Securities code: 002286 securities abbreviation: Baolingbao Biology Co.Ltd(002286) Announcement No.: 2022-004 Baolingbao Biology Co.Ltd(002286)
Announcement on the external transfer of equity of Shanghai Mamba manba Health Technology Co., Ltd
The board of directors and all members of the company guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Transaction overview
Shandong Baolingbao Biology Co.Ltd(002286) Beijian Food Co., Ltd. (hereinafter referred to as "Beijian food"), a wholly-owned subsidiary of Baolingbao Biology Co.Ltd(002286) (hereinafter referred to as "the company"), intends to invest 30% of the equity of Shanghai Mamba manba Health Technology Co., Ltd. (hereinafter referred to as "Shanghai Mamba") (the corresponding subscribed capital contribution is RMB 12 million and the paid in capital contribution is RMB 6 million) Transferred to Shanghai ruixikang Medical Technology Co., Ltd. (hereinafter referred to as "Shanghai ruixikang"), with the transfer amount of RMB 4.8 million.
Before this transaction, Beijian food held 30% of the equity of Shanghai Mamba (corresponding to the subscribed capital of RMB 12 million and the paid in capital of RMB 6 million). After the completion of this transaction, Beijian food will no longer hold the equity of Shanghai Mamba.
This event does not involve related party transactions, nor does it constitute a major asset reorganization of listed companies as stipulated in the administrative measures for major asset reorganization of listed companies. According to relevant regulations, the approval right of this matter is within the authority of the chairman of the company and does not need to be submitted to the board of directors for deliberation and approval.
2、 Basic information of counterparty
1. Company name: Shanghai ruixikang Medical Technology Co., Ltd;
2. Unified social credit Code: 91310115ma1k4u9674;
3. Company type: limited liability company (sole proprietorship of natural person);
4. Registered address: 2nd floor, building 13, No. 27, Xinjinqiao Road, China (Shanghai) pilot free trade zone; 5. Legal representative: Qi Meng;
6. Registered capital: 50 million yuan;
7. Date of establishment: August 2, 2021;
8. Business scope: general projects: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion in the field of medical science and technology; Sales of class I medical devices; Sales of class II medical devices; business management; Enterprise management consulting; Software development; Information consulting services (excluding licensed information consulting services); Conference and exhibition services; Network technology services; Research and development of biochemical product technology; Mechanical equipment leasing; Maintenance of electronic and mechanical equipment (excluding special equipment); Wholesale of hardware products, clothing, computer software and hardware and auxiliary equipment; Retail of sporting goods and equipment, shoes and hats; Sales of office supplies, plastic products, personal hygiene products, electrical equipment, building materials, packaging materials and products, labor protection supplies, metal products, daily masks (non-medical), knitwear and textiles; Technology import and export; Import and export of goods. (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license);
9. Shareholder structure: Qi Meng holds 100% equity of Shanghai ruixikang;
10. Affiliated relationship: Shanghai ruixikang has no affiliated relationship with the company and its top ten shareholders, and there are no other relationships that cause the company to favor its interests in terms of property rights, business, assets, creditor's rights and debts, personnel, etc; 11. Shanghai ruixikang is not the person to be executed for breach of trust.
3、 Basic information of transaction object
The subject of this transaction is the 30% equity of Shanghai Mamba held by Beijian food.
1. Company name: Shanghai Mamba manba Health Technology Co., Ltd;
2. Unified social credit Code: 91310110ma7b5p785p;
3. Enterprise type: limited liability company (invested or controlled by natural person);
4. Legal representative: Zhu Xinli;
5. Registered capital: 40 million yuan;
6. Registered address: mezzanine 3, No. 833, Yinxing Road, Yangpu District, Shanghai (centralized registration place);
7. Business scope: licensed items: import and export of goods; Technology import and export. (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments, and the specific business projects shall be subject to the approval documents or licenses of relevant departments) general projects: technology development, technical consultation, technology transfer and technical services in the field of Health Science and technology; Software development; Information technology consulting services; Experiential development activities and planning; Information consulting services (excluding licensed information consulting services); Health consulting services (excluding diagnosis and treatment services); Enterprise management consulting; business management; Unit logistics management services; Marketing planning; Repair of household appliances; General cargo warehousing services (excluding hazardous chemicals and other items requiring approval); Edible Shenzhen Agricultural Products Group Co.Ltd(000061) retail; Advertising design and agency; Advertising production; Sales of office supplies; Sales of daily necessities; Clothing retail; Retail of shoes and hats; Sales of knitwear and textiles; Cosmetics retail; Camera and equipment sales; Lamp sales; Toy sales; Retail of sporting goods and equipment; Sales of leather products; Retail of computer software, hardware and auxiliary equipment; Sales of communication equipment; Clock sales; Glasses sales (excluding contact lenses); Luggage sales; Retail of hardware products; Sales of chemical products (excluding licensed chemical products); Jewelry retail; Sales of Arts and crafts and etiquette supplies (except ivory and its products); Sales of household appliances; Retail of motorcycles and spare parts; Electric bicycle sales; Sales of building decoration materials; Sales of intelligent agricultural machinery and equipment; Sales of class I medical devices; New car sales. (in addition to the projects that must be approved according to law, carry out business activities independently according to law with the business license);
8. Date of establishment: September 24, 2021;
9. Ownership structure
Name of shareholder subscribed capital contribution (10000 yuan) contribution proportion
Shanghai ruixikang Medical Technology Co., Ltd. 1400 35%
Shandong Baolingbao Biology Co.Ltd(002286) Beijian Food Co., Ltd. 1200 30%
Shanghai Mamba Mamba enterprise management center (limited partnership) 800 20%
Shanghai extraordinary power Consulting Management Co., Ltd. 600 15%
Total 4000 100%
10. There is no mortgage, pledge or other third-party rights to the equity of the company held by Beijian food; There is no major dispute, lawsuit or arbitration involving relevant assets; There are no judicial measures such as seizure and freezing;
11. The main financial data of the last year are as follows:
The business of Shanghai Mamba Mamba Health Technology Co., Ltd. is carried out through its wholly-owned subsidiary zero hero (Shanghai) Health Technology Co., Ltd.
The main financial data of zero hero (Shanghai) Health Technology Co., Ltd. in the latest period are as follows:
Unit: Yuan
Project December 31, 2021
Total assets 6056948.22
Total liabilities 5057596.25
Net assets 359991
Project year 2021
Operating income 2899366.65
Net profit -8000648.03
The above data have not been audited.
4、 Transaction price and transaction pricing basis
Beijian food, a wholly-owned subsidiary of the company, plans to transfer its 30% equity of Shanghai Mamba to Shanghai ruixikang. The paid in capital contribution of the subject equity subsidiary of this part is 6 million yuan. In view of the fact that No. 0 hero (Shanghai) Health Technology Co., Ltd. is still in a state of loss, the transaction price of this transfer is 4.8 million yuan after negotiation between the two parties. 5、 Main contents of the agreement
On February 8, 2022, Beijian food and Shanghai ruixikang signed the equity transfer agreement on 30% equity of Shanghai Mamba Health Technology Co., Ltd. the main contents of the transfer agreement are as follows:
Transferor: Shandong Baolingbao Biology Co.Ltd(002286) Beijian Food Co., Ltd. (hereinafter referred to as "party a")
Transferee: Shanghai ruixikang Medical Technology Co., Ltd. (hereinafter referred to as "Party B")
(I) transfer of equity
1. Party A transfers its 30% equity of Shanghai Mamba (corresponding to the subscribed capital contribution of RMB 12 million and the paid in capital contribution of RMB 6 million) to Party B.
2. Party B agrees to accept the above Transferred Equity.
3. In view of the fact that Shanghai Mamba and its subsidiaries have been in a state of loss since its opening, as of December 31, 2021, the unaudited loss amount is 8.006 million yuan. After negotiation, the equity transfer price is 4.8 million yuan (in words: four million eight hundred thousand yuan only).
4. Party A guarantees that the equity transferred to Party B does not have the claim of a third party, does not set any pledge, and does not involve any disputes and litigation.
5. After this agreement takes effect and the agreed ownership transfer conditions are reached, Party A will no longer enjoy the corresponding shareholder rights and obligations.
6. Party A shall provide necessary cooperation and cooperation to Shanghai Mamba and Party B in handling relevant legal procedures such as approval and change registration.
(II) payment of transfer funds
1. Within five working days after this Agreement comes into effect, Party B shall pay 5% of the transfer amount to Party A, that is, 240000 yuan (in words: two hundred and forty thousand yuan only);
2. Within 30 days after this agreement takes effect, Party B shall pay 15% of the transfer amount to Party A, that is, RMB 720000 (in words: seven hundred and twenty thousand only).
3. Shanghai Mamba handles the transfer of equity transferred by Party A to Party B under this Agreement (after completing the change registration, RMB 40000 only); If such transfer change registration is not completed within three months after the effectiveness of this Agreement for reasons other than Party A, Party B shall also pay the remaining transfer payment to Party A within 30 days after the expiration.
(III) other arrangements related to this equity transfer
1. After this agreement takes effect, no matter whether the industrial and commercial change procedure of Shanghai Mamba is completed or not, Party A will no longer bear the subsequent investment obligation to Shanghai Mamba, and the corresponding obligations shall be borne by Party B;
2. Party A promises that before the completion of the industrial and commercial change procedures of this equity transfer, Party A shall cooperate with Party B to complete the matters related to the resolutions of the board of directors and the shareholders' meeting of Shanghai Mamba;
3. Party A and Party B agree that in order to protect the rights and interests of both parties, Party A and Party B intend to hire an intermediary to conduct a comprehensive audit or due diligence on Shanghai Mamba and its subsidiaries, and the intermediary expenses incurred shall be shared equally by Party A and Party B.
(IV) effectiveness of the agreement and others
1. This Agreement shall come into force after being signed and sealed by both parties.
2. The date when Party B pays the first transfer payment to Party A in accordance with this agreement is the date of the transfer of the subject equity ownership. The company hereby changes the register of shareholders, issues a capital contribution certificate, and applies to the registration authority for relevant change registration.
6、 Impact on the company
This transaction is conducive to improving the use efficiency of the company's funds and controlling investment risks. This transaction has no significant impact on the company's normal production and operation. It will not have a significant adverse impact on the company's financial and operating conditions, and there is no situation that damages the interests of the company and all shareholders.
7、 Documents for future reference
1. Equity transfer agreement on 30% equity of Shanghai Mamba manba Health Technology Co., Ltd.
It is hereby announced.
Baolingbao Biology Co.Ltd(002286)
Board of directors
February 8, 2022
