Securities code: 688266 securities abbreviation: Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) Announcement No.: 2022-003 Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266)
Announcement on the acquisition of some shares and related party transactions of the holding subsidiary gensun by Hong Kong Zejing, a wholly-owned subsidiary
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal liabilities for the authenticity, accuracy and integrity of its contents according to law.
Important content tips:
● in order to fulfill Suzhou Zelgen Biopharmaceuticals Co.Ltd(688266) (hereinafter referred to as “the company”)’s commitment to eliminate potential conflicts of interest during initial public offering and listing, the company’s wholly-owned subsidiary zelgen Holdings Limited (Zejing Holdings Limited, hereinafter referred to as “Hong Kong Zejing”) plans to cooperate with Jackie zegisheng (Sheng Zeqi), Mike C Sheng Gensun biopharma Inc. (hereinafter referred to as “gensun”) signed the share purchase agreement on Jingshang biopharmaceutical company (hereinafter referred to as “share purchase agreement”) to acquire 255554 shares of gensun held by Jackie zegi Sheng (Sheng Zeqi) and mikec Sheng (Jackie zegi Sheng, respectively) for a total of US $3611200 127777 shares held by Mike C Sheng respectively), i.e. the total corresponding 4% shares of gensun after full dilution. The source of acquisition funds is its own funds. After the completion of the above transaction, the company will indirectly hold 55.74% of the fully diluted shares of gensun through Hong Kong Zejing.
● Hong Kong Zejing, a wholly-owned subsidiary of the company, plans to sign the agreement on Jingshang biopharmaceutical company (hereinafter referred to as the “agreement”) with Jackie zegi Sheng, mikec Sheng and gensun, and it is agreed that within three years after the agreement takes effect, Hong Kong Zejing has the right to purchase all the outstanding shares of gensun owned by Jackie zegi Sheng and Mike C Sheng at the purchase price calculated according to the overall valuation of gensun, i.e. USD 90.2793 million (the overall valuation of gensun agreed under the share purchase agreement) (hereinafter referred to as the “purchase option”). Hong Kong Zejing has the right to exercise the purchase option several times, in part or in whole at one time in such manner as it deems appropriate.
● this acquisition (as defined below) and purchase option constitute related party transactions and do not constitute major asset restructuring.
● there are no major legal obstacles to the implementation of this acquisition and purchase option.
● the acquisition and purchase options have been deliberated and approved at the 26th meeting of the first board of directors and the 21st Meeting of the first board of supervisors, and need to be submitted to the general meeting of shareholders of the company for deliberation.
● the acquisition still needs to be filed / approved by relevant competent authorities, and there is uncertainty about whether and when it can be approved.
1、 Overview of related party transactions
In order to fulfill the company’s commitment to eliminate potential conflicts of interest when the company’s initial public offering and listing, Hong Kong Zejing, a wholly-owned subsidiary of the company, plans to sign a share purchase agreement with Jackie zegi Sheng (Sheng Zeqi), Mike C Sheng and gensun to acquire Jackie zegi Sheng (Sheng Zeqi) for a total of US $3.612 million Mike C Sheng holds 255554 shares of gensun in total (127777 shares held by Jackie zegi Sheng and Mike C Sheng respectively), i.e. 4% of the fully diluted shares of gensun in total (hereinafter referred to as “this acquisition”), and the source of acquisition funds is its own funds. After the completion of the above transaction, the company will indirectly hold 55.74% of the fully diluted shares of gensun through Hong Kong Zejing.
In addition, Hong Kong Zejing, a wholly-owned subsidiary of the company, plans to sign the agreement on Jingshang biopharmaceutical company with Jackie zegi Sheng, Mike C Sheng and gensun, and it is agreed that within three years after the agreement takes effect, Hong Kong Zejing has the right to purchase all the outstanding shares of gensun owned by Jackie zegi Sheng and Mike C Sheng at the purchase price calculated according to the overall valuation of gensun, i.e. USD 90.2793 million (the overall valuation of gensun agreed under the share purchase agreement). Hong Kong Zejing has the right to exercise the purchase option several times, in part or in whole at one time in such manner as it deems appropriate.
As Jackie zegi Sheng holds more than 5% of the company’s shares and has a brother sister relationship with Zelin Sheng, the controlling shareholder, actual controller, chairman and general manager of the company, Mike C Sheng and Zelin Sheng have a father son relationship. This acquisition and purchase option constitute related party transactions, but do not constitute major asset restructuring.
In this acquisition and purchase option, the amount of connected transactions between the company and Jackie zegi Shen (Sheng Zeqi) and mikec Shen (in which the transaction amount that may be paid in the future according to the transaction arrangement in the agreement is calculated according to the expected maximum amount) reaches more than 30 million yuan, and accounts for more than 1% of the latest audited total assets or market value of the listed company, The acquisition and purchase option need to be submitted to the general meeting of shareholders for deliberation.
2、 Basic information of related parties
(I) description of association relationship
Jackie zegi Sheng holds more than 5% of the company’s shares and has a brother sister relationship with Zelin Sheng, the controlling shareholder, actual controller, chairman and general manager of the company, and Mike C Sheng and Zelin Sheng have a father son relationship. Therefore, Jackie zegi Sheng and Mike C Sheng are related parties of the company.
(II) description of related parties
1. Basic information of Jackie zegi Sheng
Jackie zegi Sheng (Sheng Zeqi), female, is currently the chief scientific officer of the company and the core technical personnel of the company. American nationality, doctor of molecular biology, biochemistry and cell biology; Director and CEO of gensun since February 2016; Since October 2018, he has served as the chief scientific officer of Suzhou Zejing biopharmaceutical Co., Ltd. (the predecessor of the company).
Jackie zegi Sheng (Sheng Zeqi) has no other relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., except for holding the equity of gensun, serving as the chief scientific officer and core technical personnel of the company and the above-mentioned relationship.
2. Basic information of Mike C Sheng
Mike C Sheng, male, American nationality, MD, served as a researcher of early interventional radiology (esir) in the University of Pennsylvania Hospital from July 2018 to July 2019, a radiation interventional therapy doctor in the Stanford University Medical Center from July 2019 to June 2020, and a radiologist in the VA hospital of the University of Pennsylvania since June 2020.
Mike C Sheng has no other relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., except for holding the equity of gensun and the above-mentioned affiliated relationship.
3、 Basic information of related party transactions
(I) name and category of transaction object
The transaction object in this acquisition is 255554 shares of gensun (corresponding to 4% of the fully diluted shares of gensun).
According to the agreement, within three years after the agreement takes effect, Hong Kong Zejing has the right to purchase all the issued shares of gensun owned by Jackie zegi Sheng and Mike csheng according to the overall valuation of gensun, i.e. USD 90.2793 million.
The types of the above two transactions belong to the “purchase of assets” stipulated in the Listing Rules of science and Innovation Board of Shanghai Stock Exchange.
(II) basic information of the transaction object
1. Basic information of gensun
Company name: gensun biopharma Inc
Registration No.: 5954296
Date of establishment: February 3, 2016
Number of authorized shares: 15000000 shares
Issued share capital: 5888838 shares
Registered address: 16192 coastal highway, Lewes, Delaware, 19958, county of Sussex production and operation place: 3537 old Conejo Road, suite 104 and 105, Newbury Park, ca91320
Directors: Jackie zegi Sheng, Zelin Sheng and Jisheng Wu
Gensun is located in the company’s new drug R & D center in the United States, which helps the company establish a leading antibody technology and product line in the antibody field. Its main business is the R & D of innovative antibody drugs, mainly including the R & D, licensing and marketing of biological drugs in the field of tumor immunity. Its new antibody drugs include monoclonal antibodies, bispecific antibodies and Trispecific antibodies, Several candidate antibody new drugs are under development.
2. Ownership structure of gensun
As of the disclosure date of this announcement, the fully diluted equity structure of gensun is as follows:
No. shareholder name / name shareholding amount (share) shareholding ratio
1 Hong Kong Zejing 3305628 51.74%
2 Jackie zegi Sheng 2063210 32.29%
3 MIKE C SHENG 520,000 8.14%
4 2016 equity incentive plan 500000 7.83%
Total 6388838 100.00%
After the transaction agreed in the share purchase agreement is completed, gensun’s fully diluted equity structure is as follows:
Serial number shareholder name / name shareholding amount (share) shareholding proportion
1 Hong Kong Zejing 3561182 55.74%
2 Jackie zegi Sheng 1935433 30.29%
3 MIKE C SHENG 392,223 6.14%
4 2016 equity incentive plan 500000 7.83%
Total 6388838 100.00%
3. Gensun financial data
Unit: USD
Project September 30, 2021 December 31, 2020
Total assets 18813537.21 20160639.16
Liabilities 6972797.37 4194514.46
Net assets 11840739.84 15966124.70
Project from January to September 2021 to 2020
Operating income – 8716981.13
Net profit
