Securities code: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) securities abbreviation: Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) No.: 2022027 Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
About capital increase of wholly owned subsidiaries
Announcement of Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsehood
False records, misleading statements or material omissions.
1、 Overview of foreign investment
(I) basic information
According to the financing development plan of the subsidiary, Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd. (hereinafter referred to as “biomedical”), Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) (hereinafter referred to as “the company”) plans to increase its capital to Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd. with self raised capital of 249838717 yuan.
After the capital increase, the registered capital of biomedicine will increase from 750352981 million yuan to 1000191698 million yuan; Biomedicine is still a wholly-owned subsidiary of the company.
(II) deliberations of the board of directors
The proposal on capital increase of Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd., a wholly-owned subsidiary, has been deliberated and adopted at the 26th meeting of the 5th board of directors with 9 people agreeing, 0 opposing and 0 abstaining. (III) necessary approval procedures
This investment is within the decision-making authority of the board of directors of the company and does not need to be submitted to the general meeting of shareholders for deliberation and approval. This investment does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
The board of directors authorizes the management of the company to be responsible for the specific implementation of matters related to the capital increase of the subsidiary, and the authorization period lasts until all relevant matters are handled.
2、 Introduction to investors
The company is the only investor in biomedicine and has no other investors.
3、 Basic information of the proposed capital increase object
(I) capital increase method and capital source: the company increased its capital with self raised capital of 249838717 yuan and contributed in cash.
(II) basic information of the target company
Company name: Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) Biomedical Engineering Co., Ltd
Legal representative Ye Yuxiang subscribed registered capital (10000 yuan) 750352981
Date of establishment: March 13, 2009 unified social credit Code: 91440 Amoy Diagnostics Co.Ltd(300685) 362564m
Address: No. 1, Guihua fifth road, large industrial zone, Longtian street, Pingshan District, Shenzhen
Type: limited liability company (sole proprietorship of legal person)
General business items: import and export of goods and technology and technical services. Licensed business items: engaged in the production, R & D and processing services of class II and class III medical devices. Wholesale: all class II medical devices (only including in vitro diagnostic reagents stored at room temperature); Class III: 6804 ophthalmic surgical instruments, 6815 injection and puncture instruments, 6821 medical electronic instruments and equipment, 6845 extracorporeal circulation and blood processing equipment, 6846 implant materials and artificial organs, 6864 medical sanitary materials and dressings, 6865 medical suture materials and adhesives, 6866 medical polymer materials and products, 6877 interventional devices.
(III) shareholders and shareholding ratio before and after capital increase
Before and after capital increase
Name of shareholder subscribed capital contribution paid in capital contribution proportion subscribed capital contribution paid in capital contribution proportion (ten thousand yuan) (ten thousand yuan) (%) (ten thousand yuan) (ten thousand yuan) (%)
Shenzhen Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) pharmaceutical 750352981750352981 100.00% 10001916981000191698 100.00% Co., Ltd
(IV) main financial data of biomedicine in the latest year and another period (consolidated caliber)
Unit: Yuan
December 31, 2021 December 31, 2020
Total assets 6694527765764538034858
Total liabilities 3102815643922704425297
Total receivables 01275205793
Net assets 3591712121841833609561
Project year 2021 to 2020
Operating income 78549201567899507395
Net profit -21570209262 -31479775459
Cash flow from operating activities -221455992239435264055 net
In December 2020, the same control of biomedicine obtained the controlling shares of Yalun Biotechnology (Beijing) Co., Ltd. and Suzhou Huanchen Medical Technology Co., Ltd.
The above financial data for 2020 and 2021 were prepared on the basis of business combination under the same control and audited by Daxin Certified Public Accountants (special general partnership). (V) overview of biomedicine
Biomedicine is mainly engaged in the R & D, production and sales of high-end interventional medical devices. The layout covers the market segments such as cardio cerebrovascular and peripheral blood vessels. At present, a complete R & D and industrialization base of balloon dilation catheter has been established. The R & D products include coronary artery and peripheral balloon dilation catheter, rapamycin drug-eluting coronary balloon catheter, rapamycin drug-eluting peripheral balloon catheter Microneedle conveying system, etc. Among them, rapamycin drug-eluting coronary balloon catheter and rapamycin drug-eluting peripheral balloon catheter are undergoing registered clinical trials. At the same time, biomedicine will continue to carry out research work in expanding the indications of drug-eluting balloon products, further enrich the company’s product pipeline in the field of cardio cerebrovascular interventional therapy, form synergy with existing products, and gradually improve the company’s position as a comprehensive solution in the field of cardio cerebrovascular, which is the expansion of the company’s main business field and a new performance growth point in the future.
At present, the company is taking biological medicine as the main body and planning the preparations for the spin off and listing of subsidiaries in the medical device sector.
(VI) other information
1. As of the disclosure date of this announcement, there are no provisions restricting shareholders’ rights other than laws and regulations in the articles of association or other documents of biomedical.
2. Upon inquiry, the above-mentioned company does not belong to the dishonest executee.
3. The company increased its wholly-owned subsidiary with self raised funds, which does not involve the change of the scope of consolidated statements of listed companies.
4、 Main contents of foreign investment contract
This foreign investment is to increase the capital of a wholly-owned subsidiary with self raised funds, so there is no need to sign a foreign investment contract.
5、 Transaction purpose, existing risks and impact on the company
After deliberation and approval at the 8th meeting of the 5th board of directors on December 11, 2020, the company is taking biomedicine as the main body of listing and starting the preliminary preparations for the spin off and listing of medical devices. The capital increase of biomedicine with self raised funds will be mainly used to clean up the loans between it and its parent company Shenzhen Salubris Pharmaceuticals Co.Ltd(002294) and clarify the relationship between creditor’s rights and debts, so as to introduce new strategic investors and further accelerate the integration of business segments. This item is in line with the actual needs of the business development of the subsidiary, the development strategy and long-term plan of the company, and there is no situation that damages the legitimate rights and interests of the company and all shareholders, especially small and medium-sized shareholders.
The amount of this capital increase is 249838717 yuan, accounting for 3.11% of the company’s audited net assets in 2021, which will not affect the normal operation of the company’s cash flow or the company’s production and operation, and will not have an adverse impact on the company’s current and future financial status and operating results.
The capital increase and other matters need to be registered and filed in the administrative department for Industry and commerce, and the handling of relevant matters shall be subject to the approval opinions of relevant departments.
Please invest rationally and pay attention to investment risks.
6、 Documents for future reference
1. Resolutions of the 26th meeting of the 5th board of directors;
2. Other documents required by Shenzhen Stock Exchange.
It is hereby announced
Shenzhen Salubris Pharmaceuticals Co.Ltd(002294)
Board of directors
March 29, 2002
