Securities code: 600645 securities abbreviation: Vcanbio Cell & Gene Engineering Corp.Ltd(600645) Announcement No.: 2022-003 Vcanbio Cell & Gene Engineering Corp.Ltd(600645)
Announcement on capital increase of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. and related party transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● brief content of the transaction: the company plans to jointly increase the capital of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. with its subsidiary Jisheng (Shanghai) Investment Management Co., Ltd. (hereinafter referred to as “Jisheng investment company”) and its related party Shanghai Yanli Biotechnology Co., Ltd. (hereinafter referred to as “Shanghai Yanli company”), of which the company increases the capital by RMB 20 million, The newly increased registered capital subscribed was 20 million yuan, accounting for 50% of the equity after the capital increase; Jisheng investment company increased the capital by 7.5 million yuan, subscribed the newly increased registered capital by 7.5 million yuan, accounting for 15% of the equity after the capital increase; Shanghai Yanli company increased the capital by 17.5 million yuan, and subscribed the newly increased registered capital by 17.5 million yuan, Accounting for 35% of the equity after the capital increase.
● in the past 12 months, the related party transactions between the listed company and the same related party or between different related parties have not reached more than 30 million yuan, and have not reached more than 5% of the absolute value of the latest audited net assets of the listed company. This related party transaction does not need to be submitted to the shareholders’ meeting of the company for deliberation.
1、 Overview of related party transactions
(I) basic information of related party transactions
Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. (hereinafter referred to as the “target company”) is a wholly-owned subsidiary of the company, with a subscribed capital of 5 million yuan. According to the development needs of the target company, the target company plans to increase the registered capital from 5 million yuan to 50 million yuan.
After negotiation, the company plans to jointly increase the capital of the target company with its subsidiary Jisheng investment company and its related party Shanghai Yanli company, of which the company increases the capital by 20 million yuan, subscribes to the newly increased registered capital of the target company by 20 million yuan, accounting for 50% of the equity after the capital increase, and Jisheng investment company increases the capital by 7.5 million yuan, Subscribed for the newly increased registered capital of the target company of RMB 7.5 million, accounting for 15% of the equity after the capital increase, Shanghai Yanli company increased the capital of RMB 17.5 million, and subscribed for the newly increased registered capital of the target company of RMB 17.5 million, accounting for 35% of the equity after the capital increase.
The capital increase agreement of Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd. was signed on January 18, 2022. (II) relationship
Shanghai Yanli company, the capital increase party, is an enterprise controlled by Ms. Chen Chunmei, the actual controller of the company. According to the stock listing rules of Shanghai Stock Exchange, the capital increase will constitute joint investment with related parties. (III) as of this connected transaction, the connected transactions between the listed company and the same connected person or between different connected persons in the past 12 months have not reached more than 30 million yuan, and have not reached more than 5% of the absolute value of the latest audited net assets of the listed company. This connected transaction does not need to be submitted to the general meeting of shareholders for deliberation. This connected transaction does not constitute a major asset restructuring as stipulated in the administrative measures for major asset restructuring of listed companies.
2、 Introduction to the parties to the transaction
1. Non related party: Jisheng (Shanghai) Investment Management Co., Ltd
Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered address: room 368, Part 302, 211 Fute North Road, China (Shanghai) pilot Free Trade Zone legal representative: Wang Yong
Registered capital: 1 million yuan
Business scope: investment management, asset management, industrial investment, financial consulting (except agency bookkeeping), investment consulting, business consulting and enterprise management consulting (except brokerage); Engage in technology development, technical consultation, technical services and technology transfer in the fields of biotechnology and pharmaceutical science and technology; Engage in the import and export business of goods and technology; Entrepot trade, trade between enterprises in the region and trade agency.
Major controlling or actual controller: Vcanbio Cell & Gene Engineering Corp.Ltd(600645) holds 100% of its equity
Jisheng investment company was established on January 17, 2014. The main financial indicators in 2020 are: total assets of 3334.13 yuan, net assets of -115965.87 yuan, operating revenue of 0 yuan and net profit of -4833.07 yuan in 2020.
2. Related party: Shanghai Yanli Biotechnology Co., Ltd
Enterprise type: limited liability company (Chinese joint venture)
Registered address: room 3085, floor 3, Lane 1473, Zhenguang Road, Putuo District, Shanghai
Legal representative: Yang Hua
Registered capital: 10 million
Business scope: engaged in technology development, technology transfer, technical consultation and technical services in the field of biotechnology, sales of daily necessities, rubber and plastic products, chemical products (except hazardous chemicals, MCCs, fireworks, civil explosives and precursor chemicals), class I medical devices and class II medical devices, E-commerce (not engaged in value-added telecommunications and financial services).
Main controlling or actual controller: Chen Chunmei
Founded on September 20, 2016, Shanghai Yanli company is an enterprise in the medical and health field led by an international expert team. It is engaged in R & D, clinical, production and sales in the drug field. Its clinical research partners include dozens of top three hospitals and institutions in Shanghai and East China. Main business products: 1. Fingerprint identification of natural medicines, active substances recognition and extraction platform, research and development products include Yan Chen capsule, pancreatic cancer treatment drug, NASH natural medicine cream; 2. Long term recombinant protein R & D platform based on CTP patented technology, including long-term recombinant follicle stimulating hormone (FSH), long-term recombinant erythropoietin (EPO), long-term recombinant human growth hormone (hGH), long-term recombinant protein hypoglycemic drug (GLP-1) and long-term recombinant protein vaccine; 3. PROTAC target enzyme protein research and development platform product line, including rectal cancer drug application, breast cancer drug application; 4. Investment management of medical institutions.
Main financial indicators of Shanghai Yanli company in 2020: total assets of 41.452 million yuan, net assets of 26.533 million yuan, operating income of 11000 yuan and net profit of -4.567 million yuan in 2020.
Shanghai Yanli company and the company are both enterprises controlled by Ms. Chen Chunmei, the actual controller. In addition, there is no relationship with listed companies in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
3、 Basic information of the subject matter of related party transactions
The subject of this capital increase is Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd.
Company name: Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd
Company type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Registered capital: 5 million yuan
Address: room 1388, first floor, building 1, No. 1, Jinmai Road, Putuo District, Shanghai
Legal representative: Shi Hongxiang
Business scope: general items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Research, development and application of cell technology (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license).
Licensed items: technology import and export; Import and export of goods
Date of establishment: December 21, 2021
Before the capital increase, the equity structure of Shanghai Zhongyuan Jisheng company was as follows:
Subscribed capital contribution
Name of shareholder equity ratio
(RMB 10000)
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) 500 100%
After the capital increase, the equity structure of Shanghai Zhongyuan Jisheng company is as follows:
Subscribed capital contribution
Name of shareholder equity ratio
(RMB 10000)
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) 2,500 50%
Shanghai Yanli Biotechnology Co., Ltd. 1750 35%
Jisheng (Shanghai) Investment Management Co., Ltd. 750 15%
Total 5000 100%
4、 Main contents of the capital increase agreement
Signed by:
Party A: Vcanbio Cell & Gene Engineering Corp.Ltd(600645)
Party B: Shanghai Yanli Biotechnology Co., Ltd
Party C: Jisheng (Shanghai) Investment Management Co., Ltd
Ding Fang: (target company) Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd
Whereas:
The target company plans to increase its registered capital from RMB [5] million to RMB [50] million. Article 2 newly increased registered capital
2.1 current equity structure of the target company:
Subscribed capital contribution
Name of shareholder contribution method contribution proportion
(10000 yuan)
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) cell genetic engineering
500 currency 100%
limited company
2.2 all parties agree that the total newly increased registered capital is RMB [45] million. Among them, Party A agrees to invest RMB [20] million in the target company (hereinafter referred to as “Party A’s capital increase”) and subscribe for the new registered capital of the target company of RMB [20] million; Party B agrees to invest RMB [17.5] million (hereinafter referred to as “Party B’s capital increase”) in the target company and subscribe for the new registered capital of the target company of RMB [17.5] million; Party C agrees to invest RMB [7.5] million (hereinafter referred to as “Party C’s capital increase”) in the target company and subscribe for the new registered capital of the target company of RMB [7.5] million.
2.3 after the capital increase by all parties, the registered capital of the target company is changed to RMB [50] million. The capital structure of the target company is shown in the figure below:
Subscribed capital contribution
Name of shareholder contribution method contribution proportion
(10000 yuan)
Vcanbio Cell & Gene Engineering Corp.Ltd(600645) cell genetic engineering Co., Ltd
2500 currency 50%
company
Shanghai Yanli Biotechnology Co., Ltd. 1750 currency 35%
Jisheng (Shanghai) Investment Management Co., Ltd. 750 currency 15%
Total 5000 100%
Article 3 preconditions for capital increase and payment of capital increase
3.1 the capital increase shall meet the following preconditions:
1) This capital increase has been agreed and approved by all relevant parties within each party (including but not limited to the approval of the board of directors (if necessary) and the general meeting of shareholders (if necessary) of each party on the investment matters under this Agreement);
2) Before the completion of this capital increase, the target company did not distribute the accumulated profits or the assets of the target company in any form before investment;
3) As a continuous operation entity, as of the closing date, the target company has not and shall not have any major violations of laws and regulations affecting its effective existence;
4) As of the closing date, there has been no significant adverse change in the operation or financial status of the target company, the target company has not directly or indirectly disposed of its main assets in any way, nor has it incurred or assumed any major debt;
5) The target company has obtained the approval of all government departments required for this capital increase;
6) Other preconditions (if any) otherwise agreed by the parties.
3.2 payment of capital increase:
Within six months from the effective date of this agreement, the capital increase party shall pay the capital increase in one time to the following collection accounts of the target company:
Account Name: Shanghai Zhongyuan Jisheng Cell Technology Co., Ltd
Account No.: 121945032210401
Bank of deposit: China Merchants Bank Co.Ltd(600036) Shanghai Jinshajiang Road sub branch
3.3 after the capital increasing party has paid all the investment funds as agreed in Article 3.2 of this agreement, the capital increasing obligations of the capital increasing party under this agreement will come to an end
