Kunming Plant Research Institute and grace company transfer the anticoagulant new drug LFG project to Jiuzhitang

Jiuzhitang (000989) announced in the evening of March 17 that the company signed the project transfer contract with Kunming Institute of Botany, Chinese Academy of Sciences (hereinafter referred to as "Kunming Institute of Botany") and Yunnan grace science and Technology Industry Development Co., Ltd (hereinafter referred to as "grace company"), and Kunming Institute of Botany and grace company will "anticoagulant new drug LFG project" (hereinafter referred to as "LFG project") ）Global exclusive transfer to the company, and the three parties reach an agreement on relevant matters It is understood that the transfer object of the project is the completed and ongoing LFG new drug preclinical research data and technology, including but not limited to intellectual property rights, research reports, technical secrets and support provided by the implementation of existing technologies; the transfer cost is RMB 40 million According to the company, thrombotic diseases are still the main cause of death in human beings Anticoagulants play an important role in the prevention and clinical treatment of thrombotic diseases It was confirmed that LFG is an active component with new structure, which has strong anticoagulant and antithrombotic activities to inhibit endogenous coagulation Its pharmacological target is novel, which has better safety and relatively low bleeding tendency Consistent with the basic research conclusions on endogenous coagulation pathway inhibitors in recent years, it has a clear advantage over the existing clinical first-line drugs, so it has the potential to enter the international mainstream market and participate in the competition, and innovative drugs are the key projects encouraged and supported by the state, because the introduction of this LFG project will help to enhance the market competitiveness of the company in the future Notice of Jiuzhitang Co., Ltd on signing the project transfer contract securities code: 000989 securities abbreviation: Jiuzhitang Announcement No.: 2016-013 the company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false record, misleading statement or major omission I overview on March 17, 2016, Jiuzhitang Co., Ltd (hereinafter referred to as "the company") signed the project transfer contract with Kunming Institute of Botany, Chinese Academy of Sciences (hereinafter referred to as "Kunming Institute of Botany") and Yunnan grace science and Technology Industry Development Co., Ltd (hereinafter referred to as "grace company") Kunming Institute of Botany and grace company signed the project transfer contract with "anticoagulant new drugs" LFG project (hereinafter referred to as "LFG project") is exclusively transferred to the company globally, and the three parties reach an agreement on relevant matters 2 Introduction of parties to the contract 1 Basic information: (1) transferee (Party A): Jiuzhitang Co., Ltd domicile: No 339, tongzipo West Road, Changsha City, Hunan Province legal representative: Li Zhenguo main business: production and sales of various drugs, health products, etc (2) transferor (Party B): Kunming Institute of Botany, Chinese Academy of Sciences domicile: No 132, lanhei Road, Heilongtan, Panlong District, Kunming City, Yunnan Province legal representative: Sun hang main business: comprehensive research in botany and Phytochemistry (3) transferor (Party C): Yunnan grace science and Technology Industry Development Co., Ltd domicile: he Jinxing, high tech Development Zone, Yuxi City, Yunnan Province legal representative The main business of the announcement document of the 12th meeting of the 6th board of directors: optical, mechanical and electrical integrated technical services and manufacturing and sales of technical equipment 2 The company has no relationship with Kunming Institute of Botany and grace company 3 Kunming Plant Research Institute and grace company have no purchase and sale transactions with the company in the last three fiscal years III main contents of the contract 1 Subject matter of the project transfer: completed and ongoing pre clinical research data and technology of LFG new drug, including but not limited to intellectual property rights, research reports, technical secrets and support provided by the implementation of existing technology 2 Transfer scheme: Party B and Party C shall exclusively transfer all technical achievements of preclinical pharmaceutical research and pharmacological toxicology research of LFG project completed and in progress to Party A Party B and Party C will "anticoagulant LFG Project "all intellectual property rights that have been formed and are being formed in the current research process are exclusively transferred to party a globally, meanwhile, written materials such as documents, materials, data, etc required for the implementation of patents and technical secrets are provided, and necessary assistance is provided in the legal process of patentee change; Party B is responsible for guiding Party A on the spot until Party A completely and independently reappears the contract All intellectual property rights 3 Contract amount: the transfer fee of this contract is forty million yuan (¥ 40000000.00) 4 Payment method: within ten working days after the signing of this contract, Party A shall pay 20% of the transfer fee to Party B and Party C, and the follow-up fee shall be paid by stages according to the progress 5 Project technical confidentiality (1) Party A, Party B and Party C shall be responsible for confidentiality of all research contents of "anticoagulant new drug LFG project" Without the written approval of Party A, the relevant personnel of Party B and Party C participating in LFG new drug project research shall not disclose all intellectual property rights of this research to any third party, otherwise, they will bear breach of contract and / or legal liability (2) The confidentiality period of this project is 20 years (from the date of signing) 6 Conditions for the contract to take effect: this contract shall take effect from the date when it is signed by the legal representative or authorized representative of three parties and stamped with the official seal of the company IV impact of contract on listed companies 1 Thrombotic diseases are still the main cause of death for human beings Anticoagulants play an important role in the prevention and clinical treatment of thrombotic diseases It was confirmed that LFG is an active component with new structure, which has strong anticoagulant and antithrombotic activities to inhibit endogenous coagulation Its pharmacological target is novel, which has better safety and relatively low bleeding tendency On the endogenous coagulation pathway in recent years At the 12th meeting of the 6th board of directors, it was announced that the basic research conclusions of inhibitors are consistent, which has a clear advantage over the existing clinical first-line drugs, so it has the potential to enter the international mainstream market and participate in the competition, and innovative drugs are the key projects encouraged and supported by the state, so the introduction of LFG projects will help to improve the market competitiveness of the company in the future 2 The transferred "LFG project" is still in the stage of R & D, which will not have a significant impact on the company's business performance 3 This contract will not affect the business independence of the listed company, and the main business of the company will not rely on the parties due to the performance of the contract V the risk indicates that the company will continue to carry out relevant research and development work after accepting the project According to the relevant regulations of the measures for the administration of drug registration and other laws and regulations, the registration of new drugs generally needs to go through pre clinical research, clinical experiment, new drug application and approval and other stages, which is easily affected by some unpredictable factors, with certain uncertainty and risk If the company fails to pass the registration and approval of new drugs, it will directly affect the recovery of the company's early investment and the realization of the expected benefits Vi review procedures of the contract 1 The contract signed has been reviewed and approved at the 12th meeting of the 6th board of directors of the company 2 The independent directors expressed their independent opinions on the signing of this contract VII Other relevant notes 1 The company will perform the obligation of information disclosure according to the regulations, and please pay attention to the investment risk of the majority of investors 2 Documents for reference: project transfer contract, resolution of the 12th meeting of the 6th board of directors, board of directors of Jiuzhitang Co., Ltd March 18, 2016 [Click to view the original]