Citic Securities Company Limited(600030)
About Fujian Cosunter Pharmaceutical Co.Ltd(300436)
Verification opinions on signing technology development (cooperation) contract and related party transactions
Citic Securities Company Limited(600030) (hereinafter referred to as ” Citic Securities Company Limited(600030) “) as the sponsor of Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) ” and “the company”) to issue A-Shares to specific objects on GEM in 2020, In accordance with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and listing recommendation business, the Listing Rules of Shenzhen Stock Exchange on the gem, the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, we have carefully verified the matters of Fujian Cosunter Pharmaceutical Co.Ltd(300436) this connected transaction and issued the following verification opinions:
1、 Overview of related party transactions
On December 8, 2021, Fujian Cosunter Pharmaceutical Co.Ltd(300436) (hereinafter referred to as “the company” and ” Fujian Cosunter Pharmaceutical Co.Ltd(300436) “) and Fujian ruitailai Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “ruitailai”) signed the strategic cooperation framework agreement (hereinafter referred to as “the strategic cooperation agreement”), and the two sides reached a strategic partnership to focus on the cooperative development and industrialization of high-end and difficult to imitate drugs.
The company’s controlling subsidiary, Fujian Guangsheng Zhong Lin Biological Technology Co., Ltd. (referred to as “Guang Sheng Zhong Lin”) has developed a new small molecule oral innovative drug GST-HG171, named New Coronavirus, has identified the preclinical candidate compound PCC, the in vivo and in vitro model efficacy and COVID-19 virus activity test results show that it is effective for all known major virus strains (original strain, beta mutation, Delta, and other parts of the company). It is expected to become an anti covid-19 virus drug with independent control, excellent effect and high price. Considering that gst-hg171 combined with ritonavir can obtain higher drug exposure under the same dosage, and ruitailai has approved and completed the prescription process exploration and pilot study of ritonavir tablets, Guangsheng Zhonglin plans to sign a technology development (cooperation) contract with ruitailai in order to accelerate the research and application progress of gst-hg171, further implement the strategic cooperation agreement and promote bilateral cooperation, so as to give full play to the advantages of both sides, We will work closely to complete the clinical registration, clinical research and production registration declaration of Ritonavir Tablets combined with GST-HG171, so as to help the company develop anti New Coronavirus small molecule oral innovative drugs, and strive to be listed as early as possible to contribute to the fight against COVID-19.
Fujian Aohua Group Co., Ltd. (hereinafter referred to as “Aohua group”), the controlling shareholder of the company, holds 141844% of the equity of ruitailai, and Aohua Group appoints Ms. Lian Yifang, an executive, as the director of ruitailai and Ms. Zuo Jingying as the supervisor of ruitailai. Ruitailai is an affiliated legal person of the company according to the Listing Rules of Shenzhen Stock Exchange. The contract signed between Guangsheng Zhonglin and ruitailai constitutes a connected transaction.
This connected transaction has been deliberated and approved at the 13th meeting of the Fourth Board of directors of the company, and the connected directors Mr. Li Guoping, Mr. Li Guodong and Ms. Ye Liqing avoided voting. The independent directors of the company have issued prior approval opinions on the above matters and agreed independent opinions. This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Introduction to both parties
1. Related party ruitailai
Company name: Fujian ruitailai Pharmaceutical Technology Co., Ltd
Legal representative: Wang Gang
Unified social credit Code: 91350100ma331j8h2x
Address: room 01, 13 / F, building 16, wulongjiang Avenue 7 Innovation Park Phase II, Shangjie Town, Minhou County, Fuzhou City, Fujian Province
Registered capital: 141 million yuan
Business scope: general items: medical research and experimental development; Engineering and technical research and test development; Category I medical device production (except for the items that must be approved according to law, carry out business activities independently according to law with the business license): the import and export of goods under the administration of state-owned trade; Technology import and export; Import and export agency; Import and export of goods; Import and export of drugs; Drug production; Commissioned drug production; Wholesale of drugs; Drug retail; Drug Internet information service; Medical services; Production of class II medical devices.
Major shareholders:
Serial number shareholder name shareholding ratio
1 Shenzhen Wuming Futian health industry investment partnership (limited partnership) 567376%
2 Fuzhou high tech Zone guided equity investment partnership (limited partnership) 141844%
3 Fujian Aohua Group Co., Ltd. 141844%
4 Fuzhou Ruitai phase I investment partnership (limited partnership) 148936%
Total 100%
Aohua group, the controlling shareholder of the company, holds 141844% of the equity of ruitailai, and Aohua Group appoints Ms. Lian Yifang, an executive, as the director of ruitailai and Ms. Zuo Jingying as the supervisor of ruitailai. Ruitailai is an affiliated legal person of the company according to the Listing Rules of gem shares of Shenzhen stock exchange. In addition, Shenzhen Wuming Futian health industry investment partnership (limited partnership) holds 567376% equity of ruitailai, and Fujian Cosunter Pharmaceutical Co.Ltd(300436) as a limited partner, Fujian guangmingfang pharmaceutical investment research and Development Center (limited partnership), an associate holding 50% partnership share, holds 8% partnership share of Shenzhen Wuming Futian health industry investment partnership (limited partnership).
The main financial data (Unaudited) of ruitailai in the latest year and the first period are as follows:
Unit: Yuan
Subject: December 31, 2020 September 30, 2021
Total assets 107838371768446917976
Net assets 105847961578285009457
Subject year 2020 January September 2021
Operating income 0
Net profit -1414497769 -2299786700
2. Subsidiary Guangsheng Zhonglin
Guangsheng Zhonglin is a subsidiary of innovative drugs jointly initiated by the company and the core employee stock ownership platform with the total price of 315 million yuan of five innovative drugs under research (gst-hg161, gst-hg151, gst-hg141, gst-hg131 and gst-hg121) and monetary funds, and the company holds 90% of its equity.
By the end of 2021, Guangsheng Zhonglin had audited total assets of 6.2815 million yuan, net assets of 4.7958 million yuan, operating income of 0 yuan and net profit of -5.2042 million yuan.
In December 2021, Guangsheng Zhong Lin set up an innovative anti small molecule oral medicine GST-HG171, New Coronavirus. At present, gst-hg171 has identified preclinical candidate compound PCC and is actively promoting preclinical research.
3、 Basic information of related party transactions
The transaction is completed by Rui Tailai in accordance with the requirements of China’s Ritonavir Tablets (100mg) registration of all pharmaceutical research and development process validation, and with the company to complete the Ritonavir Tablets and the company in the development of small molecule oral anti drug innovation GST-HG171 joint clinical registration declaration, clinical research, production registration declaration and other matters. The transaction amount (including tax) is 19.5 million yuan.
4、 Necessity and pricing basis of related party transactions
In vivo pharmacokinetic studies of various animals showed that gst-hg171 combined with ritonavir could obtain higher drug exposure under the same dosage. In view of the fact that ruitailai has approved the research and development of ritonavir and has completed the exploration of prescription process and pilot study, in order to accelerate the research progress of gst-hg171 and deepen the strategic cooperative relationship between the two sides, Guangsheng Zhonglin, the holding subsidiary of the company, plans to sign the technology development (cooperation) contract with ruitailai.
Based on the principles of fairness, impartiality and rationality, both parties of the transaction comprehensively analyze the development cost and difficulty, and determine the transaction price based on the market price through negotiation. The pricing is fair.
5、 Main contents of related party transaction agreement
Party A: Fujian Guangsheng Zhonglin Biotechnology Co., Ltd
Party B: Fujian ruitailai Pharmaceutical Technology Co., Ltd
1, Party A and Party B signed the technical development (cooperation) contract (hereinafter referred to as the “contract”) for cooperative development of Ritonavir Tablets and Ritonavir Tablets and the company in the research and development of anti small molecule GST-HG171 oral Innovation Medicine (hereinafter referred to as “contract”), the contract amount (including tax) RMB 19 million 500 thousand yuan.
2. Objectives and scope of technical services
Technical Objective: complete all pharmaceutical research and development and process validation of ritonavir tablets (100mg) registration application in China.
Technical content: according to the guiding principles of the State Drug Administration and the management requirements of the registration management measures, develop and determine the prescriptions and processes suitable for the industrial production of enterprises, conduct comprehensive quality research and quality consistency evaluation, conduct pilot test method research, complete the pilot scale-up technology transfer and process verification, and write and sort out the registration application materials related to pharmacy.
3. Rights and obligations of both parties
Main rights and obligations of Party A:
(1) Party A shall be responsible for completing the relevant research, clinical and production registration of gst-hg171 and gst-hg171 combined ritonavir tablets and bear the relevant expenses;
(2) Undertake the confidentiality obligation for all technical data and approval data of the project, and the business secrets and technical secrets of Party B learned during the performance of the contract.
Main rights and obligations of Party B:
(1) Complete the laboratory pharmaceutical research, pilot scale-up and technology transfer research, stability research, product process validation research of ritonavir tablet project, cooperate with Party A to cooperate with gst-hg171 in the research, registration application and on-site verification of ritonavir tablets;
(2) Be responsible for purchasing the materials required for pharmaceutical research in Party B’s laboratory;
(3) Party B shall ensure that the technology of the project does not infringe the intellectual property rights or other rights and interests of any third party, and ensure that the rights and interests of Party A are not damaged;
(4) Undertake the obligation of confidentiality for all technical data and approval data of the project, and Party A’s trade secrets and technical secrets learned during the performance of the contract.
4. Contract amount and payment method
According to the contract, Party A shall pay Party B the research and development expenses in six installments, totaling 19.5 million yuan.
5. Ownership of technological achievements and intellectual property rights
The right to use and transfer the technical secrets arising from the performance of this contract belongs to Party A, and the technical achievements and related intellectual property rights belong to Party A.
6. Liability for breach of contract
If Party A and Party B violate the relevant provisions of the contract, they can investigate the liability of compensation to the breaching party in accordance with the contract and require the breaching party to eliminate the impact.
7. Dispute jurisdiction
Any dispute arising from the execution of this contract shall be settled by both parties through friendly negotiation; If consultation fails, they may bring a suit in a people’s court according to law.
8. Effectiveness of the contract: the contract shall come into force after being signed and sealed by the representatives of Party A and Party B and reviewed and approved by the decision-making body of Party A.
6、 Transaction purpose and impact on Listed Companies
The two sides signed the technology development (cooperation) contract in combination with the actual demand, which is conducive to deepening the strategic partnership between the two sides and speeding up the research and development progress of the company’s anti New Coronavirus small molecule oral Innovation Medicine GST-HG171 combination, and strives to be listed as soon as possible to contribute to the fight against the COVID-19 epidemic.
This cooperation will have a positive impact on the long-term development of the company in the future, which is in line with the interests of the company and all shareholders. This transaction does not harm the interests of minority shareholders and investors. The counterparty is in good credit condition and has good performance ability.
7、 Risks in this transaction
1. During the execution of the contract, due to the uncertainty of the market environment, unpredictable or force majeure and other factors, there may be risks of incomplete performance of the contract, change, suspension or cancellation of the contract. Please pay attention to the investment risk.
2. The contract cooperation involves drug research and development. Because drug research and development has the characteristics of high risk, high investment and long cycle, and the research progress, research results and subsequent approval for listing are uncertain, there is uncertainty about the impact on the company’s future business development and operating performance. The company will perform the obligation of information disclosure in accordance with relevant regulations. Please pay attention to the investment risks.
8、 Related party transactions between the company and the related person from the beginning of this year to the disclosure date
In December 2021, the company signed the house lease contract with ruitailai, and the company leased 20 square meters to ruitailai for its office use. The lease term is from January 1, 2022 to December 31, 2023, and the monthly rent includes tax and property fee of 1000 yuan.
In January 2022, the company signed the house lease contract with ruitailai, and the company leased part of the warehouse and production workshop of the production base to ruitailai for equipment placement and production activities. The warehouse lease period is from January 1, 2022 to March 31, 2022, and the monthly rent (tax included) is 2000 yuan; The lease term of the production workshop is from April 1, 2022 to December 31, 2025, and the monthly rent (including tax) is 4000 yuan.
March 2022
