of listed companies of Shenzhen Stock Exchange, and the guidelines for the supervision of listed companies No. 2 - regulatory requirements for the management and use of raised funds of listed companies, For Fujian Cosunter Pharmaceutical Co.Ltd(300436) and Fujian ruitailai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "ruitailai", "ruitailai pharmaceutical" or "Party B"), sign the technical service contract (hereinafter referred to as "service contract" or "technical service agreement") and accept the entrustment of ruitailai to provide pilot technology transfer The dynamic production and other technical services of process verification and on-site verification have been carefully verified, and the following verification opinions are issued:
1、 Overview of related party transactions
On December 8, 2021, Fujian Cosunter Pharmaceutical Co.Ltd(300436) and ruitailai signed the strategic cooperation framework agreement (hereinafter referred to as the "strategic cooperation agreement"), and the two sides reached a strategic partnership to carry out high-end preparation technology research and development cooperation focusing on chip packaging, focusing on the development and industrialization of high-end difficult to imitate drugs.
In order to further implement the strategic cooperation agreement and promote bilateral cooperation, the company plans to sign the technical service contract with ruitailai and accept the entrustment of ruitailai to provide it with technical services such as pilot technology transfer, process verification and dynamic production of on-site verification.
Whereas Fujian Aohua Group Co., Ltd. (hereinafter referred to as "Aohua group"), the controlling shareholder of the company, holds 141844% equity of ruitailai, and Aohua Group appoints Ms. Lian Yifang, a senior executive, as the director of ruitailai and Ms. Zuo Jingying as the supervisor of ruitailai. According to the Listing Rules of gem shares of Shenzhen Stock Exchange, ruitailai is an affiliated legal person of the company. The signing of the technical service contract between the company and ruitailai constitutes a connected transaction.
This connected transaction has been deliberated and approved at the 12th meeting of the Fourth Board of directors of the company, and the connected directors Mr. Li Guoping, Mr. Li Guodong and Ms. Ye Liqing avoided voting. The independent directors of the company issued a resolution on the above matters.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Introduction to related parties
The basic information of ruitailai is as follows:
Company name: Fujian ruitailai Pharmaceutical Technology Co., Ltd
Legal representative: Wang Gang
Unified social credit Code: 91350100ma331j8h2x
Address: room 01, 13 / F, building 16, wulongjiang Avenue 7 Innovation Park Phase II, Shangjie Town, Minhou County, Fuzhou City, Fujian Province
Registered capital: 141 million yuan
Business scope: general items: medical research and experimental development; Engineering and technical research and test development; Category I medical device production (except for the items that must be approved according to law, carry out business activities independently according to law with the business license): the import and export of goods under the administration of state-owned trade; Technology import and export; Import and export agency; Import and export of goods; Import and export of drugs; Drug production; Commissioned production of drugs; Wholesale of drugs; Drug retail; Drug Internet information service; Medical services; Production of class II medical devices.
Major shareholders:
Serial number shareholder name shareholding ratio
1 Shenzhen Wuming Futian health industry investment partnership (limited partnership) 567376%
2 Fuzhou high tech Zone guided equity investment partnership (limited partnership) 141844%
3 Fujian Aohua Group Co., Ltd. 141844%
4 Fuzhou Ruitai phase I investment partnership (limited partnership) 148936%
Total 100%
Aohua group, the controlling shareholder of the company, holds 141844% of the equity of ruitailai, and Aohua Group appoints Ms. Lian Yifang, an executive, as the director of ruitailai and Ms. Zuo Jingying as the supervisor of ruitailai. Ruitailai is an affiliated legal person of the company according to the Listing Rules of gem shares of Shenzhen stock exchange. In addition, Shenzhen Wuming Futian health industry investment partnership (limited partnership) holds 567376% equity of ruitailai, and Fujian Cosunter Pharmaceutical Co.Ltd(300436) as a limited partner, Fujian guangmingfang pharmaceutical investment research and Development Center (limited partnership), an associate holding 50% partnership share, holds 8% partnership share of Shenzhen Wuming Futian health industry investment partnership (limited partnership).
The main financial data (Unaudited) of the latest year and the first period are as follows:
Unit: Yuan
Subject: December 31, 2020 September 30, 2021
Total assets 107838371768446917976
Net assets 105847961578285009457
Subject year 2020 January September 2021
Operating income 0
Net profit -1414497769 -2299786700
3、 Basic information of related party transactions
The content of this transaction is that the company provides ruitailai with technical services such as pilot technology transfer (including process parameter exploration during amplification), process verification (including cleaning verification) and dynamic production of on-site verification in the drug research and development stage. The total transaction amount (including tax) is RMB 40.081 million.
The 10 drugs involved in this transaction are special and complex pharmaceutical preparations such as chip wrapped (also known as tablet in tablet), enteric coated tablets and oral film agents. The production process is highly complex and has special requirements for equipment. The development cost and difficulty of pilot technology transfer and process verification are large.
4、 Pricing policy and basis of related party transactions
Based on the principles of fairness, impartiality and rationality, both parties of the transaction comprehensively analyze the development cost and difficulty, and determine the transaction price based on the market price through negotiation. The pricing is fair.
5、 Main contents of related party transaction contract
Party A (entrusting party): Fujian ruitailai Pharmaceutical Technology Co., Ltd
Party B (trustee): Fujian Cosunter Pharmaceutical Co.Ltd(300436)
1. Party A and Party B intend to sign the technical service contract (hereinafter referred to as the "service contract") respectively on matters related to the 10 pharmaceutical technical services entrusted by Party A to Party B, and the total amount of the service contract (including tax) is RMB 40.081 million. Party A shall pay Party B in installments according to the service contract.
2. Objectives and scope of technical services
Technical service objective: through the joint efforts of Party A and Party B, Party B shall carry out technical research on the feasibility of commercialized and enlarged production of drugs, and cooperate with Party A's registration and declaration needs to carry out relevant technical services, so that the project can be approved and recognized by the State Drug Administration.
Technical service content: dynamic production of pilot technology transfer (including exploration of process parameters during amplification), process verification (including cleaning verification) and on-site verification in the drug research and development stage.
3. Rights and obligations of both parties
Main rights and obligations of Party A:
Party A is responsible for providing Party B with all documents required for the production and quality control of each batch, and guiding the whole process of drug pilot technology transfer, process verification and on-site verification of dynamic batches; Inspect and urge Party B to carry out effective production control and quality control to ensure that all activities related to entrusted technical services of drugs meet the requirements of drug registration.
Main rights and obligations of Party B:
(1) Complete the pilot technology transfer (including the exploration of process parameters during amplification), process verification (including cleaning verification) and dynamic production of on-site verification in the product research and development stage, and ensure that it meets the requirements of China's drug production quality management code;
(2) Undertake the confidentiality obligation for the business secrets and technical secrets of party a learned in the process of performing the service contract;
(3) Strictly implement the quality agreement, effectively control the research and production process, and ensure that the entrusted technical services meet the registration requirements; And actively cooperate with the supervision work of the drug supervision and administration department.
4. Payment of technical service remuneration
Party A shall pay Party B the remuneration for technical services as agreed in the contract. Party A and Party B agree that if the pilot batch needs to exceed the batch agreed in the contract due to the immature prescription process, Party A and Party B shall sign a supplementary agreement to agree on the relevant expenses.
5. Liability for breach of contract
(1) If Party B fails to deliver the technical service results and technical materials to Party A in the manner and within the time limit agreed in the service contract, Party B shall pay liquidated damages to Party A in accordance with the service contract; In case of overtime due to defects in the materials provided by Party A, Party B shall not be liable, and Party B shall have the right to claim against Party A for the losses caused by overtime;
(2) Party B shall keep the documents and materials provided by Party A confidential. In case of any violation, Party B shall compensate Party A for all economic losses caused thereby;
(3) If Party A fails to pay to Party B in the manner and within the time limit agreed in the service contract, Party A shall pay liquidated damages to Party B in accordance with the service contract;
(4) If Party A fails to accept part or all of the technical achievements delivered by Party B, Party B shall re provide technical services within a reasonable time. If the delivery is delayed, Party A has the right to require Party B to bear the liability for breach of contract in accordance with the service contract.
6. Dispute jurisdiction
Any dispute arising from the execution of this contract shall be settled by both parties through friendly negotiation; If negotiation fails, either party shall have the right to bring a lawsuit to the people's court with jurisdiction in the place where the plaintiff has its domicile.
7. Effectiveness of the contract: it shall come into force after being signed and sealed by the representatives of Party A and Party B.
6、 Transaction purpose and impact on Listed Companies
The signing of the strategic cooperation agreement is conducive to the deepening of the strategic cooperation between the two sides, and will lay a good foundation for the implementation of the technical cooperation agreement in the future. This business cooperation will bring new business income to the company, help the company make full use of resources, improve asset use efficiency, have a positive impact on the future long-term development of the company, and meet the interests of the company and all shareholders. This transaction does not harm the interests of minority shareholders and investors. The counterparty is in good credit condition and has good performance ability.
7、 Risks in this transaction
1. During the execution of this contract, due to the change of customer demand, uncertainty of market environment, unpredictable or force majeure and other factors, there may be risks of incomplete performance of the contract, change of the contract, suspension or cancellation of the transaction. Please pay attention to the investment risk.
2. As the drugs involved in the contract are characteristic pharmaceutical preparations, the production process is highly complex, the development cost and development difficulty are large, and there is a risk that the income cannot be recognized or the liability for breach of contract will be borne due to the untimely delivery of technical service results. The impact on the company's performance depends on the performance of the contract and the actual cost of providing services, which is uncertain, Please pay attention to investment risks.
8、 Related party transactions between the company and the related person from the beginning of this year to the disclosure date
In December 2021, the company signed the house lease contract with ruitailai, and the company leased 20 square meters to ruitailai for its office use. The lease term is from January 1, 2022 to December 31, 2023, and the monthly rent includes tax and property fee of 1000 yuan. In January 2022, the company signed the house lease contract with ruitailai, and the company leased part of the warehouse and production workshop of the production base to ruitailai for equipment placement and production activities. The lease term of the warehouse is from January 1, 2022 to March 31, 2022, and the monthly rent (including tax) is 2000 yuan; The lease term of the production workshop is from April 1, 2022 to December 31, 2025, and the monthly rent (including tax) is 4000 yuan.
In addition to the foregoing and the cooperation matters disclosed in this announcement, the company has no other related party transactions with the related person from the beginning of this year to the disclosure date.
8、 Decision making procedures for related party transactions
(I) review procedure
This connected transaction has been deliberated and approved at the 12th meeting of the Fourth Board of directors of the company, and the connected directors Mr. Li Guoping, Mr. Li Guodong and Ms. Ye Liqing avoided voting. The independent directors of the company issued prior approval opinions on the above matters and issued independent opinions with explicit consent. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
(II) prior approval and independent opinions of independent directors
1. Prior approval opinion
This related party transaction of the company is conducive to making full use of the company's resources and improving the use efficiency of the company's assets. The transaction price refers to the market fair price. After negotiation and determination by both parties, there is no situation that damages the interests of the company and other shareholders, especially minority shareholders. We unanimously agreed to submit the proposal on signing technical service contract and related party transactions to the 12th meeting of the Fourth Board of directors of the company for deliberation. When the board of directors deliberates the above connected transactions, the connected directors Mr. Li Guoping and Li Guo
