Chipscreen Biosciences: Announcement on the estimated amount of daily related party transactions in 2025
DATE:  Jan 16 2025

Stock code: 688321 Stock abbreviation: Chipscreen Biosciences Announcement No.: 2025-002

Shenzhen Microchip Biotechnology Co., Ltd

Announcement on the estimated quota of daily related party transactions in 2025

The board of directors and all directors of the company guarantee that there are no false records, misleading statements or material omissions in the content of this announcement, and assume legal responsibility for the authenticity, accuracy and completeness of its content in accordance with the law.

Important Content Notes:

●Shenzhen Microchip Biotechnology Co., Ltd. (hereinafter referred to as the "Company") is expected to have a daily related party transaction quota in 2025 (hereinafter referred to as the "Estimated Matters") to meet the company's normal production and operation needs, and the relevant daily related party transactions follow the principle of fairness and reasonableness, and there is no harm to the interests of the company and shareholders, and the company's independence will not be affected, and the company will not form a greater dependence on related parties.

●The expected matters have been deliberated and approved by the ninth meeting of the third board of directors and the seventh meeting of the third board of supervisors of the company, and do not need to be submitted to the general meeting of shareholders of the company for deliberation.

1. Basic information on daily related party transactions

(1) Procedures for deliberating on the performance of routine related-party transactions

1. Deliberation procedures for the special meeting of the company's independent directors

The Company has held the third special meeting of independent directors of the Board of Directors on January 14, 2025 for 2025

At the first meeting, the "Proposal on the Estimated Quota of Daily Connected Transactions in 2025" was deliberated and approved, and the following opinions were unanimously agreed by all independent directors of the Company: the Company expects that the daily connected transaction quota in 2025 is based on the needs of the Company's business development and production and operation, which is reasonable and necessary, and the pricing of the Company's daily related party transactions follows the principles of equality, voluntariness, equivalence and compensation, and will not adversely affect the Company and its financial status and operating results. There is no harm to the interests of the company and all shareholders, especially small and medium-sized shareholders, and the company will not rely on related parties and will not affect the independence of the company. The independent directors unanimously agreed to the company's 2025 daily related party transaction quota estimate and agreed to submit the proposal to the board of directors of the company for deliberation.

2. Deliberation procedures of the board of directors of the company

The company has held the ninth meeting of the third board of directors on January 14, 2025, and deliberated and approved

"Proposal on the Estimated Quota of Daily Related Party Transactions in 2025". within the scope of the Company and its consolidated statements

Due to the needs of production and operation, the subsidiary will be in 2025 with the related party Chengdu Microchip Xinyu Biotechnology Co., Ltd

The company (hereinafter referred to as "Microchip New Domain") carries out relevant transactions, and the total amount is expected to not exceed 18.00 million yuan.

Seagull, an associate director, recused himself from voting on the above proposal.

3. Deliberation procedures of the board of supervisors of the company

The company has held the seventh meeting of the third board of supervisors on January 14, 2025, which was deliberated and approved

"Proposal on the Estimated Quota of Daily Related Party Transactions in 2025", all supervisors unanimously agreed to the proposal.

The Board of Supervisors believes that the Company's expected daily related party transactions in 2025 are in line with the Company's daily business needs

It is easy to be commercially reasonable, and the transaction follows the principle of fair and reasonable pricing, which does not affect the independence of the company and does not exist

In the case of damage to the legitimate rights and interests of all shareholders of the company.

In accordance with the Rules Governing the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Listing Rules of the Science and Technology Innovation Board of the Shanghai Stock Exchange and the Listing Rules of Shenzhen Microchip Biotechnology Co., Ltd

The relevant provisions of the Articles of Association of a Limited Company (hereinafter referred to as the "Articles of Association") are not expected to be held this time

It must be submitted to the general meeting of shareholders of the company for deliberation.

(2) The estimated amount and category of routine related party transactions in 2025

Year 2025

2025 Proportion of the same industry Beginning to the disclosure date of 2024 Proportion of the same industry This estimated amount

Related Party Transactions Related Party Estimated Amount Transaction Ratio to Related Party Accumulated Actual Occurrence Business Ratio Actual Occurrence Ratio to Actual Issuance of the Previous Year

Category Person (10,000 yuan) (%) Calculate the amount that has been incurred (10,000 cases (%) The difference in the amount of students is compared

The transaction amount is RMB) for large reasons

(10,000 yuan)

To the related people Microchip 50.00 100% 0 0 0

Selling products New Domain is not applicable

Subtotal 50.00 100% 0 0 0

Related Persons Microchip 450.00 36% 0 358.40 35% N/A

Provision of new domains for housing

Lease Subtotal 450.00 36% 0 358.40 35% N/A

To related persons Microchip 200.00 34% 0 112.32 40% N/A

Offering properties in New Domain

Managed Services Subtotal 200.00 34% 0 112.32 40% Not applicable

Microchip 1,100.00 100% 0 244.52 96% Expected to succeed this year

To the new domain of related people Continue to the new domain of Microchip

Provision of professional services for clinical trials

Technical Services Subtotal 1,100.00 100% 0 244.52 96% Operation-related majors

Technical services

Total 1,800.00 - 0 715.24 -

Note 1: The calculation base of "proportion of similar business" in 2024 is the actual amount of tax included by the company in 2024 (not

audited), the calculation base of "proportion of similar business" in 2025 is the estimated total amount of similar business of the company in 2025, below

Same;

Note 2: The actual amount of related party transactions in 2024 is unaudited, which is based on the company's audited 2024

The financial report disclosure data shall prevail.

(3) The forecast and implementation of routine related-party transactions in 2024

Category of related party transaction Related party 2024 expected 2024 actual amount of 2024 The difference between the estimated amount and the actual amount incurred

Amount (10,000 yuan) Amount of students (10,000 yuan) The reason for the big difference

Provision of Properties to Related Persons Microchip New Domain 450.00 358.40 Not applicable

House Lease Subtotal 450.00 358.40

Provision of goods to related persons Microchip New Domain 200.00 112.32 Not applicable

Business Management Services Subtotal 200.00 112.32

Provide a special microchip new domain to related parties 1,100.00 244.52 The payment and settlement nodes agreed in the agreement are not

Subtotal 1,100.00 244.52 Attributable to and delayed in 2024

Sales to affiliates Microchip New Domain 50.00 0 Not applicable

Subtotal 50.00 0

Total 1,800.00 715.24 -

Note 1: The actual amount of related party transactions in 2024 is unaudited, which is based on the company's audited 2024

The financial report disclosure data shall prevail.

2. Basic information and relationship of related persons

(1) Basic information on related persons

Company name: Chengdu Microchip Xinyu Biotechnology Co., Ltd

Nature of enterprise: limited liability company

Legal representative: Seagull

Registered capital: 18,011,282 RMB

Date of Establishment: August 17, 2021

Address: Chengdu Tianfu International Biological City (No. 18, Section 2, Middle Biological City Road, Shuangliu District)

Main office location: Building 3, No. 18, Xintong South 1st Road, Chengdu High-tech Zone

Business scope: general projects: technical services, technology development, technical consulting, technical exchanges, technology transfer

concession and technology promotion (except for projects subject to approval in accordance with the law, independently carry out business activities with a business license in accordance with the law).

Major shareholders: Chengdu Microchip Pharmaceutical Co., Ltd. holds 38.87% of the shares; Chengdu Anxin Guosheng Microchip Medical

Pharmaceutical Health Equity Investment Fund Partnership (Limited Partnership) holds 24.98% of the shares.

Microchip New Domain is mainly engaged in the research and development of large molecule innovative drugs, and has been officially operating since January 1, 2022.

As of September 30, 2024, Microchip Xinyu has total assets of 141.6957 million yuan and net assets of 136.991 million yuan

Yuan, from January to September 2024, Microchip Xinyu's operating income was 0 yuan, and the net profit was -26.5682 million yuan (the above figures

According to unaudited).

After inquiring about the "China Enforcement Information Disclosure Network", Microchip New Domain is not a judgment defaulter. As of the disclosure date of this announcement, there are no major litigation, arbitration or administrative reconsideration and other legal events that have not yet been concluded.

(2) Explanation of the affiliation

Ms. Haiou, the director/deputy general manager/secretary of the board of directors of the company, concurrently serves as the legal representative/chairman of the board of directors of Microchip, and Mr. Pan Desi, the deputy general manager of the company, concurrently serves as a director of Microchip, according to the relevant provisions of the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the transactions between the company and its subsidiaries within the scope of the consolidated financial statements and Microchip New domain constitute connected transactions.

(3) Analysis of performance capacity

The above-mentioned related persons exist in accordance with the law and operate normally, and have good performance capabilities. The Company and its subsidiaries within the scope of the consolidated financial statements will sign relevant contracts or agreements with related parties for the above transactions and strictly implement them in accordance with the agreement, and the performance of the contract by both parties shall be legally guaranteed.

3. The main content and pricing policy of daily related party transactions

(1) The main content of routine related party transactions

In 2025, the company is expected to have daily related party transactions with related parties, including leasing office space, providing property management services, providing professional and technical services, and product sales in the daily operation of the company or its subsidiaries.

(2) Pricing policy and pricing basis

All related party transactions between the company and related parties are carried out under the principles of equality, voluntariness, fairness and fairness, and the pricing method of related party transactions is as follows: the transaction price is determined based on the principle of marketization; If there is no clear market price for the goods or services to be traded, the parties to the transaction shall negotiate the price according to the cost plus a reasonable profit. The pricing of related party transactions follows market principles such as fairness, impartiality, equivalence, and compensation, and does not harm the interests of the Company and other shareholders.

(3) The signing of the related party transaction agreement

In accordance with the Rules for the Listing of Stocks on the Science and Technology Innovation Board of the Shanghai Stock Exchange, the Articles of Association, the Rules of Procedure of the General Meeting of Shareholders and other relevant regulations, the "Proposal on the Estimated Quota of Daily Related Party Transactions in 2025" does not need to be submitted to the general meeting of shareholders for deliberation. After the deliberation and approval of the board of directors, the company will sign specific contracts or agreements with related parties on the specific content of the transaction according to the business development.

Fourth, the purpose of daily related party transactions and the impact on listed companies

The Company's expected daily related party transactions in 2025 are based on the needs of normal production and business activities between the Company and related parties, which will promote the Company's sound operation, contribute to the Company's business development, and enhance the Company's market competitiveness. Related-party transactions follow the principle of fair and reasonable pricing, and there is no harm to the interests of the Company and its shareholders, especially small and medium-sized shareholders, and will not affect the Company's operation and independence, and the Company will not rely on related parties as a result of the above-mentioned related-party transactions. The Company maintains a relatively stable cooperative relationship with the above-mentioned related persons, and the related party transactions with the above-mentioned related persons will continue to exist as long as there is a real demand for the Company's business.

5. Attachments to online announcements

(1) Announcement of the resolution of the ninth meeting of the third board of directors;

(2) Resolution of the first meeting of the third session of the special meeting of independent directors of the board of directors in 2025;

The announcement is hereby made.

Board of Directors of Shenzhen Microchip Biotechnology Co., Ltd

January 16, 2024

Follow Yicai Global on

star50stocks

Ticker Name

Percentage Change

Inclusion Date