Securities code: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) securities abbreviation: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) No.: 2022028 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) about
Announcement on capital increase and share expansion of biological medical subsidiary and introduction of strategic investors
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、 Transaction overview
(I) basic information
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd. (hereinafter referred to as “biomedical”) is a holding subsidiary of Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company” or ” Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) “). According to the development plan of biomedical financing, in order to further optimize the capital structure, biomedical plans to introduce the strategic investor Shenzhen Xinshi Xinxing industry M & A equity investment fund partnership (limited partnership) (hereinafter referred to as “Xinda Kunpeng fund” or “lead investor”) by means of capital increase and share expansion, which will increase the capital of biomedical by RMB 300 million and obtain 6.5580% equity after the capital increase. Meanwhile, Xinshi Xinjie investment partnership (limited partnership) (hereinafter referred to as “Xinshi Xinjie”, together with “Xinda Kunpeng fund”, the “investor”) of Xinda Kunpeng fund’s employee follow-up investment platform Ningbo Meishan bonded port area will participate in the follow-up investment, increase the capital of biological medicine by RMB 500000 in monetary form, and obtain 0.0109% equity after the capital increase of biological medicine.
The company waives the preemptive right to subscribe for this capital increase.
After the completion of the transaction, the registered capital of biomedicine will increase from 1000191698 million yuan (based on the registered capital after the company’s capital increase in biomedicine, subject to the industrial and commercial registration and filing); The company’s shareholding in biomedicine will be diluted from 100% to 934311%, and biomedicine is still a holding subsidiary within the scope of the company’s consolidated statements.
(II) deliberations of the board of directors
The proposal on increasing capital and shares of biomedical subsidiaries and introducing strategic investors has been deliberated and adopted at the 26th meeting of the Fifth Board of directors of the company with 9 consent, 0 opposition and 0 abstention.
(III) necessary approval procedures
This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange, this matter needs to be submitted to the general meeting of shareholders for deliberation and approval. The board of directors requests the general meeting of shareholders to authorize the management of the company to be responsible for signing the corresponding legal documents related to this transaction and the specific matters related to the performance of the agreement. The authorization period is until all relevant matters are handled.
2、 Basic information of counterparty
(I) basic information of the counterparty
1. Capital increasing party I: Shenzhen Xinshi Xinxing industry M & A equity investment fund partnership (limited partnership) (1) basic information
Company name: Shenzhen Xinshi Xinxing industry M & A equity investment fund partnership (limited partnership)
Type of limited partnership subscribed capital contribution (10000 yuan)
Date of establishment: August 16, 2019 unified social credit Code: 91440300ma5fr2ml4f
Executive partner Xinda Kunpeng (Shenzhen) Equity Investment Management Co., Ltd
Main business place: 35103529, Luohu business center, No. 2028, Shennan East Road, Chengdong community, Dongmen street, Luohu District, Shenzhen
General business items: entrusted asset management and investment management (not engaged in trust, financial asset management, securities asset management and other restricted items); Equity investment and entrusted management of equity investment fund business scope (shall not engage in securities investment activities; shall not raise funds in public to carry out investment activities; shall not engage in publicly raised fund management business) (if approval is required according to laws, administrative regulations, decisions of the State Council, etc., it can be operated only after obtaining relevant approval documents according to law).
Actual controller: Xinda Kunpeng (Shenzhen) Equity Investment Management Co., Ltd
Other notes: Cinda Kunpeng fund has been filed with China Securities Investment Fund Industry Association in accordance with the requirements of the securities investment fund law and the Interim Measures for the supervision and administration of private investment funds, and the filing number is sjn254
(2) Partners and share proportion
Subscribed capital contribution No. partner nature partner name
(10000 yuan) proportion
1. General partner Cinda Capital Management Co., Ltd. 3000 1.00%
General partner/
2. Executive partner Xinda Kunpeng (Shenzhen) Equity Investment Management Co., Ltd. 3000 1.00%
3. Limited partner China Cinda Asset Management Co., Ltd. 14400048.00%
4 limited partner Shenzhen guidance fund investment Co., Ltd. 7500025.00%
5 limited partner Shenzhen Kunpeng Equity Investment Co., Ltd. 4500015.00%
6 limited partner Shenzhen Luohu guidance fund investment Co., Ltd. 3 Shenzhen Ecobeauty Co.Ltd(000010) .00%
(3) Main financial data of the last year
As of December 31, 2021, the total assets of Cinda Kunpeng fund are 1703051300 yuan, the total liabilities are 225000 yuan, and the net assets are 1702826300 yuan; The operating income was 2.8576 billion yuan and the net profit was 2.8576 billion yuan in 2021.
The above financial data have been audited by KPMG Huazhen Certified Public Accountants (special general partnership).
(4) The manager of Cinda Kunpeng fund is Cinda Kunpeng (Shenzhen) Equity Investment Management Co., Ltd. Cinda Kunpeng fund focuses on strategic emerging industries and future industries encouraged by Shenzhen, focusing on equity investment or M & A in advanced manufacturing, new generation information technology, medical health and other fields.
(5) The above-mentioned counterparties are not related to the company.
(6) The above-mentioned counterparties have no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the company to favor its interests. Upon inquiry, Cinda Kunpeng fund does not belong to the dishonest executee.
2. Capital increasing Party 2: Ningbo Meishan free trade port Xinshi Xinjie investment partnership (limited partnership)
(1) Basic information
Enterprise name: Ningbo Meishan free trade port Xinshi Xinjie investment partnership (limited partnership)
Type of capital contribution subscribed by limited partnership (10000 yuan)
Date of establishment: December 4, 2020 unified social credit Code: 91330206ma2j3p1k20
Executive partner Ningbo Meishan free trade port Chuangshi Enterprise Management Consulting Co., Ltd
Main business place: Room 401, building 1, No. 88, Meishan Qixing Road, Beilun District, Ningbo City, Zhejiang Province c2026
General projects: investment activities with self owned funds; (without the approval of the financial and other regulatory authorities, the business scope shall not engage in financial businesses such as deposit absorption, financing guarantee, customer financing and capital collection (financing) from the public) (except for the projects that must be approved according to law, the business activities shall be carried out independently according to law with the business license).
Actual controller: Ningbo Meishan free trade port Chuangshi Enterprise Management Consulting Co., Ltd
(2) Partners and share proportion
No. partner nature partner name subscribed capital contribution (10000 yuan) contribution proportion
General partner / Chuangshi of Ningbo Meishan bonded port area
1 0.05% executive Partnership Management Consulting Co., Ltd
2 limited partner Zhao Hongbo 500 249875%
3 limited partner Zhao Yanchen 500 249875%
4 limited partner Yan Hanqing 500 249875%
5 limited partner Wu Fen 500 249875%
(3) Main financial data of the last year
As of December 31, 2021, Xinshi Xinjie had total assets of RMB 3.3725 million, total liabilities of RMB 6300 and net assets of RMB 3.3662 million; In 2021, the company realized an operating revenue of 2.0225 million yuan and a net profit of 2.0162 million yuan.
The above financial data have not been audited.
(4) The above-mentioned counterparties are not related to the company.
(5) The above-mentioned counterparties have no relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel and other relationships that may or have caused the company to favor its interests. Upon inquiry, Xinshi Xinjie does not belong to the person subject to execution for breach of faith.
(II) performance capability analysis
Upon inquiry, the parties to the agreement have the ability to perform the contract.
3、 Basic information
(I) mode of capital contribution
In this transaction, Xinda Kunpeng fund, a strategic investor, was introduced into biomedical, a subsidiary of the company, by way of capital increase and share expansion. It increased its capital to biomedical by RMB 300 million in monetary form, obtained a capital increase of RMB 500000 to biomedical in monetary form, and obtained 0.0109% equity after the capital increase of biomedical. Other shareholders of biomedical give up the preemptive right to subscribe for this capital increase.
After the completion of the transaction, the registered capital of biomedicine will increase from 1000191698 million yuan to 1070512569 million yuan; The company’s shareholding in biomedicine will be diluted from 100% to 934311%, and biomedicine is still a holding subsidiary within the scope of the company’s consolidated statements.
The ownership of the subject matter is clear, there is no mortgage, pledge or other third-party rights, there is no major dispute, litigation or arbitration involving relevant equity, and there are no judicial measures such as seizure and freezing.
This transaction does not involve the transfer of creditor’s rights and debts.
(II) main historical evolution and pricing basis
1. Main historical evolution
Established in 2009, biomedicine is mainly engaged in the production, R & D and sales of high-end medical devices. At present, it is a wholly-owned subsidiary of the company.
In March 2010, in order to improve the use efficiency of the raised funds, expand the company’s main business areas and improve the competitiveness of the industry, the company increased the capital of biological medicine by 25 million yuan with the over raised funds, and the registered capital of biological medicine increased from 5 million yuan to 30 million yuan. In September 2013, in order to ensure the smooth development of R & D projects, the company increased its capital to biomedicine with its own capital of 80 million yuan. After the capital increase, the registered capital of biomedicine increased from 30 million yuan to 11 million yuan.
In July 2016, in order to support the clinical research project of fully absorbable coronary rapamycin eluting stent system in biomedicine, the service center of Shenzhen high tech Industrial Park (Shenzhen Science and technology financial service center) provided a paid subsidy of RMB 6.35 million to biomedicine in the form of equity investment. After the completion of the transaction, the registered capital of biomedicine increased from 110 million yuan to 112244898 million yuan, and the shareholding ratio of the company decreased to 98%. In January 2019, through consensus, the Company repurchased all the equity of biomedicine held by the service center of Shenzhen high tech Industrial Park (Shenzhen Science and technology financial service center). After the completion of the transaction, biomedicine became a wholly-owned subsidiary of the company.
In December 2020, in order to optimize the asset structure and straighten out
