In response to the investment matters disclosed by the new open source, the Shenzhen Stock Exchange also quickly issued a letter of concern, requesting to explain the competitive advantages of related products and technologies of the target company, the specific process of transaction negotiation and signing, and whether there is interest transfer.
Looking back, we can know that 1 on the evening of October 22nd, 165438+ New Open Source announced that it planned to sign an equity investment agreement with Guangzhou Weirongte Pharmaceutical Technology Co., Ltd. (hereinafter referred to as "Weirongte"), and the company invested1billion yuan in Weirongte with its own funds in the form of capital increase. After the investment is completed, the company holds Veronte 10438+.
According to the announcement, in the first three quarters of this year, Valente's revenue was zero, its operating profit and net profit were-32,067,200 yuan,-3/kloc-0,062,800 yuan, and its net assets were 72,472,200 yuan. Last year, the company's revenue was zero, and its operating profit and net profit were-39,925,300 yuan and-38,097,000 yuan respectively.
Why should a company with zero revenue and continuous losses invest?
According to the announcement, Vironte is mainly engaged in the research and development of oncolytic virus varieties. The first three oncolytic virus varieties are VRT 106 (M 1 virus without exogenous gene insertion), VRT 150 (M 1 virus with X factor insertion) and VRT252 (pox with X factor insertion)
"Weirongte has conducted in-depth research on the limitations of the industry, which has obvious advanced nature and market competitive advantages, and the market space is broader, which is also the future development direction." New open source theory.
How to embody "obvious advancement and market competitive advantage"
In this regard, the Shenzhen Stock Exchange proposed that it is necessary to supplement the development and changes of Vironte's main business since its establishment, the competitive advantages of related products and technologies, the development status and prospects of the industry, the uses of related products, and the current research and development stage. At the same time, it is necessary to clarify whether there is any relationship between the counterparty and shareholders, directors, supervisors and senior managers who hold more than 5% of the company's shares, and whether there is any transfer of benefits to related parties.
In view of the fact that 65.438+billion yuan can't acquire 654.38+ 00.42% of the shares, Shenzhen Stock Exchange requires us to explain whether the company can participate in Willant's business decision by exercising shareholders' rights or directors' nomination rights after this transaction, and if not, whether it will affect the realization of the purpose of this transaction.
On the same day, New Open Source also disclosed that its wholly-owned subsidiary, Shanghai New Open Source, plans to set up a joint venture company with Veronte * * * with a capital contribution of 6,543,800,000 yuan. Among them, the registered capital subscribed by Shanghai New Open Source is 6,000,000 yuan, and the shareholding ratio is 60%, which is paid in the form of monetary funds; The registered capital subscribed by Veronte is RMB 4,000,000.00 Yuan, and the shareholding ratio is 40%, which is paid in the form of conditional global exclusive license of ZAP and Mxra8.
According to the agreement, Veronte will exclusively authorize two proprietary technologies (patents) it is developing to the joint venture company, namely VRT50 1(ZAP protein detection kit) and VRT502(Mxra8 protein detection kit), and the joint venture company will be responsible for the registration and marketing of related products.
In this regard, the letter of concern proposes that the specific contents, application fields, R&D progress, market prospects and valuation of the above two proprietary technologies (patents) need to be supplemented, whether there is correlation and synergy between the specific business of the joint venture company and the company's main business, and whether the new open source has corresponding qualifications, customer channels and talent pool. Register and sell related products of the above-mentioned proprietary technology (patent).