Securities code: 300558 securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022-008 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on investment in Zhejiang shimai Pharmaceutical Co., Ltd. and related party transactions
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 related party transactions
The 28th meeting of the third board of directors of Betta Pharmaceuticals Co.Ltd(300558) (hereinafter referred to as " Betta Pharmaceuticals Co.Ltd(300558) " or "the company") deliberated and adopted the proposal on investment in Zhejiang shimai Pharmaceutical Co., Ltd. and related party transactions, The company plans to invest RMB 30 million through its wholly-owned subsidiary BeDa biomedical technology (Zhejiang) Co., Ltd. (hereinafter referred to as "BeDa biology") to subscribe for Zhejiang shimai Pharmaceutical Co., Ltd. (hereinafter referred to as "shimai pharmaceutical" or "target company") to increase the registered capital by RMB 248199, with a post investment contribution ratio of 1.3453% (hereinafter referred to as "this investment").
Shimai pharmaceutical is an innovative enterprise dedicated to the research and development of targeted antibody drugs for malignant tumors and autoimmune diseases. After this round of capital increase, the registered capital of shimai pharmaceutical will be increased to RMB 1844949100 (hereinafter referred to as "this round of capital increase"), and the agreement documents must be signed after all parties perform relevant internal review and other procedures.
Mr. Ding Shizhe, a relative of Dr. Ding lieming, the chairman, CEO and actual controller of the company, serves as a director of shimai pharmaceutical, and the company's related parties Ningbo Kaiming investment management partnership (limited partnership) (hereinafter referred to as "Kaiming investment") and Hangzhou Beiyi equity investment fund partnership (Limited partnership) (hereinafter referred to as "Beiyi investment") are shareholders of shimai pharmaceutical, According to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) (hereinafter referred to as the "Listing Rules"), this investment constitutes a connected transaction but does not constitute a major asset reorganization.
According to the relevant provisions of the listing rules, self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 7 - transactions and connected transactions, the articles of association and other relevant provisions, the amount involved in this investment and the cumulative total amount of various connected transactions with connected parties controlled by the same connected person for 12 consecutive months do not exceed 5% of the absolute value of the company's latest audited net assets, This proposal does not need to be submitted to the general meeting of shareholders for deliberation. Dr. Ding liming, a related director, has avoided voting, and the independent directors have expressed their prior approval opinions and clearly agreed independent opinions.
2、 Basic information of related parties
1. Ningbo Kaiming investment management partnership (limited partnership)
Main business premises: room 717, office building 1, Meishan Avenue business center, Beilun District, Ningbo
Executive partner: Ding lieming
Date of establishment: April 7, 2013
Registered capital: 12.6969 million yuan
Enterprise type: foreign investment partnership (limited partnership)
Unified social credit Code: 91330200062941754x
Business scope: investment management and investment consulting (except securities and futures). (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Main financial indicators:
Unit: RMB
December 31, 2021 December 31, 2020
Net assets -6776497.94 6583754.62
Project from January to December 2021 to January to December 2020
Operating income 0
Net profit 11459587.44 8615468.99
Note: the financial data of 2021 are unaudited.
Description of related relationship: Dr. Ding lieming is the executive partner of Kaiming investment. According to the relevant provisions of the listing rules, Kaiming investment is the related party of the company.
According to the query on China executive information disclosure network, Kaiming investment is not a dishonest person.
2. Hangzhou Beiyi equity investment fund partnership (limited partnership)
Main business premises: room 109, building 3, No. 188, Lianchuang street, Wuchang Street, Yuhang District, Hangzhou City, Zhejiang Province
Executive partner: Hangzhou Beijia Investment Management Co., Ltd
Date of establishment: April 28, 2020
Registered capital: 95 million yuan
Enterprise type: limited partnership
Unified social credit Code: 91330110ma2hx2ur3f
Business scope: general items: equity investment (except for items subject to approval according to law, business activities shall be carried out independently according to law with business license).
Main financial indicators:
Unit: RMB
December 31, 2021 December 31, 2020
Net assets 93245665.08 94999900.00
Project from January to December 2021 to January to December 2020
Operating income 0
Net profit -432880.15 -100.00
Note: the above financial data have not been audited.
Description of related relationship: Beiyi investment is a limited partnership with Hangzhou Beijia Investment Management Co., Ltd. (hereinafter referred to as "Beijia investment") as the general partner. Mr. Ding Shizhe, a relative of Dr. Ding lieming, holds 90% of the equity of Beijia investment. According to the relevant provisions of the listing rules, Mr. Ding Shizhe is an associated natural person of Betta Pharmaceuticals Co.Ltd(300558) , and Beiyi investment is a partnership controlled by an associated natural person of Betta Pharmaceuticals Co.Ltd(300558) , which is an associated party of the company.
According to the query on the China executive information disclosure network, Beiyi investment is not a dishonest executee.
3、 Basic information of related party transactions
BeDa biology plans to participate in this round of capital increase of shimai pharmaceutical with its own fund of RMB 30 million, which does not occupy the funds raised by the company. The basic information of the target company shimai pharmaceutical is as follows:
1. Overview of the subject company
Name: Zhejiang shimai Pharmaceutical Co., Ltd
Address: room 2008, 20th floor, Huachuang building, No. 511 Jianye Road, Changhe street, Binjiang District, Hangzhou, Zhejiang Province (self declaration)
Legal representative: Xiao Zuoxiang
Registered capital: RMB 14933332
Unified social credit Code: 91330110ma28xl1f4f
Date of establishment: September 4, 2017
Business scope: technology research and development, technology transfer, technical consultation and technical services of biological new drugs and intermediates, diagnostic and scientific research reagents (except the development and application of human stem cells, gene diagnosis and treatment technology). (except those involving the implementation of special access management measures stipulated by the state) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
As of the disclosure date of this announcement, the equity structure of the subject company is as follows:
No. name of shareholder subscribed capital contribution proportion (10000 yuan)
1 Hangzhou dimai equity investment partnership (limited partnership) 589.7292 39.4908%
2 Haomai (Hangzhou) Enterprise Management Consulting Co., Ltd. 268.3340 17.9688%
3 Ningbo Kaiming investment management partnership (limited partnership) 105.0832 7.0368%
4 Zhou Xiaoguang 69.8764 4.6792%
5 Yantai maibairui international biomedical Co., Ltd. 58.3333 3.9062%
6 Ningbo Yuhe Kechuang Investment Management Co., Ltd. 56.5833 3.7890%
7 Hangzhou Beiyi equity investment fund partnership (limited partnership) 46.6667 3.1250%
8 Guangdong Wenshi Investment Co., Ltd. 46.6667 3.1250%
9 Hangzhou Taiyu phase II equity investment fund partnership (limited partnership) 46.6667 3.1250%
10 Hangzhou Tongxin Zhongchuang investment partnership (limited partnership) 39.6667 2.6563%
11 Hangzhou shimai equity investment partnership (limited partnership) 35.5000 2.3773%
12 Hangzhou maishikang enterprise management partnership (limited partnership) 23.3333 1.5625%
13 Hangzhou Shanyao equity investment partnership (limited partnership) 23.3333 1.5625%
14 Zhejiang Zheshang transformation and upgrading master fund partnership (limited partnership) 23.3333 1.5625%
15 SHAO QING 23.2921 1.5598%
16 Zhang Yongxian 18.2683 1.2233%
17 Pingtan Fuying investment partnership (limited partnership) 11.6667 0.7813%
18 Zhejiang Saizhi Bole Equity Investment Management Co., Ltd. 7.000 0.4687%
Total 1493.3332 100%
This round of capital increase plan has been approved by the original shareholders. After the completion of this round of capital increase, BeDa biology will hold a 1.3453% equity of sometimes Mai pharmaceutical.
2. Financial data and main business of the latest year and the latest period
Unit: RMB
December 31, 2021 December 31, 2020
Total assets 104739313.43 100130995.69
Total liabilities 7338913.50 8295118.99
Net assets 97400399.93 91835876.70
Project from January to December 2021 to January to December 2020
business income
