Core Viewpoint - Hunan Fangsheng Pharmaceutical Co., Ltd. plans to increase capital in its subsidiary Fangsheng R&D Co. with a total investment of 24 million yuan from the company and its partners, aiming to enhance its drug research and development capabilities in the Guangdong-Hong Kong-Macao Greater Bay Area [2][3][12] Summary by Sections 1. Transaction Overview - Fangsheng Pharmaceutical intends to invest 24 million yuan in Fangsheng R&D Co., with New Yuan Investment contributing 46 million yuan, and both Tongmu Technology and the core talent holding entity contributing 5 million yuan each. Post-investment, the shareholding structure will be Fangsheng Pharmaceutical 35%, New Yuan Investment 55%, Tongmu Technology 5%, and the core talent holding entity 5% [2][3] - The investment is classified as a related party transaction due to the involvement of New Yuan Investment, which is an affiliated entity. Related directors abstained from voting [2][3] - The investment does not constitute a major asset restructuring as per regulations, and it has been approved by the independent directors and the board of directors without needing shareholder approval [2][4] 2. Purpose and Reason for the Capital Increase - The capital increase aims to support the company's strategic development in the Guangdong-Hong Kong-Macao Greater Bay Area, leveraging local resources and policies to accelerate the R&D of traditional Chinese medicine projects and mitigate R&D risks [3][12] 3. Related Party Information - New Yuan Investment is controlled by the same individual as Fangsheng Pharmaceutical, establishing a related party relationship. The core talent holding entity will consist of key personnel from the company, which may include current directors and senior management [6][7] 4. Capital Increase Details - The registered capital of Fangsheng R&D Co. will increase from 20 million yuan to 100 million yuan, with the new capital structure reflecting the contributions from all parties involved [9][10] - The governance structure will include a board of directors with three members, where Fangsheng Pharmaceutical appoints two directors and the chairman [10][12] 5. Impact on the Company - Following the capital increase, Fangsheng R&D Co. will remain under the control of Fangsheng Pharmaceutical, allowing it to consolidate its financial statements. This move is expected to enhance the sustainability of R&D investments and facilitate the commercialization of innovative traditional Chinese medicine [12]
湖南方盛制药股份有限公司关于向控股子公司增资暨关联交易的公告