Securities code: 300439 securities abbreviation: Medicalsystem Biotechnology Co.Ltd(300439) Announcement No.: 2022-007 Medicalsystem Biotechnology Co.Ltd(300439)
Announcement on the transfer of equity of subsidiary Xinjiang Bojing Weiye Trading Co., Ltd
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of this transaction
1. On February 24, 2022, Medicalsystem Biotechnology Co.Ltd(300439) (hereinafter referred to as “the company”) signed the equity transfer agreement with Mr. Zhang Chunshi on the transfer of the equity of its subsidiary Xinjiang Bojing Weiye Trading Co., Ltd. (hereinafter referred to as “Xinjiang Bojing”), and the company transferred 51% equity of Xinjiang Bojing to Mr. Zhang Chunshi at a total price of 14 million yuan. After the completion of this transfer, the company will no longer hold the equity of Xinjiang Bojing and will no longer include Xinjiang Bojing in the scope of consolidated statements.
2. According to the relevant provisions of laws and regulations such as the Shenzhen Stock Exchange GEM Listing Rules, the Medicalsystem Biotechnology Co.Ltd(300439) articles of association and the company’s foreign investment management system, this transaction is within the approval authority of the chairman of the company and does not need to be submitted to the board of directors and the general meeting of shareholders for deliberation.
3. This transaction does not involve related party transactions and does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
Name: Zhang Chunshi
Gender: Male
ID No.: 650103193810******
Address: No. 3, Karamay West Road, shayibak District, Urumqi******
Whether to obtain the right of permanent residence abroad: None
The above-mentioned counterparties are not related to the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
3、 Basic information of the target company
1. Basic information
Company name: Xinjiang Bojing Weiye Trading Co., Ltd
Unified social credit: 91650100333188590g
Type: limited liability company (invested or controlled by natural person)
Registered capital: 20 million yuan
Legal representative: Zeng Qi
Address: room 706, block C, China Resources Building, Xiamen Road, Urumqi Economic and Technological Development Zone, Xinjiang
Date of establishment: February 16, 2015
Business term: February 16, 2015 to long term
Business scope: installation, maintenance and leasing of medical devices; Sales: class I, class II and class III medical devices, household appliances, daily necessities, knitwear and textiles, hardware and electricity, chemical products, mechanical equipment, plumbing building materials, communication equipment and accessories, sporting goods, cultural goods, office supplies, handicrafts, agricultural and livestock products and local products; Application, installation and sales of computer software and hardware; Cargo agency services; Warehousing services; Business information consulting services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Equity structure of Xinjiang Bojing before and after this transaction:
Equity structure before this transfer:
No. subscribed capital contribution paid in capital contribution shareholding ratio of shareholders (10000 yuan) (10000 yuan) (%)
1 Medicalsystem Biotechnology Co.Ltd(300439) 1,020.00 1,020.00 51
2 Zhang Chunshi 980.00 980.00 49
Total 2000.00 2000.00 100
Note: if there is any difference in the mantissa between the sum of the total and each detailed number, it is caused by the rounding of the percentage result, the same below.
Equity structure after this transfer:
No. subscribed capital contribution paid in capital contribution shareholding ratio of shareholders
(10000 yuan) (10000 yuan) (%)
1 Zhang Chunshi 2000.00 2000.00 100
Total 2000.00 2000.00 100
There is no mortgage, pledge or other third-party rights of the Transferred Equity, no major disputes, litigation or arbitration involving relevant assets, and no judicial measures such as seizure and freezing.
3. Financial indicators of Xinjiang Bojing in the latest year and period:
Unit: RMB 10000
Item No.: December 31, 2021 January 31, 2022
1. Total assets 4300.99 4417.61
2 total liabilities 1235.13 1342.78
3. Shareholders’ equity 3065.86 3074.83
No. project year 2021 January 2022
1. Operating income 2294.00 262.43
2. Total profit -126.18 21.03
3. Net profit -123.07 8.97
Note: the above financial data have not been audited.
4、 Pricing policy and basis of transaction
The equity transfer price is based on the actual operation and book assets of Xinjiang Bojing, and the final equity transfer price is determined after negotiation between the trading parties.
5、 Main contents of the transaction agreement
Party A (transferor): Medicalsystem Biotechnology Co.Ltd(300439)
Party B (transferee): Zhang Chunshi
Party C (target company): Xinjiang Bojing Weiye Trading Co., Ltd
(I) equity proportion and transfer price of Transferred Equity
Party A is willing to transfer 51% of the equity of the target company (corresponding to the subscribed capital contribution of RMB 10.2 million and the paid in capital contribution of RMB 10.2 million) to Party B for RMB 14 million, and Party B agrees to accept it.
(II) transfer of rights and obligations
After the equity transfer, Party A’s corresponding shareholder rights and obligations in the target company shall be inherited by Party B.
(III) payment of equity transfer and registration of equity change
1. All parties agree that the price of this equity transfer is: Party B pays party a 14 million yuan;
2. The equity transfer payment shall be paid in four phases within 720 days after the completion of industrial and commercial registration (subject to the time of industrial and commercial registration); Party B shall pay the first phase of equity transfer to Party A within 30 days after the signing of this Agreement; Party A shall cooperate with Party B to handle the industrial and commercial change registration of equity transfer within 30 days after receiving the equity transfer payment;
3. If the equity transfer needs to pay taxes according to laws and regulations, they shall bear their own taxes according to the regulations. (IV) equity pledge
When handling the industrial and commercial registration of equity change, Party B shall pledge 51% of the equity of the target company to Party A. after all the equity transfer funds are paid, Party A shall cooperate with Party B to handle the pledge release procedures.
(V) liability for breach of contract and dispute resolution
1. If the relevant matters agreed in this Agreement are not completed within the agreed time limit due to the responsibility of one party, or one party violates its obligations and guarantees, it shall bear the responsibility for breach of contract, and the breaching party shall pay liquidated damages of RMB 2.8 million to the observant party and continue to perform its corresponding obligations;
2. If it is directly related to the delivery of monetary funds (referring to Party B’s payment of equity transfer to Party A), in addition to bearing the liability for breach of contract agreed in Item 1 above, it shall also compensate Party A for the loss of interest per day according to 0.05% of the total amount payable in the current period from the date of delayed payment;
3. In addition to the liability for breach of contract, the breaching party shall also bear the reasonable rights protection costs incurred by the observant party (including but not limited to lawyer’s fees, evaluation fees, notarization fees, transportation fees, etc.).
(VI) others
1. If this agreement is inconsistent with national laws and regulations, the provisions of national laws and regulations shall prevail. 2. This Agreement shall come into force after being signed (sealed) by all parties.
6、 Other arrangements involving transactions
There is no affiliated relationship between the counterparty and the company, and no affiliated transaction is involved; After the completion of this transaction, there is no situation that may lead to related party transactions. This equity transaction does not involve personnel resettlement, land leasing, etc.
7、 Purpose of this equity transfer and its impact on the company
The company’s transfer of 51% equity of its subsidiary Xinjiang Bojing is mainly based on the company’s current strategic positioning, adjusting and optimizing the company’s business structure, which is conducive to further improving the company’s internal management efficiency and capital operation efficiency, concentrating advantageous resources and focusing on the development of the company’s self-produced products, so as to enhance the company’s comprehensive competitiveness. The equity transfer of Xinjiang Bojing meets the actual business needs of the company, and there is no damage to the interests of the company and shareholders.
After the equity transfer, the company will no longer hold the equity of Xinjiang Bojing and will no longer include Xinjiang Bojing into the scope of the company’s consolidated statements. The company does not provide guarantee for Xinjiang Bojing, entrust Xinjiang Bojing to provide financial management, or occupy the company’s funds. This equity transfer will affect the company’s current profit and loss of about – 1.6 million yuan (the final data will be subject to the company’s annual audited financial report), and this equity transfer will not affect the company’s sustainable operation.
8、 Documents for future reference
Equity transfer agreement
It is hereby announced.
Medicalsystem Biotechnology Co.Ltd(300439) board of directors February 26, 2022
