Securities code: Changchun High And New Technology Industries (Group) Inc(000661) securities abbreviation: Changchun High And New Technology Industries (Group) Inc(000661) Announcement No.: 2022020 Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
On capital increase and acquisition of part of the equity of Shanghai Chun’an Biomedical Technology Co., Ltd
Foreign Investment Announcement
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.
1、 Overview of foreign investment
1. Basic information of foreign investment:
Changchun Jinsai Pharmaceutical Co., Ltd. (hereinafter referred to as “Jinsai pharmaceutical”), a subsidiary of Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd. (hereinafter referred to as ” Changchun High And New Technology Industries (Group) Inc(000661) ” or “the company”), intends to sign a joint agreement with Shanghai Chunan Biomedical Technology Co., Ltd. (hereinafter referred to as “Chunan biology”) on the acquisition of equity Agreement on capital increase and share expansion of Shanghai Chun’an Biomedical Technology Co., Ltd. (hereinafter referred to as “investment agreement”). With its own funds, Kinsey pharmaceutical plans to acquire a total of 51% equity of Chun’an biology in the form of capital increase and share expansion in three stages. This is the first stage, that is, according to the current valuation of Chun’an biology, it will acquire 30% equity of Chun’an biology. The total investment in this stage is expected to be 102857148 million yuan.
2. Voting of investment proposal considered by the board of directors:
Changchun High And New Technology Industries (Group) Inc(000661) the 10th meeting of the 10th board of directors was held on March 15, 2022, and the proposal on capital increase of Shanghai Chun’an Biomedical Technology Co., Ltd. was deliberated and adopted. The independent directors of the company expressed their independent opinions on this matter.
The appraisal report on the value of all equity assets of Changchun jinshai Pharmaceutical Co., Ltd. to invest in Shanghai Chun’an Biomedical Technology Co., Ltd. involved in this investment needs to complete the filing procedures of state-owned assets. This transaction does not need to be approved by the general meeting of shareholders of the company or other relevant government departments.
3. This investment does not constitute a related party transaction.
2、 Basic information of investment object
1. Basic information of Chunan biology
(1) Date of establishment: May 7, 2019;
(3) Registered capital: 1529371 yuan;
(4) Legal representative: Feng Lichun;
(5) Type: limited liability company (joint venture between Taiwan, Hong Kong, Macao and China);
(6) Business scope: technology development, technical consultation, technical service and technology transfer in the fields of medical science and Technology (except human stem cells, diagnosis, treatment and psychological counseling), biotechnology (except the development and application of human stem cells and gene diagnosis and treatment technology), wholesale, import and export of chemical raw materials and products (except dangerous goods) Commission Agency (excluding auction), enterprise management consulting, business information consulting (excluding financial information). [for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments].
2. Up to now, the registered capital, shareholders and share capital structure of Chun’an biological industrial and commercial registration are as follows:
Name of shareholder subscribed capital contribution (10000 yuan) contribution method shareholding ratio (%)
Covalente biomedical Co., Ltd
(coval biopharma 68 equivalent USD spot exchange 44.46)
LIMITED)
Feng Lichun 32 RMB 20.92
TF capital CA Ltd. 23.53 USD equivalent spot exchange 15.39
Shanghai Esme enterprise management consulting partnership 176471 RMB 11.54
(limited partnership)
Xi’an Taiming equity investment partnership (limited) 11.76 RMB 7.69
Partnership)
Total 1529371100
The above shareholders do not have any relationship with Changchun High And New Technology Industries (Group) Inc(000661) , Changchun High And New Technology Industries (Group) Inc(000661) controlling shareholders and their subsidiaries and Changchun High And New Technology Industries (Group) Inc(000661) subsidiaries.
3. The main financial indicators of Chun’an biology in the latest year and another period are as follows (audited):
Unit: Yuan
Project: November 30, 2021 December 31, 2020
Total assets 12295432862646194261
Total liabilities 399134914449442222
Total owner’s equity 8304083722196752039
January November 2021 January December 2020
Operating income 379246 0
Net profit -1366343667 -763202453
3、 Main contents of foreign investment contract
1. Agreement subject
Party A / company: Shanghai Chunan Biomedical Technology Co., Ltd
Party B 1 / Feng Lichun: Feng Lichun
Party B 2 / covalent: coval biopharma limited Party B 3 / Esme: Shanghai Esme enterprise management consulting partnership (limited partnership)
Party C / Kinsey pharmaceutical: Changchun Kinsey Pharmaceutical Co., Ltd
Ding Fang / Hao Zhang: Hao Zhang
Party e: Weijiang Zhang
Own party 1 / Taifu capital: TF capital CA Ltd
Own party 2 / Taiming Investment: Xi’an Taiming equity investment partnership (limited partnership)
(in this agreement, Party B 1 / Feng Lichun, Party B 2 / kvirent and Party B 3 / Esme are collectively referred to as “Party B”, Party B 1 / Feng Lichun, Party D / Hao Zhang and party e / Weijiang Zhang are collectively referred to as “Founding shareholders”; party 1 / Taifu capital and Party 2 / Taiming investment are collectively referred to as “party I / Taifu”; party I / Taifu and Party C / kinsay pharmaceutical are hereinafter collectively referred to as “investors” or “Investor”; Party A / company, Party B 1 / Feng Lichun, Party B 2 / coverent, Party B 3 / Esme, Party C / Kinsey pharmaceutical, Party D / Hao Zhang, party e / Weijiang Zhang, party 1 / Taifu capital and Party 2 / Taiming investment are collectively referred to as “parties” / “parties” / “parties to this Agreement”).
2. Investment amount
In the first stage, Chun’an biology plans to increase the registered capital by 655445 yuan, increasing the registered capital from 1529371 yuan to 2184816 yuan. The capital increase price of each new registered capital is 1569272 yuan. The capital increase method is currency. The subscription object of the new registered capital is Kinsey pharmaceutical. Kinsay pharmaceutical subscribed for all the capital increase of Chun’an biology at the above price in the form of monetary contribution, with a total subscription price of 102857148 million yuan. The second, third and subsequent investment amount will be determined by the valuation of Chun’an biology at that time.
3. Arrangement of board of directors and management personnel
Chun’an biology established a new board of directors. After the completion of the first phase of capital injection of kinsay pharmaceutical, the new board of directors has a total of five people. Kinsay pharmaceutical appoints one director, Party B 1 / Feng Lichun, Party B 2 / covellent jointly appoints three directors, and Party B / Taifu jointly appoints one director. The chairman of the board of directors is appointed by Party B 1 / Feng Lichun and Party B 2 / covellent.
After the completion of the second phase of capital injection of Kinsey pharmaceutical, the number of directors of the board of directors of Chun’an biology increased to 7, and Kinsey pharmaceutical Commission
Two directors shall be appointed, Party B 1 / Feng Lichun, Party B 2 / covellent shall jointly appoint four directors, and Party B / Taifu shall jointly appoint one director.
After the completion of the third phase of capital injection of kinsay pharmaceutical, the number of directors on the board of directors of Chun’an biology will increase to 9. Kinsay pharmaceutical will appoint 5 directors, Party B 1 / Feng Lichun, Party B 2 / covellent will jointly appoint 3 directors, and Party B / Taifu will jointly appoint 1 Director.
The financial director of the new management is recommended by kinsay pharmaceutical and appointed by the new board of directors of Chun’an biology, and the general manager is nominated by Party B and appointed by the new board of directors of Chun’an biology. Other management is recommended by the general manager and appointed by the new board of directors of Chun’an biology.
Jinsai pharmaceutical’s acquisition of equity shall not affect the listing of Chun’an biology.
4. Rights and obligations
This agreement stipulates the rights and obligations such as preemptive right, equity lock-in, preemptive right, joint sale right, preemptive liquidation right, right to know audit data, anti dilution, repurchase right, drag along right, investor status, termination of “one vote veto”, performance commitment and compensation. The core terms are as follows:
(1) Preemptive right: under the same valuation conditions, Kinsey pharmaceutical has the right to preempt the equity of Chun’an biology in the subsequent financing of Chun’an biology than other shareholders of Chun’an biology;
(2) Repurchase right: in case of relevant agreement of Chun’an biological, Kinsey pharmaceutical and its own party / Taifu have the right to start the acquisition terms and require one or more of Chun’an biological, Party B, Party D / Hao Zhang, party e / Weijiang Zhang to acquire all the equity of Chun’an biological held by Kinsey pharmaceutical and its own party / Taifu, Party B, Party D / Hao Zhang or party e / Weijiang Zhang have the obligation to purchase it.
(3) Drag along right: under the condition that the relevant agreed conditions are met at the same time, if the shareholders with more than 2 / 3 of the voting rights of Chun’an biology, including Kinsey pharmaceutical and its own / Taifu, agree to accept the offer of a third party to acquire the company as a whole, then all other shareholders shall participate in the sale transaction with the same conditions and price.
(4) Termination of “one vote veto”: after the agreement takes effect, if the equity of Chun’an biology held by Kinsey pharmaceutical is lower than the agreed proportion of the registered capital of Chun’an biology at that time, Kinsey pharmaceutical will no longer enjoy the “one vote veto” agreed in the agreement.
(5) Performance commitment and compensation: if the relevant products of Chun’an biology fail to complete the corresponding clinical progress within the agreed time, Party B shall make corresponding compensation to kinsay pharmaceutical according to their respective shareholding ratio at that time. 5. Liability for breach of contract
If either party violates the obligations and / or any guarantee and commitment agreed in the investment agreement, the observant party shall be entitled to claim relevant liabilities for breach of contract from the defaulting party in accordance with the investment agreement, and the expenses incurred by the observant party in safeguarding its rights (including but not limited to direct losses, indirect losses, lawyer’s fees, litigation fees and notarization fees) shall be borne by the defaulting party separately.
6. Effective conditions and time of the contract
The investment agreement will come into force on the date of signing by all parties. The agreement will be formally signed after being reviewed and approved by the company and the board of directors of kinsay pharmaceutical.
4、 Purpose, existing risks and impact on the company of foreign investment
After this investment, we can make full use of the existing molecular coupling technology platform of Chun’an biology to develop new products in line with the company’s strategy. At the same time, it is conducive to broaden the company’s business structure and enable the company to quickly enter the field of senile bone and joint diseases and dermatology.
At present, the research projects of Chun’an biology are in the preclinical stage, and the R & D is vulnerable to some uncertain factors, and the subsequent sales depends on the future market competition pattern and product promotion effect, so it is impossible to predict the impact on the performance in the future.
Changchun High And New Technology Industries (Group) Inc(000661) technology industry (Group) Co., Ltd
Board of directors
March 17, 2022
