Securities code: Hybio Pharmaceutical Co.Ltd(300199) securities abbreviation: Hybio Pharmaceutical Co.Ltd(300199) Announcement No.: 2022028 Hybio Pharmaceutical Co.Ltd(300199)
Announcement on signing binding letter of intent
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. The performance of this contract will not have a great impact on the company's operation this year.
2. The signing of this contract is only the letter of intent for patent authorization, which is in the relevant patent application. There is still uncertainty about whether the follow-up can be approved.
3. Covid-19 test kit of the company is currently in the stage of clinical sample testing, and it still needs to be tested by China food and drug identification and Research Institute in the later stage. In terms of clinical research, there is a risk that the effect does not meet the expectation, there is uncertainty about the clinical progress and whether the follow-up can be approved for listing, and there is uncertainty about the economic benefits and impact on the company's performance in the future. 4. As of the disclosure date of this announcement, a number of kits have been certified and sold internationally. For example, Andon Health Co.Ltd(002432) U.S. subsidiary has been authorized by the U.S. FDA EUA and sold in the United States Shenzhen Yhlo Biotech Co.Ltd(688575) has been certified by Japan PMDA and has received orders to be sold and listed in Japan Bgi Genomics Co.Ltd(300676) wholly owned subsidiary has obtained the EU CE certificate and the listing approval of Saudi Arabia Food and drug administration Contec Medical Systems Co.Ltd(300869) has been registered by the competent EU authorities and is allowed to carry out overseas sales Shenzhen Everbest Machinery Industry Co.Ltd(002980) has obtained EU CE certification and can be sold in EU countries and countries that recognize EU CE certification. At the same time, the same type of products of 10 manufacturers in China have been approved, and more than 70 similar products are still under approval by the State Drug Administration. There is still uncertainty about whether the company's products can be listed and approved, and there is great uncertainty about the impact on future performance.
5. As of September 30, 2021, the company's book monetary capital balance is 215 million yuan, and the asset liability ratio is 58.65%. In view of the large capital demand in the existing research projects, if the credit policy and the smoothness of financing channels change, the company may bear certain capital risks.
6. The company has suffered performance losses for three consecutive years from 2019 to 2021. In 2021, the expected loss of the company's net profit after deducting non recurring profits and losses is RMB 380 million to RMB 430 million. The company solemnly reminds investors to pay attention to the transaction risks in the secondary market, make prudent decisions and make rational investment.
7. As of the disclosure date of the announcement, the cumulative pledge rate of the company's controlling shareholders and those acting in concert has reached 94.18%, and the pledge proportion is high. Please pay attention to the investment risk.
Please make careful decisions and pay attention to preventing investment risks.
1、 Basic information of the contract
Based on Hybio Pharmaceutical Co.Ltd(300199) (hereinafter referred to as "company" and " Hybio Pharmaceutical Co.Ltd(300199) "), the company entered into a strategic cooperation framework agreement with the Shenzhen national infectious disease clinical medical research center (hereinafter referred to as the "National Research Center") and the third people's Hospital of Shenzhen (hereinafter referred to as the "three Municipal Hospitals"). The three municipal hospitals jointly developed the family fast New Coronavirus antigen detection kit. The National Research Center and the Third Municipal Hospital of the state proposed to license the global exclusive license for the family fast New Coronavirus antigen detection kit (B two P301-F7 and P301-H5 antibody, and subsequent patents related to the project).
The signing of this contract belongs to the company's strategic development plan. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, the signing of this contract does not constitute a related party transaction and does not need to be deliberated by the board of directors and the general meeting of shareholders of the company.
2、 Introduction to the counterparty
(1) Shenzhen National Center for clinical research on infectious diseases
Organizers: Shenzhen Municipal Health Commission and Shenzhen Third People's Hospital;
Unified social credit Code: 12440300mb2d31240l;
Legal representative: Liu Lei;
Company domicile: room 2208 and room 2209, 22 / F, building F, No. 29, Bulan Road, Nanwan street, Longgang District, Shenzhen; Start up capital: 30 million yuan;
Purpose and business scope: carry out cutting-edge medical research, strengthen the construction of basic medical research platform, promote the cooperation between medical research enterprises and help the development of health industry, popularize and promote the development of grass-roots level, carry out research on major epidemic emergency, cultivate a team of medical scientific and technological innovation talents, and strengthen international scientific and technological cooperation and exchange.
(2) Shenzhen Third People's Hospital
Organizer: Shenzhen Health Commission;
Unified social credit Code: 12440 Beijing Ctrowell Technology Corporation Limited(300455) 75559xn;
Legal representative: Liu Lei;
Company domicile: No. 29, Bulan Road, Nanwan street, Longgang District, Shenzhen;
Start up capital: 90 million yuan
Purpose and business scope: public health services / medical research / teaching / training / medical services / foreign cooperation in teaching and research related fields / prevention and health care department / general medical department / internal medicine; Major in respiratory medicine; Major in Gastroenterology; Department of Neurology; Major in cardiovascular medicine; Major in Hematology; Nephrology major; Endocrinology; Geriatrics / surgery; General surgery; Neurosurgery; Orthopedics major; Urology; Thoracic surgery / gynecology and obstetrics / women's health department / Pediatrics / child health department / ophthalmology / otolaryngology / stomatology / dermatology / psychiatry; Clinical psychology specialty / infectious disease / tuberculosis Department / oncology / emergency medicine / anesthesiology / critical care medicine / medical laboratory / pathology / medical imaging department / Department of traditional Chinese medicine / Integrated Traditional Chinese and Western medicine.
3、 Main contents of the contract
Party A: Hybio Pharmaceutical Co.Ltd(300199)
Party B: Shenzhen national infectious disease clinical medical research center and Shenzhen Third People's Hospital
The patent technology approved by this contract, the household New Coronavirus antigen test kit (Party B number P301-F7 and P301-H5 two antibodies, and subsequent patents related to the project) shall be optimized or replaced according to the requirements of Party A.
1. Authorization and license: Party A accepts the global exclusive license of "technology and patent" in this item.
Party A and / or its affiliates may decide the trademark of the product in the authorized area at their own discretion. The product trademark shall be owned by Party A.
Technical data refers to the complete set of technology, registration documents, patents, etc., which shall be provided by Party B to Party A for use by Party A.
2. License period: 15 years from the date of signing the agreement.
3. License terms and expenses: from the date of signing the contract, all expenses incurred in the subsequent commercial product development, application for registration and commercial production shall be borne by Party A; Party B shall continue to provide technical support;
Within 15 consecutive years after the product of the project is listed under the production document number, Party A shall pay the profit share to Party B. the specific share proportion and conditions will be separately agreed by both parties before the product is approved for listing.
4、 Impact on the company
The company signed the binding letter of intent with the National Research Center and the third municipal hospital. The two sides worked together to develop the household fast New Coronavirus antigen detection kit. After the latter products were listed, the profit sharing would not cause much impact on the company's operation this year.
5、 Risk tips
1. The signing of this contract is only the letter of intent for patent authorization, which is in the relevant patent application. There is still uncertainty about whether the follow-up can be approved.
2. At present, the Chinese food research institute is still in the late stage of clinical testing of cod-19 kits. In terms of clinical research, there is a risk that the effect does not meet the expectation, there is uncertainty about the clinical progress and whether the follow-up can be approved for listing, and there is uncertainty about the economic benefits and impact on the company's performance in the future. 3. As of the disclosure date of this announcement, a number of kits have been certified and sold internationally. For example, Andon Health Co.Ltd(002432) U.S. subsidiary has been authorized by the U.S. FDA EUA and sold in the United States Shenzhen Yhlo Biotech Co.Ltd(688575) has been certified by Japan PMDA and has received orders to be sold and listed in Japan Bgi Genomics Co.Ltd(300676) wholly owned subsidiary has obtained the EU CE certificate and the listing approval of Saudi Arabia Food and drug administration Contec Medical Systems Co.Ltd(300869) has been registered by the competent EU authorities and is allowed to carry out overseas sales Shenzhen Everbest Machinery Industry Co.Ltd(002980) has obtained EU CE certification and can be sold in EU countries and countries that recognize EU CE certification. At the same time, the same type of products of 10 manufacturers in China have been approved, and more than 70 similar products are still under approval by the State Drug Administration. There is still uncertainty about whether the company's products can be listed and approved, and there is great uncertainty about the impact on future performance.
4. As of September 30, 2021, the company's book monetary capital balance is 215 million yuan, and the asset liability ratio is 58.65%. In view of the large capital demand in the existing research projects, if the credit policy and the smoothness of financing channels change, the company may bear certain capital risks.
5. The company has suffered performance losses for three consecutive years from 2019 to 2021. In 2021, the expected loss of the company's net profit after deducting non recurring profits and losses is RMB 380 million to RMB 430 million. The company solemnly reminds investors to pay attention to the transaction risks in the secondary market, make prudent decisions and make rational investment.
6. As of the disclosure date of the announcement, the cumulative pledge rate of the company's controlling shareholders and those acting in concert has reached 94.18%, and the pledge proportion is high. Please pay attention to the investment risk.
The company will perform the information disclosure business according to the actual progress. Please make careful decisions and pay attention to preventing investment risks.
6、 Other information
1. Framework agreements signed in recent three years
On April 8, 2019, the company signed a strategic cooperation agreement with Shenzhen investment holding East China Sea Investment Co., Ltd. to establish a fund to invest in high-quality projects in the pharmaceutical field with good growth and development prospects. Up to now, the investment project has not been determined and has not been actually invested. It is only a cooperation framework, no formal cooperation agreement has been signed, and there is no investment profit or loss.
On May 10, 2019, the company signed the strategic cooperation agreement with the Management Committee of Dali Economic and Technological Development Zone. The company regards Dali as an important development base and key investment area for its planting and deep processing of industrial marijuana. Up to now, Hanyu Dali has not obtained the industrial marijuana production license. According to the agreement, if the industrial marijuana production license and planting license are not approved in the later stage, the land can be used for biopharmaceutical or general health industry. If it is necessary to transfer or transfer the project land, it must be handled in accordance with relevant national regulations. If the purpose of the project is changed without authorization in violation of relevant laws and regulations, the company has the right to investigate the liability for breach of contract, unilaterally terminate the contract and recover the land, aboveground buildings and attachments according to law.
2. Changes in shareholding of the controlling shareholders within 5 months before the signing of the contract
The shareholding of the controlling shareholder and the directors, supervisors and senior management of the company has not changed in the first three months. The original shareholders holding more than 5% of the shares, Shenzhen Investment and Control Capital Co., Ltd. - Shenzhen Investment and control win-win equity investment fund partnership (limited partnership) (hereinafter referred to as "win-win fund"), Peng Tong and Lai Jiansheng have bought and sold the company's shares in the past three months. The company has purchased and sold the company's shares in accordance with the provisions of relevant laws and regulations, The trading behaviors of win-win fund, Peng Tong and Lai Jiansheng will be announced. For details, see the relevant announcements disclosed on the information disclosure website designated by the CSRC on gem on December 31, 2021 and January 26, 2022. The transaction details are listed as follows:
Time shareholder name trading method average transaction price reduction quantity
(yuan / share) (10000 shares)
On December 31, 2021, the block trading of win-win fund was 11.98 985.06
On January 11, 2022, the block trading of win-win fund was 12.55 800
On January 24, 2022, Peng Tong's block trading was 15.831833
On January 24, 2022, Lai Jiansheng's block transaction was 16.001300
The win-win fund, Peng Tong and Lai Jiansheng, the shareholders holding more than 5% of the company's shares, have no clear reduction plan in the next three months. If the relevant parties plan to implement the share reduction plan in the next three months, the company will perform the obligation of information disclosure in strict accordance with the relevant provisions of China Securities Regulatory Commission and Shenzhen Stock Exchange.
7、 Documents for future reference
Binding letter of intent
It is hereby announced!
Hybio Pharmaceutical Co.Ltd(300199) board of directors March 15, 2022
