Introduction: Recently, Da'an Gene Release Announced that in order to promote the development of molecular diagnostic technology research and application, it has established a new company in China with NASDAQ listed company LifeTechnologies Corporation Joint Venture - Lifidane Diagnostics (Guangzhou) Co., Ltd.
According to the announcement, the registered capital of the new joint venture company is 35.062 million yuan. It will mainly research and develop molecular diagnostic detection reagents, instruments and related products based on capillary electrophoresis. Among them, Daanji has an investment amount of 14.886 million yuan, accounting for 42.5% of the registered capital, and Anglo-Jieji has an investment of 2013.99 million yuan, accounting for 57.5% of the registered capital.
The details of the announcement are as follows:
Announcement of the establishment of a molecular diagnostic technology joint venture by Sun Yat-sen University Da'an Gene Co., Ltd. The company and all members of the board of directors ensure that the content of the announcement is true, accurate, and complete, and that it is connected with any false records, misleading statements or major omissions in the announcement. responsibility.
I. Overview of Outbound Investment 1. Basic Information on Foreign Investment Zhongshan University Da'an Gene Co., Ltd. (hereinafter referred to as "Company" and "Dai'an Gene") is committed to becoming an integrated supplier of upstream and downstream integration in China's molecular diagnostics industry. . Molecular diagnostic techniques have an important place in the diagnosis of genetic diseases, tumors, and infectious diseases, and can provide strong support for cancer, infectious diseases, and in vitro diagnostic analysis and clinical practice. In order to promote the development of the company in the research and application of molecular diagnostic technology, the company plans to cooperate with LifeTechnologies Corporation (Nasdaq: LIFE, hereinafter referred to as "LIFE"), a wholly-owned subsidiary of China-England Jiechi (Shanghai). Trade Co., Ltd. (hereinafter referred to as "British"), co-founded a joint venture, relying on LIFE's advantages in molecular diagnostic technology resources and Daan's diagnostic resources in China's diagnostic industry, to further promote the clinical application of gene sequencing platforms in China. The joint venture and its products will play an important role in the selection of disease prevention and treatment options.
Daan Gene and Ying Jie-Jie signed the "Shareholders Agreement on Lifei Da'an Diagnostic Products (Guangzhou) Co., Ltd." in Guangzhou, China on January 8, 2012, and established the company in cooperation with the company -- Lifidane Diagnostics (Guangzhou) Limited company. The registered capital of the target company is RMB 35,026,000, of which Daan's genetic investment amount is RMB 14,886,050, which accounts for 42.5% of the registered capital, and Miles Capital's investment amount is RMB 20,139,950. It accounted for 57.5% of the registered capital.
2. Deliberation of the Board of Directors On January 13, 2012, the first extraordinary meeting of the fourth board of directors of the company approved the establishment of a molecular diagnostic technology joint venture with 9 votes for, 0 against, and 0 abstentions. The motion. According to the provisions of the company's articles of association, this transaction need not be approved by the general meeting of shareholders or the approval of the relevant government departments. Since the company has no affiliated relationship with Bentley, this transaction does not constitute a related party transaction. In addition, this transaction also does not constitute a major asset reorganization as stipulated in the Administrative Measures for Major Asset Restructuring of Listed Companies.
Second, the counterparty of the introduction of the British jiuji (Shanghai) Trading Co., Ltd. is LifeTechnologiesCorporation's wholly-owned subsidiary in China. The company's residence is located in the west of the first floor of Building 3, 379 Debao Road, Waigaoqiao Free Trade Zone, Shanghai; the legal representative is SIDDHARTHACHANDRAKANTKADIA; the registered capital is 3 million US dollars; the company type is limited liability company (foreign-funded sole proprietorship).
LifeTechnologies Corporation is a global biotechnology company dedicated to improving the human environment. LIFE's instruments, consumables and services can assist researchers in accelerating progress in the field of life sciences and medicine. LIFE's customers cover a wide range of biological fields, as well as molecular medicine, stem cell therapy, food safety, animal health and forensic identification. Life Sciences laboratories around the world use LifeTechnologies' industry-leading products, including innovative Applied Biosystems and IonTorrent brand instruments, and a range of reagent products for use with instruments such as Invitrogen, Gibco, Ambion, Molecular Probes, and Taqman. LIFE had sales of US$3.6 billion in 2010, employs 11,000 people worldwide, sold products to approximately 160 countries, and has nearly 3,900 intellectual property patents and proprietary licenses.
III. Basic Circumstances for Investment Target 1. Funding Method: All cash contribution 2. Registered address: No. 19, Xiangshan Road, Science City, Guangzhou Hi-tech Industrial Development Zone 2. Target Company: Organization of limited liability company 3. Business scope: Company The initial business scope is "research and development of molecular diagnostic detection reagents and instruments based on capillary electrophoresis and related products, technical services, technical consultation and technology transfer". The above scope of business is finally approved by the Trade and Industry Bureau and is in the company's business license. The business scope set out above shall prevail.
4. Shareholding ratio: The company's total registered capital was RMB 35,026,000, of which Daan Gene: RMB 14,886,050, which accounted for 42.5% of the registered capital; Yingji Jieji: RMB 20,139, 950 yuan, accounting for 57.5% of the registered capital.
IV. Main Contents of Outbound Investment Contracts 1. Both parties shall pay registered capital in RMB in proportion to their respective shareholdings. Both parties should pay no less than 20% of their registered capital when applying for the establishment of a company and business registration. Both parties shall pay the remaining registered capital within two years after the establishment of the company in accordance with the timetable for investment in the annex to this agreement. If the board of directors passes a resolution requesting payment of registered capital before the end of the two-year period, both parties shall pay part or all of the unpaid registered capital according to their respective shareholdings in the company (the specific amount will be decided by the board of directors).
2. The shareholders' meeting consists of all shareholders of the company, which is the highest authority of the company. Both parties shall exercise voting rights at the shareholders' meeting in proportion to their respective registered capital of the company. If both parties have reached an agreement in writing on any matter, there is no need to convene a meeting of shareholders, and both parties may pass relevant resolutions by means of circulation and written resolutions.
3. The board of directors consists of five members. As long as Daan Genes holds more than 40% of the company's equity, Daan Genes has the right to nominate two directors, and Emmegiji has the right to nominate three directors. If there is any change in the proportion of shares held by the company, the number of directors that each party can appoint should be adjusted accordingly. The chairman of the board of directors is appointed by Ying Jijie, who is the legal representative of the company.
4. The company does not have a board of supervisors, but it has two supervisors. Both parties have the right to appoint one supervisor.
5. This agreement will take effect after the following conditions are met: (1) Both parties sign this agreement; (2) The Da'an Gene Board approves this agreement. Daan Genes shall make commercially reasonable efforts to prompt its board of directors to approve this agreement within seven working days after the signing of this agreement.
V. The purpose of the foreign investment, the existing risks and the impact on the company This overseas investment is in line with the strategic goal of Daan Gene's “commitment to become a top-tier integrated upstream and downstream supplier in the molecular diagnostics industry in Chinaâ€. Based on complementary advantages and cooperation, the company intends to expand and perfect the company's technological platform in the field of molecular diagnostics, enrich product lines, and improve and maintain the competitiveness of the company in the field of molecular diagnostics. After the investment and operation of the project, it is expected to become the company's new business growth point, and gradually release the investment effect and improve operating performance.
At the same time, the company reminds investors that there are risks in the technology, market development, talents, management and management of this investment. Investors are advised to pay attention to investment risks.
VI. Documents for Reference 1. Resolutions of the 4th Board of Directors of the 2012 First Extraordinary Meeting;
2. Project Investment Feasibility Report
3. "About the shareholders' agreement of Lifei Da'an Diagnostic Products (Guangzhou) Co., Ltd."
4. The company's articles of incorporation and legal business license.
Special announcement.
Shan University Daan Gene Co., Ltd. Board of Directors January 13, 2012
According to the announcement, the registered capital of the new joint venture company is 35.062 million yuan. It will mainly research and develop molecular diagnostic detection reagents, instruments and related products based on capillary electrophoresis. Among them, Daanji has an investment amount of 14.886 million yuan, accounting for 42.5% of the registered capital, and Anglo-Jieji has an investment of 2013.99 million yuan, accounting for 57.5% of the registered capital.
The details of the announcement are as follows:
Announcement of the establishment of a molecular diagnostic technology joint venture by Sun Yat-sen University Da'an Gene Co., Ltd. The company and all members of the board of directors ensure that the content of the announcement is true, accurate, and complete, and that it is connected with any false records, misleading statements or major omissions in the announcement. responsibility.
I. Overview of Outbound Investment 1. Basic Information on Foreign Investment Zhongshan University Da'an Gene Co., Ltd. (hereinafter referred to as "Company" and "Dai'an Gene") is committed to becoming an integrated supplier of upstream and downstream integration in China's molecular diagnostics industry. . Molecular diagnostic techniques have an important place in the diagnosis of genetic diseases, tumors, and infectious diseases, and can provide strong support for cancer, infectious diseases, and in vitro diagnostic analysis and clinical practice. In order to promote the development of the company in the research and application of molecular diagnostic technology, the company plans to cooperate with LifeTechnologies Corporation (Nasdaq: LIFE, hereinafter referred to as "LIFE"), a wholly-owned subsidiary of China-England Jiechi (Shanghai). Trade Co., Ltd. (hereinafter referred to as "British"), co-founded a joint venture, relying on LIFE's advantages in molecular diagnostic technology resources and Daan's diagnostic resources in China's diagnostic industry, to further promote the clinical application of gene sequencing platforms in China. The joint venture and its products will play an important role in the selection of disease prevention and treatment options.
Daan Gene and Ying Jie-Jie signed the "Shareholders Agreement on Lifei Da'an Diagnostic Products (Guangzhou) Co., Ltd." in Guangzhou, China on January 8, 2012, and established the company in cooperation with the company -- Lifidane Diagnostics (Guangzhou) Limited company. The registered capital of the target company is RMB 35,026,000, of which Daan's genetic investment amount is RMB 14,886,050, which accounts for 42.5% of the registered capital, and Miles Capital's investment amount is RMB 20,139,950. It accounted for 57.5% of the registered capital.
2. Deliberation of the Board of Directors On January 13, 2012, the first extraordinary meeting of the fourth board of directors of the company approved the establishment of a molecular diagnostic technology joint venture with 9 votes for, 0 against, and 0 abstentions. The motion. According to the provisions of the company's articles of association, this transaction need not be approved by the general meeting of shareholders or the approval of the relevant government departments. Since the company has no affiliated relationship with Bentley, this transaction does not constitute a related party transaction. In addition, this transaction also does not constitute a major asset reorganization as stipulated in the Administrative Measures for Major Asset Restructuring of Listed Companies.
Second, the counterparty of the introduction of the British jiuji (Shanghai) Trading Co., Ltd. is LifeTechnologiesCorporation's wholly-owned subsidiary in China. The company's residence is located in the west of the first floor of Building 3, 379 Debao Road, Waigaoqiao Free Trade Zone, Shanghai; the legal representative is SIDDHARTHACHANDRAKANTKADIA; the registered capital is 3 million US dollars; the company type is limited liability company (foreign-funded sole proprietorship).
LifeTechnologies Corporation is a global biotechnology company dedicated to improving the human environment. LIFE's instruments, consumables and services can assist researchers in accelerating progress in the field of life sciences and medicine. LIFE's customers cover a wide range of biological fields, as well as molecular medicine, stem cell therapy, food safety, animal health and forensic identification. Life Sciences laboratories around the world use LifeTechnologies' industry-leading products, including innovative Applied Biosystems and IonTorrent brand instruments, and a range of reagent products for use with instruments such as Invitrogen, Gibco, Ambion, Molecular Probes, and Taqman. LIFE had sales of US$3.6 billion in 2010, employs 11,000 people worldwide, sold products to approximately 160 countries, and has nearly 3,900 intellectual property patents and proprietary licenses.
III. Basic Circumstances for Investment Target 1. Funding Method: All cash contribution 2. Registered address: No. 19, Xiangshan Road, Science City, Guangzhou Hi-tech Industrial Development Zone 2. Target Company: Organization of limited liability company 3. Business scope: Company The initial business scope is "research and development of molecular diagnostic detection reagents and instruments based on capillary electrophoresis and related products, technical services, technical consultation and technology transfer". The above scope of business is finally approved by the Trade and Industry Bureau and is in the company's business license. The business scope set out above shall prevail.
4. Shareholding ratio: The company's total registered capital was RMB 35,026,000, of which Daan Gene: RMB 14,886,050, which accounted for 42.5% of the registered capital; Yingji Jieji: RMB 20,139, 950 yuan, accounting for 57.5% of the registered capital.
IV. Main Contents of Outbound Investment Contracts 1. Both parties shall pay registered capital in RMB in proportion to their respective shareholdings. Both parties should pay no less than 20% of their registered capital when applying for the establishment of a company and business registration. Both parties shall pay the remaining registered capital within two years after the establishment of the company in accordance with the timetable for investment in the annex to this agreement. If the board of directors passes a resolution requesting payment of registered capital before the end of the two-year period, both parties shall pay part or all of the unpaid registered capital according to their respective shareholdings in the company (the specific amount will be decided by the board of directors).
2. The shareholders' meeting consists of all shareholders of the company, which is the highest authority of the company. Both parties shall exercise voting rights at the shareholders' meeting in proportion to their respective registered capital of the company. If both parties have reached an agreement in writing on any matter, there is no need to convene a meeting of shareholders, and both parties may pass relevant resolutions by means of circulation and written resolutions.
3. The board of directors consists of five members. As long as Daan Genes holds more than 40% of the company's equity, Daan Genes has the right to nominate two directors, and Emmegiji has the right to nominate three directors. If there is any change in the proportion of shares held by the company, the number of directors that each party can appoint should be adjusted accordingly. The chairman of the board of directors is appointed by Ying Jijie, who is the legal representative of the company.
4. The company does not have a board of supervisors, but it has two supervisors. Both parties have the right to appoint one supervisor.
5. This agreement will take effect after the following conditions are met: (1) Both parties sign this agreement; (2) The Da'an Gene Board approves this agreement. Daan Genes shall make commercially reasonable efforts to prompt its board of directors to approve this agreement within seven working days after the signing of this agreement.
V. The purpose of the foreign investment, the existing risks and the impact on the company This overseas investment is in line with the strategic goal of Daan Gene's “commitment to become a top-tier integrated upstream and downstream supplier in the molecular diagnostics industry in Chinaâ€. Based on complementary advantages and cooperation, the company intends to expand and perfect the company's technological platform in the field of molecular diagnostics, enrich product lines, and improve and maintain the competitiveness of the company in the field of molecular diagnostics. After the investment and operation of the project, it is expected to become the company's new business growth point, and gradually release the investment effect and improve operating performance.
At the same time, the company reminds investors that there are risks in the technology, market development, talents, management and management of this investment. Investors are advised to pay attention to investment risks.
VI. Documents for Reference 1. Resolutions of the 4th Board of Directors of the 2012 First Extraordinary Meeting;
2. Project Investment Feasibility Report
3. "About the shareholders' agreement of Lifei Da'an Diagnostic Products (Guangzhou) Co., Ltd."
4. The company's articles of incorporation and legal business license.
Special announcement.
Shan University Daan Gene Co., Ltd. Board of Directors January 13, 2012
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