Announcement of shutaishen on Entrusting Beijing Zhaoyan New Drug Research Center Co., Ltd. and its subsidiaries to carry out non clinical toxicology test research and related transactions

Securities code: 300204 securities abbreviation: shutaishen Announcement No.: 2016-09-10 shutaishen (Beijing) biopharmaceutical Co., Ltd announcement on Entrusting Beijing Zhaoyan New Drug Research Center Co., Ltd and its subsidiaries to conduct non clinical toxicology test research and related transactions The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without any false record, misleading statement or major omission I overview of related party transactions (I) shutaishen (Beijing) biopharmaceutical Co., Ltd (hereinafter referred to as "shutaishen" or "the company") entrusts Beijing Zhaoyan New Drug Research Center Co., Ltd (hereinafter referred to as "Zhaoyan new drug") and its wholly-owned subsidiary Zhaoyan (Suzhou) new drug research center Co., Ltd (hereinafter referred to as "Suzhou Zhaoyan") to carry out The total transaction amount of the non clinical toxicology study of PEG is RMB 508000 (II) the actual controllers of the company and Zhaoyan new drug are Mr Zhou Zhiwen and Ms Feng Yuxia, so this transaction constitutes a related party transaction of the company (III) the company held the fifth meeting of the third board of directors on February 28, 2016, with 6 votes for approval, 3 for avoidance, 0 against and 0 against The voting result of abstention was reviewed and passed the proposal on Entrusting Beijing Zhaoyan New Drug Research Center Co., Ltd and its subsidiaries to conduct non clinical toxicology test research and related party transactions, in which related directors Zhou Zhiwen, Zhou Yi and Gu Zhenqi avoided voting The board of supervisors of the company has given its consent to the related party transaction, and the independent directors have approved and given their consent to the related party transaction in advance (4) this connected transaction does not constitute a major asset restructuring as stipulated in the measures for the administration of major asset restructuring of listed companies II Basic information of related parties (I) basic information of related parties Company Name: Beijing Zhaoyan New Drug Research Center Co., Ltd registered capital: 61.3 million yuan registered address: No.5, rongjingdong street, Beijing Economic and Technological Development Zone legal representative: Feng Yuxia Business scope: technology development, technology transfer, technical consultation, technical service and technical training of food, daily chemical products, chemical reagents, biological products and Biotechnology; import and export of goods, technology and agent (for projects subject to approval according to law, business activities shall be carried out according to the approved contents after approval by relevant departments ）(II) operation and main financial data: Zhaoyan new drug, formerly known as Beijing Zhaoyan new drug research and development center, was established in August 1995 In February 1998, Beijing Zhaoyan new drug research and development center was restructured into a joint-stock cooperative enterprise, and its name was changed to "Beijing Zhaoyan new drug research center" In January 2008, Zhaoyan new drug was transformed into a limited liability company, and its name was changed to "Beijing Zhaoyan New Drug Research Center Co., Ltd." At the end of 2008, Zhaoyan (Suzhou) New Drug Research Center Co., Ltd was established in Taicang City, Jiangsu Province In December 2012, Zhaoyan new drug was restructured into a joint stock company with the name changed to "Beijing Zhaoyan New Drug Research Center Co., Ltd." Zhaoyan new drug is a pre clinical professional outsourcing service company which is the first in China to pass the US FDA GLP inspection and has the international AAALAC (animal welfare) certification and the GLP certification qualification of China SFDA The test report provided by Zhaoyan new drug can be recognized by the US FDA and China SFDA at the same time Zhaoyan new drug can provide customers with personalized design, drug screening, pharmacodynamic research, pharmacokinetic research, safety evaluation, clinical trials, application and registration of early drug development programs, covering the whole process from drug discovery to new drug registration As of December 31, 2015, the total assets and net assets of Zhaoyan new drug were 44066015700 yuan, 207327400 yuan, the operating revenue and net profit from January to December 2015 were 21734491100 yuan and 49186800 yuan respectively (Unaudited) (III) the actual controllers of the affiliated company and Zhaoyan new drug are Mr Zhou Zhiwen and Ms Feng Yuxia, so this transaction constitutes the affiliated transaction of the company III basic information of related party transactions: the company entrusts Zhaoyan new drug and its wholly-owned subsidiary Suzhou Zhaoyan to carry out non clinical toxicology test and research of PEG, so as to meet the requirements of applying for clinical approval documents in China pharmaceutical regulatory bureau Zhaoyan new drug and its wholly-owned subsidiary Suzhou Zhaoyan provide the toxicology research summary report of "peg" clinical trial application meeting the registration requirements IV pricing policy and pricing basis of the transaction 1 Necessity of the related transaction (1) the related transaction involved in the test must be conducted in GLP laboratory certified by the state, the company does not have relevant conditions, and must entrust the GLP certified institution for evaluation; (2) Zhaoyan new drug is a professional enterprise engaged in such tests in China It has many advantages in the industry, such as large animal capacity, many evaluation projects completed, high market share, and has experience in the registration of the evaluated projects 2 The pricing of related party transactions shall follow the principle that the company pays the specific test payment for a single project, that is, 70% of the specific test payment for a single project (three hundred and fifty-six thousand yuan) shall be paid within 7 working days after the detailed scheme is submitted and confirmed; the remaining 30% of the payment (one hundred and fifty-two thousand yuan) shall be paid before the report is obtained 3 The pricing of related party transactions shall be determined according to the contract price and payment terms by comparing with the transaction price of Zhaoyan new drug for accepting other customers' individual drugs to complete relevant tests 5 Main contents of the transaction agreement 1 Objectives of technical services: shutaishen entrusts Zhaoyan new drug and its wholly-owned subsidiary, Suzhou Zhaoyan, to conduct non clinical toxicology research of PEG, so as to meet the requirements of applying for clinical approval documents in China pharmaceutical regulatory bureau Zhaoyan new drug and its wholly-owned subsidiary Suzhou Zhaoyan provide the toxicology research summary report of "peg" clinical trial application meeting the registration requirements 2 Content of technical service: the non clinical toxicology test research of shutaishen peg, including: (1) design the experimental scheme according to the requirements of new drug application data; (2) non clinical safety evaluation research; (3) complete the summary report in the format of new drug application data 3 Mode of technical services: pharmaceutical R & D outsourcing services 4 Remuneration and payment method of technical service: follow the principle that Shu Taishen pays for specific test of a single project, that is, 70% of specific test of a single project (three hundred and fifty-six thousand yuan) shall be paid within 7 working days after the detailed scheme is submitted and confirmed; the remaining 30% of payment (one hundred and fifty-two thousand yuan) shall be paid before the report is obtained 6、 The purpose of related party transactions and the impact of transactions on the company the pre clinical safety evaluation of drugs is a necessary process to complete the registration and marketing of drugs Through entrusting Zhaoyan new drug and its wholly-owned subsidiary Suzhou Zhaoyan to carry out the non clinical toxicology test and research of PEG, the time of drug research and development of the company was saved to a certain extent, and the smooth progress of the above research and development project was guaranteed The small amount of outsourcing service contract will not have adverse impact on the company's current and future financial situation and operating results VII From the beginning of 2016 to the date of disclosure, the total amount of all kinds of connected transactions with the connected person accumulated from the beginning of 2016 to the date of disclosure of this announcement is 13000 yuan VIII Review opinions of the board of supervisors: the transaction was approved by the board of supervisors and issued the following review opinions: the company entrusted Zhaoyan New Drug Research Center Co., Ltd and its wholly-owned subsidiary Zhaoyan (Suzhou) New Drug Research Center Co., Ltd to conduct peg In the non clinical toxicology test research, the transaction content is fair and reasonable after deliberation When the board of directors of the company deliberates related proposals, the related directors avoid voting and do not exercise voting rights on behalf of other directors The decision-making and voting procedures of the related transactions comply with the relevant provisions of laws, regulations and the articles of association The board of supervisors agrees with the proposal IX opinions of independent directors: all independent directors of this transaction have approved and issued the following independent opinions in advance: upon examination, the company entrusts Zhaoyan New Drug Research Center Co., Ltd and its wholly-owned subsidiary, Zhaoyan (Suzhou) New Drug Research Center Co., Ltd The company conducted non clinical toxicology test research on PEG, and the transaction content was fair and reasonable When the board of directors of the company considered relevant proposals, the related directors avoided voting and did not exercise voting rights on behalf of other directors The decision-making and voting procedures of the related transactions were in line with relevant regulations, and the company agreed to implement the above-mentioned related transactions without finding that the related transactions harmed the interests of the company and small and medium shareholders X documents for reference: 1 Resolution of the 5th meeting of the 3rd board of directors; 2 Resolution of the 5th meeting of the 3rd board of supervisors; 3 Independent opinions of the company's independent directors on relevant matters; hereby announce the board of directors of shutaishen (Beijing) bio Pharmaceutical Co., Ltd February 29, 2016