Securities code: 300558 securities abbreviation: Betta Pharmaceuticals Co.Ltd(300558) Announcement No.: 2022-009 Betta Pharmaceuticals Co.Ltd(300558)
Announcement on the transfer of part of the equity and related party transactions of Zhejiang shimai Pharmaceutical Co., Ltd
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 the transfer of part of the equity and related party transactions of Zhejiang shimai Pharmaceutical Co., Ltd, Beida biomedical technology (Zhejiang) Co., Ltd. (hereinafter referred to as “Beida biology” or “Transferee”), a wholly-owned subsidiary of the company, intends to contribute RMB 76 million to acquire Zhejiang shimai Pharmaceutical Co., Ltd. (hereinafter referred to as “shimai pharmaceutical” or “Transferee”) held by Ningbo Kaiming investment management partnership (limited partnership) (hereinafter referred to as “Kaiming investment” or “Transferor”) The “target company”) has a capital contribution of 628772 yuan, i.e. 3.4081% equity (hereinafter referred to as “this investment”), and the agreement documents must be signed by all parties after performing relevant internal review and other procedures.
Dr. Ding liming, chairman, CEO and actual controller of the company, serves as the executive partner of Kaiming investment. According to the Listing Rules of GEM stocks of Shenzhen Stock Exchange (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
Name: 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 executee and has good performance ability. 3、 Basic information of related party transactions
The transferee plans to use its own fund of 76 million yuan to transfer the contribution of 628772 yuan, i.e. 3.4081% equity of shimai pharmaceutical held by Kaiming investment, which does not occupy the raised funds of the company. The basic information of the target company is as follows: 1. Overview of the target 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)
The equity structure before the investment (immediately after the completion of round C financing of Mai pharmaceutical) is proposed to be:
No. name of shareholder subscribed capital contribution proportion (10000 yuan)
1 Hangzhou dimai equity investment partnership (limited partnership) 589.7292 31.9645%
1 Hangzhou dimai equity investment partnership (limited partnership) 589.7292 31.96%
2 Haomai (Hangzhou) Enterprise Management Consulting Co., Ltd. 268.334 14.54%
3 Hangzhou shimai equity investment partnership (limited partnership) 114.0965 6.18%
4 Ningbo Kaiming investment management partnership (limited partnership) 105.0832 5.70%
5 Hangzhou Taikun equity investment fund partnership (limited partnership) 82.7332 4.48%
6 Zhou Xiaoguang 69.8764 3.79%
7 Yantai maibairui international biomedical Co., Ltd. 58.3333 3.16%
8 Ningbo Yuhe Kechuang Investment Management Co., Ltd. 56.5833 3.07%
9 Hangzhou Tongxin Zhongchuang investment partnership (limited partnership) 50.4221 2.73%
10 Hangzhou Taiyu phase II equity investment fund partnership (limited partnership) 46.6667 2.53%
11 Hangzhou Beiyi equity investment fund partnership (limited partnership) 46.6667 2.53%
12 Guangdong Wenshi Investment Co., Ltd. 46.6667 2.53%
13 Hangzhou Fuyang Hongxin Zhuocheng equity investment partnership (limited partnership) 24.8199 1.35%
14 Anji maisheng enterprise management partnership (limited partnership) 24.8199 1.35%
15 Beida biomedical technology (Zhejiang) Co., Ltd. 24.8199 1.35%
16 Hangzhou Saizhi chuangyun equity investment partnership (limited partnership) 24.8199 1.35%
17 Hangzhou maishikang enterprise management partnership (limited partnership) 23.3333 1.26%
18 Zhejiang Zheshang transformation and upgrading master fund partnership (limited partnership) 23.3333 1.26%
19 Hangzhou Shanyao equity investment partnership (limited partnership) 23.3333 1.26%
20 SHAO QING 23.2921 1.26%
21. Pingyang Yongxi Yongye equity investment partnership (limited partnership) 20.6833 1.12%
22 Zhang Yongxian 18.2683 0.99%
23 Ningbo Meishan free trade port Yuemin investment ruituo equity investment partnership 16.5466 0.90% (limited partnership)
24 Guangzhou Yuemin investment Yunzhong equity investment partnership (limited partnership) 16.5466 0.90%
25 Hangzhou Gaoxin Rubber & Plastic Materials Co.Ltd(300478) Venture Capital Co., Ltd. / limited liability company 16.5466 0.90%
26 Pingtan Fuyi investment partnership (limited partnership) 11.6667 0.63%
27 Hangzhou Chenghe Hongxi equity investment partnership (limited partnership) 9.9281 0.54%
28 Zhejiang Saizhi Bole Equity Investment Management Co., Ltd. 7 0.38%
Total 1844.9491 100.00%
With the unanimous consent and confirmation of all parties, the transferor intends to transfer 3.4081% of the capital contribution of shimai pharmaceutical to the transferee, and the transferee agrees to the transfer.
The other shareholders of the subject company who have the right of preemption waive the right of preemption. After the completion of this investment, BeDa biology will hold 4.7534% equity of shimai 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
Operating income 532743.34 369744.52
Net profit -34435886.77 -42043280.92
Note: the financial data of 2021 are unaudited.
Shimai pharmaceutical is an innovative enterprise dedicated to the research and development of targeted antibody drugs for malignant tumors and autoimmune diseases. It has independently constructed 4 antibody libraries of human immunoglobulin M (IgM), 2 bispecific antibody platforms of hbibody and probibody with completely independent intellectual property rights, and prospective antibody drug adaptation
