Citic Securities Company Limited(600030)
About Suzhou Nanomicro Technology Co.Ltd(688690)
Verification opinions on foreign investment and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) ” or “recommendation institution”) as the recommendation and continuous supervision institution of Suzhou Nanomicro Technology Co.Ltd(688690) (hereinafter referred to as ” Suzhou Nanomicro Technology Co.Ltd(688690) ” or “company”) for initial public offering of shares and listing on the science and Innovation Board, in accordance with the measures for the management of securities issuance and listing recommendation business, the Listing Rules of shares on the science and Innovation Board of Shanghai Stock Exchange In accordance with the provisions of relevant laws, regulations and normative documents such as the guidelines for the application of self regulatory rules for companies listed on the science and Innovation Board of Shanghai Stock Exchange No. 1 – standardized operation, Suzhou Nanomicro Technology Co.Ltd(688690) uses its own funds for foreign investment and related party transactions. The verification results are as follows: 1. Overview of foreign investment and related party transactions
In November 2018, the company cooperated with Suzhou cypress Instrument Co., Ltd. (hereinafter referred to as “cypress instrument” or “target company”), Dalin Nie, Zhou Qun, Suzhou newdemin Technology Consulting Co., Ltd., Wujiang Haibo Technology Venture Capital Co., Ltd Suzhou haidatong Technology Venture Capital Co., Ltd. and other shareholders of cypress instrument signed the investment agreement on Suzhou cypress Instrument Co., Ltd. (hereinafter referred to as the “investment agreement”). According to the above agreement, After completing the equity transfer and capital increase of cepstrum instrument (hereinafter referred to as “the last transaction”), the company has the right to continue to increase the equity investment of 10 million yuan in cepstrum instrument. The above investment plan has been deliberated and approved at the fourth meeting of the first board of directors and the third extraordinary general meeting of shareholders in 2018.
Based on the above agreement and the results of the negotiation between the company and other existing shareholders of cypress instrument, the company plans to increase the investment of 10 million yuan to cypress instrument according to the investment agreement, of which the registered capital is increased by 582500 yuan, and the remaining 9.4175 million yuan is included in the capital reserve. Before and after this transaction, the equity structure of cypress instrument is as follows:
Unit: 10000 yuan
Pre investment equity structure post investment equity structure
Name of shareholder contribution proportion of contribution (%)
Suzhou Nanomicro Technology Co.Ltd(688690) 348.70 29.40 406.95 32.70
Suzhou newdemin Technology Consulting Co., Ltd. 281.64 23.75 281.64 22.63
Wujiang Haibo Technology Venture Capital Co., Ltd. 153.62 12.95 153.62 12.35
Suzhou Puchun management consulting partnership (limited partnership) 142.33 12.00 142.33 11.44
Zhou Qun 122.80 10.35 122.80 9.87
Suzhou saichun management consulting partnership (limited partnership) 88.00 7.42 88.00 7.07
Suzhou haidatong Technology Venture Capital Co., Ltd. 48.99 4.13 48.99 3.94
Total 118608 100.00124434 100.00
According to the company law of the people’s Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, as Suzhou Nanomicro Technology Co.Ltd(688690) holds 29.40% equity of cypress instrument, and the director of the company, Changjiang biwang, Zhao Shun, the director, chief financial officer and Secretary of the board of directors of the company, serves as the director of cypress instrument, Therefore, the company’s investment in cypress instrument constitutes a related party transaction.
The implementation of this transaction has been deliberated and approved at the seventh meeting of the second board of directors and the sixth meeting of the second board of supervisors of the company. The related directors have avoided voting, and the independent directors have expressed independent opinions on this matter. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. This transaction does not constitute a major asset restructuring stipulated in the administrative measures for major asset restructuring of listed companies and the special provisions on major asset restructuring of listed companies on the science and innovation board, and does not require the approval of relevant departments. 2、 Basic information of related parties (I) description of related relationship
According to the company law of the people’s Republic of China, the Listing Rules of science and Innovation Board of Shanghai Stock Exchange and other laws and regulations and the relevant provisions of the articles of association, because Suzhou Nanomicro Technology Co.Ltd(688690) holds 29.40% equity of cypress instrument, and the director of the company, Changjiang biwang, and Zhao Shun, director, chief financial officer and Secretary of the board of directors of the company, cypress instrument is recognized as a related party of the company. (II) basic information of related party transactions
As of the date of issuance of this verification opinion, the basic information of cepstrum instrument is as follows:
Company name: Suzhou saipu Instrument Co., Ltd
Unified social credit code 91320509573785968u
Legal representative: Dalin Nie
The registered capital is 1186084900 yuan
Date of establishment: April 25, 2011
Registered address: South of Lianyang road and east of Chang’an Road (Science and technology entrepreneurship Park) in Wujiang Economic and Technological Development Zone
Research and development, production and sales of biochemical drug separation, purification and detection instruments, and provision of relevant technical services and certification services; Self support and agency of import and export business of various commodities and technologies.
(for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: experimental business scope: manufacturing of analytical instruments; Manufacturing of electronic measuring instruments; Sales of electronic measuring instruments; Mechanical equipment leasing; Medical equipment leasing; Rental services (excluding publication rental); Software development; Software sales; Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
Main business: R & D, production and sales of protein purification system
3、 Pricing policy and basis of this transaction
According to the investment agreement signed by all parties in 2018, the pre investment valuation calculation method of spectrum instrument in this transaction is as follows: the pre investment valuation of the target company of this transaction = the post investment valuation of the target company of the last transaction is 49 million yuan × (1 + growth rate of sales revenue of self owned products of the target company); The growth rate of the sales revenue of the target company’s own products = the total sales of the target company’s own products from the date of completion of the last transaction to the time of exercise capital increase ÷ the sales of the target company’s own products in the 12 months before the last transaction (base) 12 / (the number of months from the last transaction to the time of exercise).
According to the above pre investment valuation calculation method and the business situation of cypress instrument after the completion of the last transaction, through consultation between the company and other existing shareholders of cypress instrument, it is unanimously determined that the pre investment valuation of cypress instrument is RMB 203.61 million, the transaction pricing is fair and reasonable, and there is no damage to the interests of the company and its shareholders, especially the minority shareholders. This transaction is funded by the company in cash, all of which are the company’s own funds, which are mainly used for the daily operation and business development of spectrum instruments. 4、 Purpose and impact of related party transactions on the company
The company is mainly engaged in the R & D, production and sales of chromatographic fillers and chromatographic media in the field of biopharmaceutical. Cypress instrument is mainly engaged in the R & D, production and sales of protein separation and purification system. Their main products are mainly for Biopharmaceutical Enterprises and R & D institutions. Therefore, there is a good synergy in the process of customer expansion and market sales; In addition, as a domestic leading brand in the field of laboratory protein purification, the business scale of spectrum instrument has also maintained a rapid growth momentum in recent years, and the market installed capacity and share of its sold equipment are also steadily increasing. Therefore, the company’s increased investment is conducive to promoting closer cooperation between the two sides, strengthening the synergy of sales and market resources between the two sides, and further promoting the rapid growth of their respective businesses.
This connected transaction will not have a significant impact on the company’s financial status and operating results this year, and there is no situation that damages the legitimate interests of the listed company and shareholders. The pricing method of this transaction has been agreed in the investment agreement signed by the company, the target company and other shareholders. The transaction pricing is fair and reasonable, meets the requirements of relevant laws, regulations and normative documents such as the company law and the securities law, and there is no damage to the interests of the company and minority shareholders. 5、 Relevant review procedures
On March 9, 2022, the seventh meeting of the second board of directors of the company deliberated and approved the proposal on capital increase of Suzhou Sapp Instrument Co., Ltd., and the related directors have avoided voting. On the same day, the sixth meeting of the second board of supervisors of the company deliberated and adopted the proposal on increasing capital of Suzhou sepu Instrument Co., Ltd. The independent directors of the company carefully reviewed the matter and gave clear consent. This matter does not need to be submitted to the general meeting of shareholders of the company for deliberation. 6、 Verification opinions of the recommendation institution
This connected transaction is conducive to the operation and development of the company and meets the requirements of the company’s development strategy. The connected transaction is the result of the agreement between the company and other shareholders of the investee based on the investment agreement, which does not damage the interests of the company and its minority shareholders, and does not affect the independence of the company. The related party transaction has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have expressed clear consent, the deliberation procedures of the board of directors and the board of supervisors comply with the provisions of the company law and the articles of Association, and the relevant resolutions are legal and effective. The sponsor agrees to the above related party transactions.
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(there is no text on this page, which is the verification opinions of Citic Securities Company Limited(600030) on Suzhou Nanomicro Technology Co.Ltd(688690) foreign investment and related party transactions)
Sponsor representative:
Zhu Shaohui, Wang Dong
Citic Securities Company Limited(600030) mm / DD / yyyy
