Sinolink Securities Co.Ltd(600109)
About Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Verification opinions on non-public offering of shares involving related party transactions
Sinolink Securities Co.Ltd(600109) (hereinafter referred to as " Sinolink Securities Co.Ltd(600109) " or "recommendation institution") as a recommendation institution for initial public offering and listing of Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) (hereinafter referred to as " Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) " or "company"), in accordance with the requirements of relevant laws, regulations and normative documents such as the administrative measures for securities issuance and listing recommendation business, the Listing Rules of Shanghai Stock Exchange and other relevant laws, regulations and normative documents, The Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) related party transactions were verified. The verification results and verification opinions are as follows: I. overview of related party transactions (I) overview of transactions
The number of shares to be issued by the company in this non-public offering shall not exceed 5% of the total share capital of the company before this offering, that is, not more than 30352000 shares (including this number), and the total amount of funds raised shall not exceed 350 million yuan (including this number). The objects of this non-public offering are no more than 35 (including 35) specific investors in line with the provisions of the CSRC, including the controlling shareholder Yangshengtang Co., Ltd. (hereinafter referred to as "Yangshengtang").
On October 15, 2021, the company and Yangshengtang signed the share subscription agreement with effective conditions for Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non-public offering of shares (hereinafter referred to as the "share subscription agreement"), which agreed that the number of shares to be subscribed by Yangshengtang should not exceed 10% of the number of shares in this non-public offering. The final number of shares subscribed by Yangshengtang shall be determined through negotiation between Yangshengtang and the company after the issue price is determined.
On January 21, 2022, the company and Yangshengtang signed the supplementary agreement to the Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non-public offering stock subscription agreement with effective conditions (hereinafter referred to as the "supplementary agreement to the share subscription agreement"), which agreed that the number of shares to be subscribed by Yangshengtang was 10% of the actual number of shares issued in this non-public offering. (II) relationship
The objects of this non-public offering include Yangshengtang, the controlling shareholder of the company. Therefore, this non-public offering constitutes a related party transaction.
(III) approval procedure
The company held the fourth meeting of the Fifth Board of directors and the fourth meeting of the Fifth Board of supervisors on October 15, 2021, and the third extraordinary general meeting of shareholders in 2021 on November 1, 2021, The proposals related to this non-public offering, such as the proposal on the company's non-public development of A-Shares in 2021, the proposal on signing a conditional share subscription agreement with the controlling shareholder, and the proposal on related party transactions involving the company's non-public development of shares, were deliberated and adopted respectively. Related directors and related shareholders have avoided voting on relevant proposals. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters involving related party transactions.
According to the authorization of the third extraordinary general meeting of shareholders in 2021 for the board of directors to handle the specific matters of this non-public offering of shares, the company held the eighth meeting of the Fifth Board of directors and the eighth meeting of the Fifth Board of supervisors on January 21, 2022, The proposal on adjusting the company's 2021 non-public development plan for a shares, the proposal on Revising the company's 2021 non-public development plan for a shares, and the proposal on signing a supplementary agreement to the conditional effective share subscription agreement with the controlling shareholder were deliberated and adopted respectively. Related directors have avoided voting on relevant proposals. The independent directors of the company have expressed their prior approval opinions and agreed independent opinions on the above matters involving related party transactions.
This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies, nor does it constitute a reorganization listing. 2、 Basic information of related parties
Company name: Yangshengtang Co., Ltd
Unified social credit Code: 91460000620312080m
Enterprise type: limited liability company (invested or controlled by natural person)
Address: room 205, No. 17, Lundu Road, Shuangpu Town, Xihu District, Hangzhou, Zhejiang
Legal representative: Zhong Fuxin
Registered capital: 100 million yuan
Date of establishment: March 12, 1993
Composition of shareholders: Zhong Fuying (98.38%), Hangzhou Youfu Enterprise Management Co., Ltd. (1.62%)
Business scope: technical development, technical consultation and technical services of pharmaceutical technology, biotechnology and medical technology, enterprise management consultation, business information consultation, marketing planning, hotel management, drug business, food business, road cargo transportation, catering services (the above are operated with licenses), cosmetics, daily necessities, clothing, shoes and hats, hardware and electricity Sales of textiles, sporting goods, furniture, paper, office equipment, electronic products, feed, instruments and meters, communication equipment, agricultural, forestry, animal husbandry and fishery products, jewelry, handicrafts, chemical products and raw materials (excluding dangerous goods and easy to make drugs), product packaging design, decoration and repair engineering construction, aquaculture, real estate development and operation, house rental services, Tourism project development, economic information consultation, design, production, release and agency of various advertisements in China, and operation of import and export business (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments).
Main business: Yangshengtang is an investment company focusing on the field of big health. Its main investment directions are drinking water, health care and health products, biomedicine, planting, etc.
Related relationship: Yangshengtang holds 56.98% equity of the company and is the controlling shareholder of the company.
The main financial data of Yangshengtang monomer in the latest year are as follows:
Unit: 10000 yuan
Project September 30, 2021 December 31, 2020
Total assets 1672134.98 1542748.43
Total liabilities 40337.19 51205.58
Total owner's equity 1631797.79 1491542.85
Project from January to September 2021 to 2020
Operating income 2856.92 8266.60
Net profit 140254.94 584819.62
Note: the financial data of 2020 have been audited by Tianjian Certified Public Accountants (special general partnership), and the financial data from January to September 2021 have not been audited.
3、 Basic information of related party transactions
The number of shares in this non-public offering shall not exceed 5% of the total share capital of the company before this offering, that is, not more than 30352000 shares (including this number), and shall be subject to the approval document of the CSRC. The type of shares in this non-public offering is domestic listed RMB ordinary shares (A shares), with a par value of RMB 1.00 per share.
4、 Pricing policy and basis of related party transactions
The pricing benchmark date of this non-public offering is the first day of the issuance period, and the issuance price shall not be less than 80% of the average trading price of the company's shares 20 trading days before the pricing benchmark date. The average trading price of the company's shares in the 20 trading days before the pricing benchmark date = the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date ÷ the total trading volume of the company's shares in the 20 trading days before the pricing benchmark date. If the company has ex rights and ex interests matters such as capital reserve converted into share capital, undistributed profit converted into share capital, share division, merger, share allotment, dividend distribution and so on from the pricing benchmark date to the issue date, the price of this non-public offering shall be adjusted accordingly.
On the basis of the above-mentioned issuance reserve price, the final issuance price will be determined by the board of directors of the company and the sponsor (lead underwriter) in the form of competitive price according to the subscription quotation of the issuing object within the scope authorized by the general meeting of shareholders after the company obtains the approval and Reply of the CSRC on the issuance.
Yangshengtang does not participate in the market inquiry process of this non-public offering, but agrees to accept the final issue price determined according to the bidding results and subscribe for the shares of this non-public offering at the same price as other specific investors. If there is no effective bidding result in the bidding process of this issuance pricing, Yangshengtang will participate in the subscription of the shares issued this time at the bottom price of the issuance. 5、 Main contents of the share subscription agreement and its supplementary agreement (I) summary of the share subscription agreement
1. Agreement subject and signing time
Party A (issuer): Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Party B (subscriber): Yangshengtang Co., Ltd
Signed on: October 15, 2021
2. Subscription method, subscription quantity, payment method and share delivery
Subscription method: in cash.
Subscription quantity: the number of shares to be subscribed by Party B shall not exceed 10% of the number of shares issued by Party A in this non-public offering. The final number of shares to be subscribed shall be determined by both parties through negotiation after the issue price is determined.
Payment method: After Party A obtains the approval of the CSRC for this non-public offering, the lead underwriter hired by Party A will send a written payment notice to the subscriber according to the issuance plan of this non-public offering finally approved by the CSRC. Party B shall timely and fully remit the subscription price of the non-public offering shares to the bank account specially opened by the lead underwriter for Party A's non-public offering in accordance with the payment notice.
Stock delivery: After Party B pays the subscription price in full, Party A will go through the stock registration formalities as soon as possible.
3. Locking period
The shares subscribed by Party B in this non-public offering shall not be transferred within 18 months from the end of this non-public offering. From the date of listing of the non-public offering shares to the date of lifting the ban on such shares, the shares of the issuer increased by Party B due to the conversion of the issuer's capital reserve into share capital, the conversion of undistributed profits into share capital, share division, merger, share allotment, dividend distribution and other matters shall also comply with the above locking arrangements.
Party B shall issue relevant lock-in commitments for the shares subscribed in this non-public offering and handle relevant lock-in matters in accordance with relevant laws, administrative regulations, administrative rules and normative documents of the CSRC, relevant rules of Shanghai Stock Exchange and the requirements of the issuer.
4. Entry into force of the agreement
The agreement shall be established on the date when the legal representatives or authorized representatives of both parties sign and affix the official seals of both parties, and shall come into force on the date when all the following conditions are met:
1. The agreement and the non-public offering have been deliberated and adopted by the board of directors and the general meeting of shareholders of Party A;
2. The non-public offering has been approved by the CSRC.
5. Accumulated profit distribution
The accumulated undistributed profits before the non-public offering will be shared by the new and old shareholders of Party A according to the proportion of shares after the offering.
6. Liability for breach of contract clause
Both parties shall strictly abide by the provisions of this agreement. Any violation of this Agreement shall be deemed as a breach of contract, and the breaching party shall be liable for the losses and consequences caused by its breach of contract.
If any statement or warranty made by either party in this agreement is false, wrong or has material omission, or such statement or warranty has not been properly and timely performed, such party shall be deemed to have violated this agreement. Any party's failure to perform any of its commitments or obligations under this Agreement shall also constitute a breach of this agreement. The breaching party shall compensate and bear all losses, damages, expenses (including but not limited to reasonable attorney's fees) and liabilities incurred or suffered by the observant party due to such breach.
If Party B violates the provisions of Article 3 of this Agreement and fails to pay the subscription price to Party A on time and in full, Party B shall pay liquidated damages to Party A at 0.05% of the unpaid amount for each overdue day. If Party A has other losses, Party B shall also compensate Party A for other losses caused thereby. If the registration of the shares held by Party B cannot be completed due to Party A, Party A shall compensate Party B for the losses caused thereby.
If Party A adjusts or cancels the non-public offering due to major changes in laws, regulations, rules, policies or regulations, decisions or requirements of relevant competent authorities, Party A shall not be liable for breach of contract to Party B for the adjustment or cancellation of the non-public offering. (II) summary of the supplementary agreement to the share subscription agreement
1. Agreement subject and signing time
Party A (issuer): Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392)
Party B (subscriber): Yangshengtang Co., Ltd
Signed on: January 21, 2022
2. Subscription quantity
Article 2.3 of the share subscription agreement (referring to the share subscription agreement with effective conditions for Beijing Wantai Biological Pharmacy Enterprise Co.Ltd(603392) non-public shares, the same below) was originally "the number of shares to be subscribed by Party B shall not exceed 10% of the number of shares issued by Party A. the final number of shares to be subscribed shall be determined by both parties through negotiation after the issue price is determined."
It is now revised as "the number of shares to be subscribed by Party B is 10% of the actual number of shares issued in this non-public offering."
3. Other agreements
If the contents of this supplementary agreement are inconsistent with the provisions of the share subscription agreement, this supplementary agreement shall prevail. The contents not covered in this supplementary agreement shall still be implemented in accordance with the provisions of the share subscription agreement.
This supplementary agreement shall be established on the date when the legal representatives or authorized representatives of both parties sign and affix the official seals of both parties, and shall come into force on the date when all the following conditions are met:
1. This supplementary agreement has been reviewed and approved by the board of directors of Party A;
2. Party A's non-public offering has been approved by the CSRC. 6、 Purpose of this transaction and its impact on the company
After deducting the relevant issuance expenses, the funds raised from this non-public offering will be used to invest in the following projects: phase II expansion construction project of jiuvalent cervical cancer vaccine, industrialization project of 20valent pneumococcal polysaccharide conjugate vaccine, construction project of Xiamen Wantai diagnostic base of Yangshengtang and construction project of nasal spray vaccine industrial base.
After the implementation of the raised investment project
