Securities code: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) securities abbreviation: Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) Announcement No.: 2022057
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089)
Announcement on foreign investment and establishment of subsidiaries
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
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) (hereinafter referred to as the “company”) plans to invest 90 million yuan to establish a subsidiary Xinxiang Jingquan Biotechnology Co., Ltd. (hereinafter referred to as “Jingquan biology” or “target company”). The company held the 13th meeting of the 4th board of directors and the 9th meeting of the 4th board of supervisors on May 23, 2022, and deliberated and adopted the proposal on foreign investment and establishment of subsidiaries. According to the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, this foreign 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.
This foreign investment does not constitute a connected transaction, nor does it constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Introduction to counterparty
There is no other investor in this foreign investment except the company.
3、 Basic information of investment object
1. Company name: Xinxiang Jingquan Biotechnology Co., Ltd
2. Company type: limited liability company (enterprise legal person sole proprietorship limited company)
3. Registered address: No. 515, Cologne Avenue, high tech Zone, Xinxiang City, Henan Province
4. Registered capital: 90 million yuan
5. Legal representative: Liu Deqian
6. Business scope: general items: medical research and experimental development; Technical services; Technology development, technology consultation, technology exchange, technology transfer and technology promotion. Sales of food additives; Import and export of goods; (except for the items subject to approval according to law, the business activities shall be carried out independently according to law with the business license) licensed items: production of food additives; Drug production; Commissioned production of drugs; Health food production; Food sales. (for projects that must be approved according to law, business activities can be carried out only with the approval of relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
The above information shall be subject to the contents finally approved and registered by the industrial and commercial department.
4、 Main contents of foreign investment contract
This foreign investment is a subsidiary of the company, and there is no need to sign a foreign investment contract.
5、 Purpose, existing risks and impact on the company of foreign investment
1. Purpose of foreign investment
After the establishment of the subsidiary, the subsidiary will undertake the implementation of the “1000 t / a nucleoside series food nutrition fortifier project”. Based on the consideration of strategic planning and future overall development, it is an important link to extend the company’s production, sales and R & D industrial chain. It is conducive to improving the investment efficiency of raised funds, accelerating the implementation of over raised funds investment projects and horizontal expansion of the company’s industry, Improving the company’s market competitiveness and sustainable profitability is of great strategic significance for the company to improve and strengthen the company’s production, sales and R & D layout. 2. Existing risks
With the increase of subsidiaries and the expansion of the company’s asset scale, the company will face risks in management and internal control. The company will actively establish a risk prevention mechanism, implement effective internal control and strengthen the control of subsidiaries.
3. Impact on the company
The company’s implementation of this investment out of strategic planning will provide more opportunities for the sustainable and steady development of the company, which is in line with the interests of the company and all shareholders. This foreign investment is invested in the form of real estate, projects under construction and self owned funds, which will not have an adverse impact on the company’s financial and operating conditions, and there is no situation that damages the interests of listed companies and shareholders.
6、 Independent opinions of independent directors
After verification, we believe that the establishment of subsidiaries by this foreign investment is an important link for the company to extend the production, sales and R & D industrial chain, which is conducive to the horizontal expansion of the company’s business, enhance the company’s market competitiveness and sustainable profitability, and has great strategic significance for the company to improve and strengthen the production, sales and R & D layout. The decision-making procedures are legal and compliant, and there is no damage to the interests of the company and other shareholders. We agree on the above matters. 7、 Documents for future reference
1. Resolution of the 13th meeting of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) the 4th board of directors
2. Resolution of the 9th meeting of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) the 4th board of supervisors
3. Independent opinions of Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) independent directors on relevant matters of the 13th meeting of the 4th board of directors
Xinxiang Tuoxin Pharmaceutical Co.Ltd(301089) board of directors may 24, 2022
