On November 6, 2023, Tianjin Lianlong New Materials Co., Ltd. (hereinafter referred to as “Lianlong”) entered into the “Investment Agreement for Tianjin Olive Biotechnology Co., Ltd.” (hereinafter referred to as the “Investment Agreement”) jointly with Tianjin Olive Biotechnology Co., Ltd. (hereinafter referred to as “Olive”) and its shareholders Ma Long, Jixian (Tianjin) Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as “Jixian Partnership”). The agreement stipulates that Lianlong will subscribe to Olive’s newly issued registered capital of RMB 2.5 million through an increase in capital. Upon completion of this round of investment, Lianlong will hold a 50% equity stake in Olive. All parties unanimously agreed to increase Olive’s registered capital from RMB 2.5 million to RMB 5 million.
Tianjin Olive Biotechnology Co., Ltd. completed its business registration on November 7, 2023, and obtained a Business License issued by the Market Supervision Administration of the Tianjin Economic-Technological Development Area.
The above investment funds will primarily be used to deepen research and development as well as market expansion of nucleic acid drug products and core raw material technologies for in vitro diagnostics, expand market supply and enhance our capacity to secure customer supply, help the company enter the life sciences sector steadily and rapidly, and lay a solid foundation for achieving the company’s long-term strategic plan.
Regarding this investment cooperation, Tianjin Lianlong New Materials Co., Ltd. has issued the following announcement:
Security Code: 300596 Short Name: Lianlong Announcement No.: 2023-081
Tianjin Lianlong New Materials Co., Ltd.
Announcement Regarding the Company’s Foreign Investment and Obtaining a Business License
Our company and all members of the Board of Directors guarantee that the information disclosed is true, accurate, and complete, with no false entries, misleading statements, or material omissions.
I. Overview of Foreign Investment
(1) Basic Information on Foreign Investment
1. On November 6, 2023, Tianjin Lianlong New Materials Co., Ltd. (hereinafter referred to as “Lianlong,” “the Company,” or “this Company”) entered into an Investment Agreement (hereinafter referred to as the “Investment Agreement”) jointly with Tianjin Olive Biotechnology Co., Ltd. (hereinafter referred to as “Olive” or “the Target Company”) and its shareholders, Ma Long and Jixian (Tianjin) Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as “Jixian Partnership”). The Investment Agreement stipulates that our Company will subscribe to the Target Company’s newly issued registered capital of RMB 2.5 million through an increase in capital. Upon completion of this round of investment, our Company will hold a 50% equity stake in the Target Company. All parties unanimously agreed that the Target Company’s registered capital would be increased from RMB 2.5 million to RMB 5 million.
2. Tianjin Olive Biotechnology Co., Ltd. completed its business registration on November 7, 2023, and obtained a Business License issued by the Market Supervision Administration of the Tianjin Economic-Technological Development Zone.
3. After the investment agreement is signed, the company will promptly fulfill its information disclosure obligations based on the progress of relevant matters.
This overseas investment does not constitute a related-party transaction nor does it constitute a major asset restructuring. In accordance with relevant regulations such as the “Rules for Listing Stocks on the ChiNext Board of the Shenzhen Stock Exchange” and the company’s Articles of Association, this transaction falls within the approval authority of the company’s General Manager and therefore does not need to be submitted to the company’s Board of Directors or Shareholders’ Meeting for review.
II. Basic Information on the Counterparty
(1) Jixian (Tianjin) Enterprise Management Partnership (Limited Partnership)
Unified Social Credit Code: 91120116MA824HAU06
Managing Partner: Ma Long
ID number: 11010419*********0
Address: Tianjin City *********
(3) Prior to the signing of this investment agreement, the target company’s registered capital was RMB 2.5 million. Individual Ma Long and Jixian Partnership each subscribed for a contribution of RMB 1.25 million, and each party holds a 50% equity stake in the target company.
(4) According to a query of the “China Enforcement Information Disclosure Website,” as of the date this announcement is disclosed, none of the counterparties involved in the transaction are listed as untrustworthy persons subject to enforcement. The aforementioned counterparties do not have any associated relationships with our company, its controlling shareholder, actual controller, directors, supervisors, or senior management personnel.
III. Basic Information on the Investment Target
(1) Business Registration Status
Company Name: Tianjin Olive Biotechnology Co., Ltd.
Unified Social Credit Code: 91120116MACBKNCY5C
Registered address: No. 8 Huangshan Road, Modern Industrial Zone, Tianjin Economic-Technological Development Area
Enterprise Type: Limited Liability Company (Invested by Foreign-Invested Enterprises)
Legal Representative: Ma Long
Registered capital: 5 million RMB
Date of Establishment: 2023-03-23
Business Scope: General items: Manufacturing of specialty chemical products (excluding hazardous chemicals); sale of specialty chemical products (excluding hazardous chemicals); technical services, technology development, technology consulting, technology exchange, technology transfer, and technology promotion; research and development of industrial enzyme preparations; research and development of biochemical product technologies; research and development of bio-based material technologies; sale of bio-based materials; research and development of new materials technologies; sale of Class I medical devices; sale of chemical products (excluding chemical products requiring licensing); research and development of fermentation process optimization technologies; management consulting. (Except for projects that, by law, require approval, business activities may be conducted independently in accordance with the business license.)
(2) Prior to this equity increase, the equity proportions held by each shareholder of the target company were:
| Shareholder |
Subscribed capital出资 (Ten thousand yuan/RMB) |
Paid-in capital (Ten thousand yuan/RMB) |
Equity ratio |
| Ma Long |
125 |
0 |
50% |
| Jixian Partnership |
125 |
0 |
50% |
| Total |
250 |
0 |
100% |
IV. Main Contents and Pricing of the Foreign Investment Agreement
On November 6, 2023, our company signed the “Investment Agreement for Tianjin Olive Biotechnology Co., Ltd.” with the target company and its original shareholders. The main contents are as follows:
(1) Equity Capital Increase
1. Prior to the completion of this round of investment, the target company’s overall valuation was RMB 30 million (￥30,000,000). Our company will invest in the target company through an increase in capital. After this round of investment is completed, the target company’s post-investment valuation will be RMB 60 million (￥60,000,000).
2. All parties unanimously agree that our company will invest RMB 30 million to acquire an additional registered capital of RMB 2.5 million in the target company, thereby obtaining a 50% equity stake on a fully diluted basis. The portion of the investment exceeding the additional registered capital will be recorded as capital surplus of the company. Following completion of this round of investment, the target company’s registered capital will increase to RMB 5 million.
(2) After the investment is completed, the equity proportions held by each shareholder of the target company will be:
| Shareholder |
Subscribed capital出资 (Ten thousand yuan/RMB) |
Paid-in capital (Ten thousand yuan/RMB) |
Equity ratio |
| Lianlong |
250 |
250 |
50% |
| Ma Long |
125 |
0 |
25% |
| Jixian Partnership |
125 |
0 |
25% |
| Total |
500 |
250 |
100% |
After paying the investment amount in accordance with the investment agreement, our company will acquire equity interests in the target company and, as a shareholder of the target company, will enjoy the corresponding shareholder rights.
(3) Method and conditions for payment of the investment consideration:
1. Upon receipt and confirmation of the documentation proving that the investment preconditions set forth in the Investment Agreement have been satisfied, as well as the notice of payment of the investment consideration, our company will remit the investment consideration corresponding to the registered capital (a total of RMB 2.5 million) to the target company’s account.
2. Payment Terms for Investment Funds
| Serial number |
Payment Terms |
Payment amount |
Payment time |
| 1 |
The investment agreement has been signed and completed. |
2.5 million yuan (registered capital) |
Arrives within 7 days |
| 2 |
Lianlong has become a shareholder of the target company, and the industrial and commercial registration has been completed. |
12.5 million yuan |
Arrives within 30 days |
| 3 |
The General Manager shall prepare in advance a funding requirement plan for the target company and submit it for approval. A total of 15 million yuan shall be paid no later than 12 months after Li’anlong becomes a shareholder of the target company and the industrial and commercial registration is completed. |
Pay-as-you-go (Totaling 15 million yuan) |
After approval Credited on the 15th. |
3. The target company, its founders, and our company shall each independently bear, in accordance with the law, all tax and fee costs arising from the transactions contemplated under this Agreement.
(4) Source of Funds: This investment will be made in cash, using the company’s own funds. It will not have any adverse impact on the company’s daily production and operations or other investments, nor will it negatively affect the company’s ability to continue operating, its profit and loss performance, or its asset condition.
(5) Business and Industrial Change Registration: The parties to the target company shall apply to and obtain from the Administration for Market Regulation a business license reflecting the updated information following this capital increase, and shall carry out all relevant change registrations as well as all necessary and required filing, notification, and registration procedures, including filing with the relevant registration authorities the updated information on the members of the company’s board of directors resulting from the closing.
(6) Waiver of Preemptive Rights: The existing shareholders have expressly and irrevocably waived their preemptive rights to subscribe for the capital increase as provided under this Agreement.
(7) Board of Directors and Management: Following this capital increase, the target company will establish a board of directors consisting of three members. Our company will nominate two members, while Ma Long shall have the right to nominate one director. The board of directors will have one chairman, who will be nominated by our company and elected by a majority vote of all directors. All parties agree that at the shareholders’ meeting, they will cast affirmative votes for the director candidates nominated by their respective shareholders in accordance with the aforementioned arrangements.
(8) Change of corporate type: From a limited liability company to a limited liability company (invested by a foreign-invested enterprise).
(9) Whether the investment constitutes a related-party transaction or a major asset restructuring: The counterparties involved in this investment have no affiliation with the company. Therefore, this transaction does not constitute a related-party transaction, nor does it constitute a major asset restructuring.
V. Purpose of this investment, existing risks, and impact on the company
(1) Purpose of the Investment: This outbound investment is driven by the company’s future strategic development plan. It aims to deepen research and development as well as market expansion in nucleic acid drugs and core raw materials for in vitro diagnostics, creating synergistic and complementary effects with the company’s current products and customer base. At the same time, this investment will facilitate the diversification of the company’s product portfolio, enhance its capacity to expand market supply and secure customer supply, consolidate its leading position in the global industry, accelerate its entry into the life sciences sector, and help build a third growth curve, thereby laying a solid foundation for achieving the company’s long-term strategic goals.
(2) Existing Risks: The funds used by the company for this investment are its own proprietary capital and will not have any adverse impact on the company’s financial or operational condition. There is no situation that would harm the interests of the company or all shareholders. This capital increase is based on the company’s recognition of the target company’s technological and R&D capabilities. Through this investment cooperation, the two parties aim to rapidly expand into the nucleic acid drug market. After the completion of this investment, the company will optimize and integrate resources with the target company’s existing business operations, thereby maximizing the complementary advantages of both sides. This investment decision is a prudent one made by the company from the perspective of its medium- and long-term strategic planning, and it will be conducive to the company’s medium- and long-term development. However, during its operation, the target company may be affected by factors such as macroeconomic conditions, industry policies, and changes in market demand, thus facing certain market risks and operational risks. Currently, the investment returns remain uncertain. Furthermore, there are certain cultural and management differences between our company and the target company; therefore, after the investment is completed, there is a risk of management and control discrepancies. To address these issues, the company will adhere to the principles of proactivity and prudence in establishing a sound investment decision-making mechanism and internal control system, further strengthen post-investment management, closely monitor the target company’s development and operational status, and take effective measures to prevent and respond to potential risks. We kindly urge all investors to make cautious decisions and pay close attention to the associated investment risks.
(3) Impact on the Company: Following this capital increase and share expansion, the Company will hold a 50% equity stake in the target company. From a long-term perspective, this investment will facilitate the implementation of the Company’s strategy and will have positive implications for the Company’s future development.
VI. Supporting Documents for Reference
1. Investment Agreement Regarding Tianjin Olive Biotechnology Co., Ltd.
2. Business License of Tianjin Olive Biotechnology Co., Ltd.
Tianjin Lianlong New Materials Co., Ltd.
Original link: https://news.10jqka.com.cn/tapp/notice.html?client_userid=FHLmw&back_source=wxhy&share_hxapp=isc&fontzoom=no#seq=45062491&shareFrom=ths
Company Profile of Olivebio
Tianjin Olive Biotechnology Co., Ltd., located in the TEDA Modern Industrial Zone, Binhai New Area, Tianjin, is a company integrating the research and development, production, and sales of nucleosides, nucleotides and their derivatives, fluorescent probes, and core raw materials for gene sequencing. Olive has now established a fully DCS-controlled automated production facility and strictly adheres to ISO9001, ISO14001, and ISO45001 management standards. The company meticulously controls every stage—from raw material procurement and process monitoring to finished-product testing, environmental protection, and production safety—ensuring high-quality and stable supply to its customers and offering customized supply services tailored to specific client needs. Olive’s testing center is CNAS-accredited and boasts a domestically leading platform for nucleoside chemical modification and purification technologies. Its products find applications in areas such as molecular diagnostics, gene sequencing, small-nucleic-acid therapeutics, and mRNA vaccines/drugs. Dr. Ma Long, the founder of Olive, graduated from the School of Medicine at Peking University and earned his PhD in the UK. He brings extensive R&D experience in innovative small-molecule drug development and nucleoside chemistry. Under the leadership of Dr. Ma Long, the company’s R&D team has successfully developed multiple nucleoside and nucleotide products and achieved their industrial-scale production. Tianjin Lianlong New Materials Co., Ltd. (stock code: 300596) is Olive’s controlling shareholder. Leveraging Lianlong’s strengths in engineering design, large-scale plant construction, production management, and quality control within the fine chemicals industry, Olive aims to use nucleic acid drug raw materials and biofluorescent probe detection products as its initial growth drivers and gradually evolve into a world-class, high-tech biopharmaceutical testing reagent platform.
