海思科医药集团股份有限公司 第五届董事会第三十六次会议 决议公告

Core Viewpoint - The company, Haikang Pharmaceutical Group Co., Ltd., plans to jointly invest with Helix (Chengdu) Pharmaceutical Technology Co., Ltd. to establish two subsidiaries, focusing on innovative biopharmaceuticals and advanced therapeutic technologies [7][9]. Group 1: Investment Details - The company will invest a total of RMB 9,700 million to establish Haishi Biotechnology Co., Ltd., with an investment of RMB 8,700 million, representing 89.69% of the equity [2][7]. - The company will also invest RMB 4,850 million to establish Haishi Xinyuan Pharmaceutical Technology Co., Ltd., with an investment of RMB 4,350 million, also representing 89.69% of the equity [2][7]. - The total planned investment for both subsidiaries is RMB 14,550 million, with the company contributing RMB 13,050 million and Helix contributing RMB 1,500 million [9]. Group 2: Strategic Focus - Haishi Biotechnology will focus on cutting-edge areas such as Antibody-Drug Conjugates (ADC) and In Vivo CAR-T cell immunotherapy [7][9]. - Haishi Xinyuan will concentrate on the research of new-generation technologies like small nucleic acid drugs [7][9]. - The subsidiaries aim to develop a comprehensive biopharmaceutical innovation platform, enhancing the company's competitive edge and expanding its product pipeline [9]. Group 3: Governance and Compliance - The investment decisions were approved by the company's board of directors, with the related party, Wang Junmin, abstaining from the vote to ensure compliance with regulations [8][9]. - The total investment amount of RMB 13,050 million accounts for 3.10% of the company's latest audited net assets, and the transaction does not require shareholder approval [8][9]. Group 4: Independent Director's Opinion - The independent directors have reviewed the investment proposal and concluded that it aligns with national laws and regulations, ensuring fair pricing and not harming the interests of the company or minority shareholders [35].