Securities code: 688607 securities abbreviation: Careray Digital Medical Technology Co.Ltd(688607) Announcement No.: 2022-014 Careray Digital Medical Technology Co.Ltd(688607)
Announcement of supplementary instructions on foreign investment in the establishment of wholly-owned subsidiaries
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear legal responsibility for the authenticity, accuracy and integrity of its contents according to law.
Careray Digital Medical Technology Co.Ltd(688607) (hereinafter referred to as “the company” or ” Careray Digital Medical Technology Co.Ltd(688607) “) held the sixth (Interim) meeting of the second board of directors and the sixth (Interim) meeting of the second board of supervisors respectively on February 15, 2022, deliberated and adopted the proposal on the proposed investment in the establishment of wholly-owned subsidiaries, and posted it on the website of Shanghai Stock Exchange (www.sse. Com. CN.) on February 16, 2022 The announcement of Careray Digital Medical Technology Co.Ltd(688607) on foreign investment and establishment of wholly-owned subsidiaries (2022-012) was disclosed on the. In order to facilitate the majority of investors to further understand the foreign investment, the relevant investment matters are supplemented as follows:
1、 Introduction to the background of foreign investment
In order to promote the implementation of the company’s long-term strategic plan, promote the stable development of business (especially overseas business), effectively respond to the increasingly complex and changeable international business environment, optimize the equity structure of overseas subsidiaries, combined with Singapore’s excellent business environment and its advantageous position in the global economic system, The company plans to invest abroad to establish compass innovation Singapore PTE. Ltd. (hereinafter referred to as “CIS”) (tentative name, subject to the final approval result of relevant departments in Singapore). The establishment of CIS will help further promote the global business layout of the company and help the stable development of business.
2、 Main contents of foreign investment
This foreign investment will set up a wholly-owned subsidiary CIS. After its establishment, it will be fully combined with the business development status and external business environment of the subsidiary (including joint-stock companies), adjust and optimize the equity structure of the company’s overseas subsidiaries in batches, that is, the transaction consideration involved in the relevant equity structure will be paid in batches based on the adjustment progress, so as to ensure the safety of funds, At the same time, this adjustment does not involve changes in the scope of consolidated statements except that the new CIS will lead to changes in the scope of consolidated statements; The adjusted equity structure will help to further optimize the existing management structure and improve management efficiency, so as to promote the coordinated and steady development of business.
The subsidiaries (including joint-stock companies) involved in this equity structure adjustment include: 1) compass innovations Inc, (hereinafter referred to as “Ci”); 2) Careray digital medical India Private Limited (“CRI”); 3) Compass innovation Japan Co., Ltd. (hereinafter referred to as “CIJ”); 4) Mikasa X-ray Co., Ltd. (hereinafter referred to as “Mikasa”), the main adjustment planning contents are as follows:
Adjusted transaction price before adjustment of company name
Shareholding ratio of shareholder name to shareholder name (USD 10000) [Note 2] example
CI Careray Digital Medical Technology Co.Ltd(688607) 100.00% CIS 100.00% 1,277.57
CRI Careray Digital Medical Technology Co.Ltd(688607) 95.00% CIS 95.00% 77.96
CIJ Careray Digital Medical Technology Co.Ltd(688607) 100.00% CIS 100.00% 97.68
Mikasa IP [Note 1] 15.04% CIs 15.04% 46.79
Subtotal – 1500.00
Note 1: IP refers to innovation pathways PTE. Ltd., which is a wholly-owned subsidiary of Ci and is registered in Singapore;
Note 2: the transaction consideration listed in this table is preliminarily estimated in combination with the subject assets of current subsidiaries (including joint-stock companies). In order to ensure the interests of the company and its subsidiaries (including joint-stock companies), the specific transaction consideration will be negotiated and agreed based on the subject assets of sub companies (including joint-stock companies) at the time of adjustment and in accordance with the principle of fairness and fairness; Note 3: the subsidiaries (including joint-stock companies) shown in the above list do not represent the order of future equity structure adjustment and transaction consideration payment. The company will implement it in batches in due time in full combination with the operating conditions of subsidiaries (including joint-stock companies) and external business environment. 3、 Risk tips and Countermeasures
1. The proposed establishment of a wholly-owned subsidiary requires the approval of relevant departments in Singapore. There is uncertainty about whether it can pass the relevant approval and the time of approval;
2. The future equity structure adjustment needs to be fully combined with the business development status and external business environment of subsidiaries (including joint-stock companies), and the specific adjustment time is uncertain;
3. After the establishment of a wholly-owned subsidiary, it may face uncertain factors such as macroeconomic and industrial policy changes in the future operation process, and there are certain market risks and operation risks;
4. The company will pay close attention to the follow-up development progress of wholly-owned subsidiaries, actively prevent and respond to potential risks, comprehensively strengthen internal control and risk control, strengthen risk prevention mechanism, and timely fulfill the obligation of information disclosure in strict accordance with the requirements of relevant laws and regulations; Please invest rationally and pay attention to investment risks.
It is hereby announced.
Careray Digital Medical Technology Co.Ltd(688607) board of directors February 16, 2022
