Securities code: Suzhou Nanomicro Technology Co.Ltd(688690) securities abbreviation: Suzhou Nanomicro Technology Co.Ltd(688690) Announcement No.: 2022019 Suzhou Nanomicro Technology Co.Ltd(688690)
Announcement on capital increase and related party transactions of joint stock companies
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 note: Suzhou Nanomicro Technology Co.Ltd(688690) (hereinafter referred to as “the company”) plans to increase the capital of 10 million yuan to the joint-stock company Suzhou sapphire Instrument Co., Ltd. (hereinafter referred to as “Sapphire instrument”), after which the company holds 327042% of the equity of sapphire instrument. This capital increase constitutes a connected transaction and does not constitute a major asset reorganization. There are no major legal obstacles to the implementation of this transaction. The related party transaction has been deliberated and approved at the 7th Meeting of the second board of directors and the 6th meeting of the second board of supervisors, and the independent directors of the company have expressed their independent opinions on the proposal. This related party transaction does not need to be submitted to the general meeting of shareholders for deliberation.
1、 Overview of related party transactions
The company plans to increase the capital of the joint-stock company Suzhou sepu Instrument Co., Ltd. and sign the corresponding capital increase agreement. With the approval of the seventh meeting of the second board of directors of the company, the company exercised the right of additional investment in sapphire instrument, with the pre investment valuation of 203.61 million yuan, increased investment in sapphire instrument of 10 million yuan, and obtained 4.6814% equity of sapphire instrument. After the capital increase, the company holds a total of 327042% equity of cypress instrument.
Jiang biwang, the chairman and general manager of the company, and Zhao Shun, the director, Secretary of the board of directors and chief financial officer, served as the directors of cepstrum instrument. According to the Listing Rules of science and Innovation Board of Shanghai Stock Exchange, cepstrum instrument is an affiliated company of the company. This transaction constitutes a connected transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
As of the disclosure date of this announcement, in the past 12 months, the amount of related party transactions between the company and cypress instrument and the amount of related party transactions invested by the company with different related parties have not reached more than 30 million yuan, and have not exceeded more than 1% of the latest audited total assets or market value of the listed company. This related party transaction is still within the approval authority of the board of directors, There is no need to submit it to the general meeting of shareholders for deliberation.
2、 Basic information of related parties and objects
(I) description of related parties
Company name: Suzhou saipu Instrument Co., Ltd
Legal representative: Dalin Nie (NIE Dalin)
Enterprise type: limited liability company (invested or controlled by natural person)
Date of establishment: April 25, 2011
Registered capital: RMB 1186084900
Actual controller: Dr. Nie Dalin, the founder and chairman of cypress instrument, indirectly controls 431651% of the equity of the company through Suzhou newdemin Technology Consulting Co., Ltd., Suzhou cypress management consulting partnership (limited partnership) and Suzhou cypress management consulting partnership (limited partnership).
Registered address: South of Lianyang road and east of Chang’an Road (Science and technology entrepreneurship Park) in Wujiang Economic and Technological Development Zone
Business scope: R & D, production and sales of biochemical drug separation, purification and testing instruments, and provision of relevant technical services and certification services; Self support and agency of import and export business of various commodities and technologies. General items: manufacturing of experimental and 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.
Shareholders and capital contribution information:
Serial number name subscribed capital contribution (10000 yuan) in proportion to the total capital contribution
1. Suzhou Suzhou Nanomicro Technology Co.Ltd(688690) shares have 3486984 and 293991%
Limited company
2 Suzhou newdemin technical consulting 2816402237454%
limited company
3 Wujiang Haibo technology venture capital 1536182129517%
Capital Co., Ltd
4 Suzhou spectral pure Management Consulting Co., Ltd. 1423302120000%
Partnership (limited partnership)
5-week group 122.8 103534%
6 Suzhou saichun Management Consulting Co., Ltd. 880045 7.4197%
Partnership (limited partnership)
7 Suzhou haidatong technology entrepreneurship 489934 4.1307%
Investment Co., Ltd
Total 11860849 100%
(II) financial data of the latest year
Main financial indicators 2021 (10000 yuan)
Total assets 620687
Net assets 480026
Operating income 858138
Net profit 215586
Note: the above financial data have not been audited by the company’s audit institution.
(III) description of subject matter ownership
The equity ownership of cypress instrument is clear, there is no mortgage, pledge or any other restriction on transfer, there is no judicial measures involving litigation, arbitration or seizure, freezing and other circumstances that hinder the transfer of ownership.
3、 Pricing of related party transactions
According to the investment agreement on Suzhou cypress Instrument Co., Ltd. (hereinafter referred to as the “original investment agreement”) signed in November 2018, the company has the right to increase the equity investment of cypress instrument by up to RMB 10 million, and has agreed on the method of calculating the company’s valuation according to the growth rate of sales revenue of cypress instrument’s own products after the company’s investment.
After negotiation between the company and the existing shareholders of cypress instrument, it is agreed that the pre investment valuation of cypress instrument is RMB 203.61 million based on the actual growth rate of sales revenue of its own products since the company’s investment as of September 30, 2021. The company has increased its investment in cypress instrument by RMB 10 million and obtained 4.6814% equity of cypress instrument. 4、 Equity changes of cepstrum instrument before and after capital increase
Pre investment equity structure post investment equity structure
Name of shareholder proportion of capital 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 (Co., Ltd. 142.33 12.00 142.33 11.44)
(partner)
Zhou Qun 122.80 10.35 122.80 9.87
Suzhou saichun management consulting partnership (88.00 7.42 88.00 7.07 partnership)
Suzhou haidatong Technology Venture Capital Co., Ltd. 48.99 4.13 48.99 3.94
Total 118608 100.00124434 100.00
5、 Main contents and performance arrangements of related party transaction agreement
The company valued the company at 203.61 million yuan before the investment of cypress instrument, increased the investment by 10 million yuan, and obtained 4.6814% equity of cypress instrument, of which the registered capital was increased by 582500 yuan, and the remaining 9.4175 million yuan was included in the capital reserve. After the capital increase, the company held a total of 327042% equity of cypress instrument.
After the completion of this capital increase, the actual controller and major shareholders of cepstrum instrument are willing to transfer most of the equity of cepstrum instrument to the company. The company will hire an independent intermediary to carry out the required due diligence and negotiate the specific plan, perform the corresponding decision-making and approval procedures in strict accordance with relevant regulations and requirements, and timely fulfill the obligation of information disclosure. The subsequent arrangement is independent of this capital increase and does not constitute a package deal. There is uncertainty. Please pay attention to the investment risk.
6、 Necessity of related party transactions and its impact on Listed Companies
The operating revenue and profitability of cypress instrument have maintained a rapid growth momentum in the past three years. China’s biopharmaceutical industry is in a period of strategic opportunity of rapid growth, and domestic equipment with obvious cost-effective advantages must have broad space for display. Cepstrum instrument has accumulated nearly 1000 sets of market installed capacity, and many customers have repeatedly purchased it. It is a domestic leading brand in the field of laboratory protein purification. Through the in-depth integration of the marketing system, we should have the opportunity to achieve greater improvement in market share.
The chromatographic filler and chromatographic medium of the company and the protein separation and purification system of cepstrum instrument are mainly for users of Biopharmaceutical Enterprises and R & D institutions. Increasing investment is conducive to promoting closer cooperation between the two sides, fully sharing sales and market resources, and realizing the rapid growth of their respective businesses.
The valuation price of cepstrum instrument calculated according to the original investment agreement is attractive, and the exercise of the right to increase investment is beneficial to the company.
This related party transaction will not have a significant impact on the company’s financial status and operating results this year, there is no situation affecting the company’s sustainable operation ability, financial status, operating results, etc., there is no situation damaging the interests of the company’s shareholders, nor will it affect the independence of the company, and the company’s main business will not rely on or be controlled by related parties due to this transaction.
7、 Review procedures of related party transactions
On March 9, 2022, the company held the 7th Meeting of the second board of directors and deliberated and adopted the proposal on capital increase of Suzhou sepu Instrument Co., Ltd. related directors biwang Jack Jiang and Zhao Shun avoided voting according to relevant regulations, and other non related directors unanimously agreed and passed the proposal. The capital increase and related party transactions of the participating companies fall within the scope of the deliberation authority of the board of directors and do not need to be submitted to the general meeting of shareholders for deliberation. (II) independent opinions of independent directors
The independent directors believe that the voting procedure for the related party transaction of the company’s capital increase to Suzhou Sapp Instrument Co., Ltd. is legal and follows the market-oriented principles of fairness, openness and impartiality. The pricing method of this transaction is reasonable and the price is fair. There is no situation that affects the company’s sustainable operation ability, financial status and operating results, and damages the interests of the company’s shareholders, especially the minority shareholders, And will not affect the independence of the company. We agree to the proposal of the company to increase capital to joint-stock companies.
(III) deliberation of the board of supervisors
On March 9, 2022, the company held the sixth meeting of the second board of supervisors, which deliberated and passed the proposal on capital increase and related party transactions of the company to the participating companies. The board of supervisors held that the capital increase of the company to the participating companies expanded the working capital of the participating companies, which was conducive to promoting the healthy and orderly development of the participating companies and further strengthening the industrial layout and integration ability of the company, Promote the realization of the company’s overall strategic objectives. When the board of directors deliberated the matter, the related directors avoided voting. The deliberation and decision-making procedures were in line with the provisions of relevant laws and regulations and the articles of association, and there was no harm to the interests of the company and shareholders. The board of supervisors agreed that the company would increase capital and related party transactions to the joint-stock company.
8、 Verification opinions of the recommendation institution
After verification, the sponsor believes that 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.
It is hereby announced.
Suzhou Nanomicro Technology Co.Ltd(688690) board of directors
