Announcement of shutaishen on related party transactions between wholly-owned subsidiaries and Beijing Zhaoyan New Drug Research Center Co., Ltd. and its subsidiaries

Securities code: 300204 securities abbreviation: shutaishen Announcement No.: 2016-22-07 shutaishen (Beijing) biopharmaceutical Co., Ltd announcement on affiliated transactions between wholly owned subsidiaries and Beijing Zhaoyan New Drug Research Center Co., Ltd and its subsidiaries 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 connected transactions (I) Beijing nuowekang Pharmaceutical Technology Co., Ltd (hereinafter referred to as "nuowekang"), a wholly-owned subsidiary of 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") carried out non clinical toxicological test and Research on coagulation factor X activator, with a total transaction amount of 6.08 million yuan (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 eighth meeting of the third board of directors on June 20, 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 related party transactions between wholly-owned subsidiaries and Beijing Zhaoyan New Drug Research Center Co., Ltd and its subsidiaries, 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 of Zhaoyan new drug are 448.1933 million yuan, the net assets are 2085389 million yuan, the operating revenue from January to December 2015 is 2138232 million yuan, and the net profit is 50.2972 million yuan (3) the actual controllers of the affiliated company and Zhaoyan new drug are Mr Zhou Zhiwen and Ms Feng Yuxia Therefore, the transaction between novacon and Zhaoyan new drug and its subsidiaries constitutes the affiliated transaction of the company III basic information of related party transactions: novikon, a wholly-owned subsidiary of the company, entrusts Zhaoyan new drug and its wholly-owned subsidiary Suzhou Zhaoyan to carry out non clinical toxicological test and Research on coagulin subsidiary X activator, so as to meet the requirements of applying for clinical approval in China pharmaceutical regulatory bureau Zhaoyan new drug and its wholly-owned subsidiary, Suzhou Zhaoyan, provide a summary report on the pharmacological, pharmacokinetic and toxicological studies of the application for clinical trials of "clotting factor X activator" 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 (four million two 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 million eight hundred and twenty-four 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 V main contents of the transaction agreement 1 Objectives of technical services: novicom entrusts Zhaoyan new drug and its wholly-owned subsidiary, Suzhou Zhaoyan, to carry out non clinical efficacy, drug substitution and toxicology test research of the blood clotting factor X activator, 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 summary report of pharmacological, pharmacokinetic and toxicological research on the application for clinical trial of "coagulation factor X activator" meeting the registration requirements 2 Content of technical service: non clinical efficacy, pharmacokinetics and toxicology test of novicoam clotting factor X activator, including: (1) design the experimental scheme according to the requirements of new drug application materials; (2) non clinical safety evaluation research; (3) complete the summary report according to the format of new drug application materials 3 Mode of technical services: pharmaceutical R & D outsourcing services 4 Remuneration and payment method of technical service: follow the principle of the company paying for specific test of single project, that is, within 7 working days after the detailed scheme is submitted and confirmed, 70% of the specific test of single project (four million two hundred and fifty-six thousand yuan) shall be paid; the remaining 30% of the payment (one million eight hundred and twenty-four thousand yuan) shall be paid before the report is obtained 6、 The impact of related party transactions on the company Through entrusting Zhaoyan new drug and its wholly-owned subsidiary, Suzhou Zhaoyan, to carry out non clinical toxicological test and Research on clotting factor X activator, novikon has saved the company's drug research and development time to a certain extent and ensured the smooth progress of the above research and development projects The amount of outsourcing service contract is small, which will not have an adverse impact on the company's current and future financial conditions 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 related person accumulated from the beginning of 2016 to the date of disclosure of this announcement, the total amount of all kinds of connected transactions between shutaishen and the related person accumulated from the beginning of 2016 to the date of disclosure of this announcement is 80800 yuan, of which the total amount of all kinds of connected transactions between novacon and the related person accumulated from the beginning of 2016 to the date of disclosure is 0 yuan VIII Review opinions of the board of supervisors: the transaction has been reviewed and approved by the board of supervisors and the following review opinions have been issued: the wholly-owned subsidiary of the company Beijing nuowekang Pharmaceutical Technology Co., Ltd entrusts Beijing Zhaoyan New Drug Research Center Co., Ltd and its wholly-owned subsidiary Si Zhaoyan (Suzhou) New Drug Research Center Co., Ltd conducted the non clinical toxicology test research of coagulation factor X activator After the deliberation, the transaction content was fair and reasonable When the board of directors of the company deliberated the 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 laws, regulations and the articles of association According to relevant regulations, the board of supervisors agreed to the proposal IX opinions of independent directors: all independent directors approved and expressed the following independent opinions in advance: upon examination, Beijing Zhaoyan New Drug Research Center Co., Ltd and its wholly-owned subsidiary Zhaoyan (Suzhou) New Drug Research Center Co., Ltd were entrusted by Beijing novikon Pharmaceutical Technology Co., Ltd to carry out non coagulation factor X activator In the clinical toxicology test research, the transaction content is fair and reasonable When the board of directors of the company deliberates the relevant proposals, the related directors avoid voting, nor exercise voting rights on behalf of other directors The decision-making and voting procedures of the related transactions are in line with the relevant provisions, and the above-mentioned related transactions are not found to damage the interests of the company and small and medium shareholders, so it is agreed to implement X documents for future reference: 1 Resolutions of the eighth meeting of the third board of directors; 2 Resolutions of the eighth meeting of the third board of supervisors; 3 Independent opinions of the company's independent directors on relevant matters It is hereby announced that the board of directors of shutaishen (Beijing) biopharmaceutical Co., Ltd dated June 21, 2016