Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd
About Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Verification opinions on the acquisition of 100% equity of domestic companies and related party transactions
Orient Securities Company Limited(600958) underwriting sponsor Co., Ltd. (hereinafter referred to as "Oriental Investment Bank" or "sponsor") as a sponsor of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as " Pharmaron Beijing Co.Ltd(300759) " or "company") for initial public offering of shares and listing on GEM, in accordance with the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 13 - sponsor business In accordance with the requirements of relevant laws, regulations and normative documents, such as the Listing Rules of Shenzhen Stock Exchange on the gem and the self regulatory guidelines for listed companies on the Shenzhen Stock Exchange No. 2 - standardized operation of listed companies on the gem, the matters of Pharmaron Beijing Co.Ltd(300759) acquisition of 100% shares of domestic companies and related party transactions have been verified. The details are as follows:
1、 Overview of related party transactions
In order to further strengthen the quality control of Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd. (hereinafter referred to as "the company"), optimize the company's experimental animal supply system and strengthen the company's ability in biosciences such as drug safety evaluation, The company intends to acquire 100% equity of Beijing Ankai Yibo Biotechnology Co., Ltd. (hereinafter referred to as "Ankai Yibo", "target company" or "target company") held by Ms. Chen Jing and Mr. Chen Xuejun, a non affiliated natural person, with its own funds for a consideration of about RMB 83.6 million (hereinafter referred to as "this transaction"). After the completion of this transaction, the company will hold 100% equity of Ankai Yibo.
On March 25, 2022, the company held the 18th meeting of the second board of directors and the 14th meeting of the second board of supervisors, deliberated and adopted the proposal on the acquisition of 100% equity of domestic companies and related party transactions, and the related directors Boliang Lou, Lou Xiaoqiang and Zheng Bei have avoided voting on the proposal at the board of directors. Voting results of the board of directors: 8 votes in favor, 0 votes against, 0 votes abstained and 3 votes avoided. The independent directors have expressed their prior approval opinions and agreed independent opinions.
This transaction constitutes a connected transaction, but does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to relevant laws and regulations and the articles of association, this matter is within the approval authority of the board of directors and does not need to be approved by the general meeting of shareholders.
1. Chen Jing (affiliated natural person, holding 75% equity of Ankai Yibo)
Address: Xihu District, Hangzhou
Employer: one of the actual controllers, executive director and manager of Ankai Yibo
Affiliation: Ms. Chen Jing is the spouse of the actual controller, chairman and CEO of the company, Boliang Lou, and Mr. Lou Guoqiang, the brother of Lou Xiaoqiang, the actual controller, director and chief operating officer of the company. She meets the affiliation conditions specified in Item (IV) 7.2.5 of the GEM Listing Rules of Shenzhen Stock Exchange.
The target company controlled by Chen Jing provided the company with experimental animals and signed the framework agreement on the purchase of experimental animals with the company on October 28, 2020; Ningbo Kanghui Technology Development Co., Ltd. controlled by Chen Jing signed a lease agreement with Pharmaron Beijing Co.Ltd(300759) (Ningbo) drug development Co., Ltd. (hereinafter referred to as "KANGLONG Ningbo"), a wholly-owned subsidiary of the company. From July 1, 2021 to June 30, 2024, KANGLONG Ningbo leased some houses of Ningbo Kanghui Technology Development Co., Ltd; Chen Jing and Zheng Bei, one of the actual controllers, director and executive vice president of the company, jointly invested in Ningbo huichangjian Investment Co., Ltd; Chen Jing invested in Ningbo Kanghui Technology Development Co., Ltd. through Ningbo huichangjian Investment Co., Ltd. and Zheng Bei; Chen Jing invested in Beijing kangtaibo Technology Development Co., Ltd. through Ningbo huichangjian Investment Co., Ltd. and Beijing Duotai Investment Management Co., Ltd., one of the top ten shareholders of the company; Chen Jing invested in Ningbo Yufeng venture capital partnership (limited partnership) through Ningbo huichangjian Investment Co., Ltd. and Lou Xiaoqiang. Ningbo huichangjian Investment Co., Ltd., Beijing kangtaibo Technology Development Co., Ltd. and Ningbo Yufeng venture capital partnership (limited partnership) have no relationship with the company in terms of property rights, business, creditor's rights and debts, assets and personnel, and there are no other relationships that may or have caused the listed company to tilt its interests. In addition to the above, Chen Jing has no relationship with the company, other directors, supervisors and top ten shareholders in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the listed company to favor its interests.
2. Chen Xuejun (non affiliated natural person, holding 25% equity of Ankai Yibo)
Address: Xiacheng District, Hangzhou
Employer: supervisor of Ankai Yibo
Mr. Chen Jun has no relationship with the company's top ten shareholders, non directors, supervisors or other related parties in terms of property rights, and may not have any relationship with the company's top ten shareholders, non directors, supervisors or other related parties.
After investigation, the above counterparties, Ms. Chen Jing and Mr. Chen Xuejun, are not dishonest Executees.
3、 Basic information of transaction object
(I) overview of the subject company
Company name: Beijing Ankai Yibo Biotechnology Co., Ltd
Registered address: 17a, No. 15, Jingsheng South 4th Street, Jinqiao Science and technology industrial base, Tongzhou Park, Beijing Centergate Technologies (Holding) Co.Ltd(000931) science and Technology Park, Tongzhou District, Beijing
Registered capital: 4 million yuan
Nature of enterprise: limited liability company (invested or controlled by natural person)
Major shareholders: Chen Jing holds 75% equity and Chen Xuejun holds 25% equity.
Date of establishment: September 13, 2012
Main business: raising and breeding experimental animals (SPF Rats and mice without specific disease source) (the production license of experimental animals is valid until December 28, 2022); Technology promotion; Import and export of goods, import and export of technology, import and export agency. (after obtaining this license, it shall be filed with the Commission of Commerce. The enterprise shall independently choose business projects and carry out business activities according to law; the projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; it shall not engage in business activities of projects prohibited and restricted by industrial policies of this city.)
(II) other information of the transaction object
1. Ankai Yibo financial data
Unit: RMB
Project / time: December 31, 2020 / December 31, 2021 / 2020
Total assets 12010305411558168234
Total liabilities 257308561133112386
Total receivables 15370640051070500
Total amount involved in contingencies -- (including guarantee, litigation and arbitration matters)
Net assets 9437219801425055848
Operating income 13426095001252641573
Operating profit 7016 Gettopacoustic Co.Ltd(002655) 22684920
Profit before tax 713642198551170201
Net profit 634681910481335668
Net cash flow from operating activities
The above data have been audited.
2. There is no mortgage or pledge on the equity of this transaction, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing. There are no provisions restricting the rights of shareholders other than laws and regulations in the articles of association or other documents of the subject of the transaction. The equity of this transaction does not provide guarantee or financial assistance for others. As of December 31, 2021, the subject company had no business dealings with the counterparty. After the completion of this transaction, the company does not provide financial assistance to the counterparty in the form of operating capital transactions. The ownership of the underlying equity of the transaction is clear, and there are no legal obstacles to equity transfer. After verification, the subject matter of the transaction is not a dishonest person to be executed.
(III) appraisal of the underlying assets of the transaction
The company entrusts Shanghai Dongzhou Assets Appraisal Co., Ltd. with securities and futures business qualification to evaluate the assets of Ankai Yibo and issues the asset appraisal report on the value of all equity of shareholders of Beijing Ankai Yibo Biotechnology Co., Ltd. involved in Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd.'s planned acquisition of the equity of Beijing Ankai Yibo Biotechnology Co., Ltd. (Dongzhou pingbao Zi [2022] No. 0587).
The appraisal takes December 31, 2021 as the benchmark date. The value of all shareholders' equity obtained by using the income method is 83.6 million yuan, the book value is 142083 million yuan, the appraisal value added is 693918 million yuan, and the appreciation rate is 488.39%; The book value of the assets is 144283 million yuan, which is calculated by the shareholder's equity method, and the value-added rate of all the assets is 144283 million yuan, which is 14.283 million yuan.
In addition to tangible resources such as fixed assets and working capital, enterprise value should also include the contribution of important intangible resources such as team advantage, service ability and management advantage. The appraisal result of the asset-based method only evaluates the value of each single tangible asset and identifiable intangible asset, which can not fully reflect the value contribution of each single asset portfolio to the whole company, nor can it fully measure the overall effect value of the enterprise that may be produced by the mutual matching and organic combination factors of each single asset. The overall profitability of the company is the result of the joint action of all environmental factors and internal conditions of the enterprise. The value connotation of the appraisal result of income method includes all intangible assets that cannot be identified by the enterprise, so the appraisal result is higher than that of asset-based method. The income method can objectively and reasonably reflect the value of the appraisal object. Therefore, the appraisal conclusion adopts the income method, that is, the value of all shareholders' equity of Ankai Yibo is 83.6 million yuan.
4、 Main contents of transaction agreement
The main terms of the equity purchase agreement of this transaction are as follows:
1. Transferor: Chen Jing (holding 75% equity of Ankai Yibo) and Chen Xuejun (holding 25% equity of Ankai Yibo).
Purchaser: Pharmaron Beijing Co.Ltd(300759) (Beijing) new drug Technology Co., Ltd
Transaction object: Beijing Ankai Yibo Biotechnology Co., Ltd
2. Transaction amount: according to the assets appraisal report (No.: Dongzhou pingbao Zi (2022) No. 0587) issued by Shanghai Dongzhou Assets Appraisal Co., Ltd. on March 24, 2022, as of the benchmark date of December 31, 2021, the appraisal value of all shareholders' equity of Ankai Yibo is RMB 83.6 million. The consideration for this acquisition is determined by reference to the above evaluation value through mutual consultation, and the basic price is RMB 83.6 million (the "basic price"), The final pricing of this acquisition ("final pricing") shall be adjusted accordingly on the basis of the basic pricing according to the following calculation method: final pricing = basic pricing + (cash balance of the target company as of the closing date - cash balance of the target company as of the benchmark date) - (amount of liabilities of the target company as of the closing date - amount of liabilities of the target company as of the benchmark date) +Working capital of the target company as of the closing date - working capital of the target company as of the benchmark date.
The basic pricing and final pricing agreed in this Agreement are tax inclusive prices.
3. Payment method and fund source: the transaction consideration is paid in cash in two times, and the fund source is the company's own funds.
4. Delivery: on the premise that all the delivery conditions specified in the agreement are met or the acquiree is exempted in writing, both parties shall deliver in accordance with the agreement.
5. Transitional period arrangement: the existing shareholders shall not violate or contribute to the violation of the representations and warranties of this agreement by any act or omission; Except with the written consent of the acquirer, the existing shareholders shall not transfer or pledge the equity of the target company to a third party, and the equity structure and registered capital of the target company shall not be changed (whether approved or registered); The target company shall communicate with the acquirer in advance and obtain the prior written consent of the acquirer when making profit distribution or other distribution, or adding equity incentive, option and other special incentives or incentive plans to its directors, senior managers or other employees; Except with the written consent of the acquirer, the target company shall not engage in foreign investment, acquisition or disposal of major assets (up to 5% of the total audited assets of the previous year), borrowing, merger, division, financing, or enter into agreements related to the above-mentioned acts outside its daily business; Unless otherwise agreed in writing by the purchaser
