SHANGHAI JUNSHI BIOSCIENCES CO., LTD. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
SHANGHAI JUNSHI BIOSCIENCES CO., LTD.*
上海君實生物醫藥科技股份有限公司
(a joint stock company incorporated in the People's Republic of China with limited liability)
(Stock code: 1877)
VOLUNTARY ANNOUNCEMENT
- SIGNING OF CAPITAL INCREASE AGREEMENT WITH STEMIRNA
This announcement is made by Shanghai Junshi Biosciences Co., Ltd. (the "Company") on a voluntary basis. Please also refer to the overseas regulatory announcement issued by the Company on 5 February 2020.
On 3 February 2020, the Company signed the A+ Round Capital Increase Agreement of Stemirna Therapeutics, Ltd. (the "Investment Agreement") with Stemirna Therapeutics, Ltd. ("Stemirna") and its existing shareholders, pursuant to which, the Company intends to participate in the A+ round financing of Stemirna by making capital contribution of RMB10 million and acquire its 2.86% equity interest.
The transaction does not constitute a notifiable transaction or a connected transaction under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. The investment can be implemented upon the approval of the chairman of the Company without the need to submit the same to the board of directors or general meeting for consideration.
Basic Information of Other Parties to the Investment Agreement
- Stemirna Therapeutics, Ltd.
Principal businesses: Technology development, technology transfer, technical service, and technical consultation in the fields of biotechnology and medical technology, drug development, sales of cosmetics and general merchandise, import and export of goods or technologies (except those prohibited by the state or involving administrative approval)
(II) Li Hangwen
-
Deweikang (Beijing) Biotechnology Co., Ltd.* (得微康（北京）生物科技有限公司)
Principal businesses: Technology development, technical consultation, technical service, technology transfer, technical detection; medical research and experimental development. (Enterprises shall select and commence business and operation at its discretion in accordance with the law; for any business subject to approval in accordance with the law, the approved contents of which will only be conducted upon the approval by relevant departments; it is not allowed to engage in business classified as prohibited or restricted business by industrial policies of the city where it is located)
1
(IV) Wei Guofen
(V) Chen Weimin
(VI) Beijing Longpan Health Medical Investment Center (LP)* (北京龍盤健康醫療投資中心（有
限合夥))
Principal businesses: investment management; asset management.
(VII) Beijing Jingong Hongyuan Venture Capital Center (LP)* (北京京工弘元創業投資中心（有限
合夥))
Principal business: investment management.
(VIII) Shanghai Puhong Asset Management Center (LP)* (上海樸弘資產管理中心（有限合夥))
Principal businesses: asset management, industrial investment, investment management, financial consulting (excluding agency bookkeeping), corporate management, business consulting.
(IX) Shanghai Zhangjiang Torch Venture Capital Co., Ltd.* (上海張江火炬創業投資有限公司)
Principal businesses: venture capital, venture capital management, investment consulting.
- Nanjing Fanghua Equity Investment Fund Partnership (LP)* (南京芳華股權投資基金合夥企 業（有限合夥))
Principal businesses: equity investment, investment in privately traded shares, including the shares of non-listed companies or privately issued by listed companies, and related consulting services.
(XI) Ningbo Free Trade Zone Jiuyou Smart Investment Partnership (LP)* (寧波保稅區久友智慧投 資合夥企業（有限合夥))
Principal businesses: industrial investment, investment management, investment consulting.
(XII) Gongqingcheng Yitai Jiuyou Investment Management Partnership (LP)* (共青城伊泰久友投
資管理合夥企業（有限合夥))
Principal businesses: project investment, investment management, industrial investment.
(XIII) Zhuhai Longmen No. 3 Equity Investment Fund (LP)* (珠海隆門三號股權投資基金（有限合 夥))
Principal business: equity investment.
(XIV) Jiaxing Lingfeng Equity Investment Partnership (LP)* (嘉興領峰股權投資合夥企業（有限合 夥))
Principal businesses: equity investment and related consulting services.
2
Basic Information of the Investees
The contribution for the capital increase is made in cash from the Company's internal funds. The shareholding structure of Stemirna before the completion of the capital increase:
Amount | |||
No. | Shareholder | contributed | Shareholding |
(RMB0'000) | |||
1. | Li Hangwen | 50.0000 | 26.54% |
2. | Deweikang (Beijing) Biotechnology Co., Ltd.* | 25.0000 | 13.27% |
3. | Chen Weimin | 15.0000 | 7.96% |
4. | Wei Guofen | 10.0000 | 5.31% |
5. | Beijing Longpan Health Medical Investment Center (LP)* | 25.3889 | 13.48% |
6. | Beijing Jingong Hongyuan Venture Capital Center (LP)* | 8.3333 | 4.42% |
7. | Shanghai Puhong Asset Management Center (LP)* | 5.8333 | 3.10% |
8. | Ningbo Free Trade Zone Jiuyou Smart Investment | ||
Partnership (LP)* | 8.3733 | 4.44% | |
9. | Gongqingcheng Yitai Jiuyou Investment Management | ||
Partnership (LP)* | 5.5822 | 2.96% | |
10. | Nanjing Fanghua Equity Investment Fund Partnership (LP)* | 6.9778 | 3.70% |
11. | Shanghai Zhangjiang Torch Venture Capital Co., Ltd.* | 13.9556 | 7.41% |
12. | Zhuhai Longmen No. 3 Equity Investment Fund (LP)* | 13.9556 | 7.41% |
Total | 188.4000 | 100.00% |
The shareholding structure of Stemirna after the completion of the capital increase:
Amount | |||
No. | Shareholder | contributed | Shareholding |
(RMB0'000) | |||
1. | Li Hangwen | 50.0000 | 24.26% |
2. | Deweikang (Beijing) Biotechnology Co., Ltd.* | 25.0000 | 12.13% |
3. | Chen Weimin | 15.0000 | 7.28% |
4. | Wei Guofen | 10.0000 | 4.85% |
5. | Beijing Longpan Health Medical Investment Center (LP)* | 25.3889 | 12.32% |
6. | Beijing Jingong Hongyuan Venture Capital Center (LP)* | 8.3333 | 4.04% |
7. | Shanghai Puhong Asset Management Center (LP)* | 5.8333 | 2.83% |
8. | Ningbo Free Trade Zone Jiuyou Smart Investment | ||
Partnership (LP)* | 8.3733 | 4.06% | |
9. | Gongqingcheng Yitai Jiuyou Investment Management | ||
Partnership (LP)* | 5.5822 | 2.71% | |
10. | Nanjing Fanghua Equity Investment Fund Partnership (LP)* | 6.9778 | 3.39% |
11. | Shanghai Zhangjiang Torch Venture Capital Co., Ltd.* | 13.9556 | 6.77% |
12. | Zhuhai Longmen No. 3 Equity Investment Fund (LP)* | 13.9556 | 6.77% |
13. | Jiaxing Lingfeng Equity Investment Partnership (LP)* | 11.7750 | 5.71% |
14. | Shanghai Junshi Biosciences Co., Ltd.* | 5.8875 | 2.86% |
Total | 206.0625 | 100.00% |
3
The Purpose of the Investment
Stemirna is a platform enterprise that has early carried out the R&D and production of mRNA drugs in the PRC. The investment will help the Company and Stemirna complement each other's advantages and cooperate to develop innovative drugs and innovative combination therapies in the future, which will have a positive impact on the Company's business development.
Possible Risks of the Investment
There might be certain market risks, operational risks and management risks in the operation of the investment in the target company. The Company will improve the management of investments, strengthen the supervision and risk prevention of each link, and actively prevent and deal with any possible risks.
The Impact of the Investment on the Company's Future Financial Position and Operating Results
The investment will not have any material adverse impact on the Company's financial position and operating results, without prejudice to the interests of the Company and its shareholders. From the perspective of long-term development, it is conducive to the improvement of the Company's comprehensive strength, and is expected to have a positive impact on the Company's future financial position and operating results.
By order of the Board
Shanghai Junshi Biosciences Co., Ltd.*
Mr. Xiong Jun
Chairman
Shanghai, the PRC, 5 February 2020
As at the date of this announcement, the board of directors of the Company comprises Mr. Xiong Jun, Dr. Li Ning, Dr. Feng Hui, Mr. Zhang Zhuobing, Dr. Wu Hai and Dr. Yao Sheng as executive Directors; Mr. Tang Yi, Mr. Li Cong, Mr. Yi Qingqing and Mr. Lin Lijun as non-executive Directors; and Dr. Chen Lieping, Dr. He Jia, Mr. Chen Xinjun, Mr. Qian Zhi and Dr. Roy Steven Herbst as independent non-executive Directors.
* For identification purpose only
4
Attachments
- Original document
- Permalink
Disclaimer
Shanghai Junshi Biosciences Co. Ltd. published this content on 05 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 February 2020 14:55:07 UTC
