Securities code: 600532 securities abbreviation: Shanghai Topcare Medical Services Co.Ltd(600532) Announcement No.: 2021-054 Shanghai Topcare Medical Services Co.Ltd(600532) suggestive announcement on planning major asset restructuring and signing the cooperation framework agreement
All directors of the board of directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Shanghai Weilang Medical Technology Co., Ltd. (hereinafter referred to as “Weilang medical”), a wholly-owned subsidiary of Shanghai Topcare Medical Services Co.Ltd(600532) (hereinafter referred to as “the company”), intends to purchase 100% of the common shares of fullertonhealthcare Corporation Limited (hereinafter referred to as “the subject company”) in cash by using its own or related parties controlled by the company as the acquisition subject.
This transaction does not constitute a related party transaction. According to preliminary calculation, this transaction may constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. This transaction does not involve the issuance of shares by the listed company, nor will it lead to the change of control of the listed company. The company is expected to disclose the reorganization plan or report prepared in accordance with the standards for the contents and forms of information disclosure by companies offering securities to the public No. 26 – major asset reorganization of listed companies and approved by the board of directors within 6 months. In accordance with the relevant provisions of Shanghai Stock Exchange, the company will appoint relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out various work such as financial advisers, legal, audit and evaluation, and perform the obligation of information disclosure as required.
The cooperation framework agreement signed this time is only an intentional agreement, which aims to express the preliminary cooperation intention and negotiation results of all parties. The specific transaction scheme and transaction terms shall be subject to the formal agreement signed by all parties.
The transaction is still in the preliminary planning stage, and the specific scheme of the transaction needs further negotiation and demonstration by both parties, and necessary decision-making and approval procedures shall be performed in accordance with relevant laws, regulations and the articles of association.
There are still major uncertainties in this transaction. Please invest rationally, carefully read the risk tips disclosed in this announcement and pay attention to investment risks.
1、 Transaction overview
On December 23, 2021, Weilang medical and sin David, a wholly-owned subsidiary of the company, and the company controlled by them
The company has signed the cooperation framework agreement, and Weilang medical intends to take its own or related parties controlled by the company as income
The purchaser, in the form of cash, directly or indirectly acquires its holdings from all shareholders such as sin David
100% common stock equity of the subject company.
Through preliminary negotiation, it is estimated that the price of all the underlying equity is about S $700 million to S $800 million
The final transaction consideration will be based on the evaluation value determined in the evaluation report issued by the evaluation institution and approved by all parties
The parties shall further negotiate and determine the benchmark date, which shall be determined by the parties through negotiation according to the progress of the proposed transaction,
The final transaction consideration shall be the final transaction document signed by the parties to the proposed transaction after the completion of audit, evaluation and due diligence
Whichever comes first.
The above matters have been deliberated and approved at the 19th meeting of the 8th board of directors of the company, and this transaction does not constitute a relevant transaction
Joint transaction. According to preliminary calculation, this transaction may constitute the measures for the administration of major asset restructuring of listed companies
For the major asset restructuring specified in the regulations, the company will hire an independent financial institution as soon as possible in accordance with the relevant provisions of Shanghai Stock Exchange
Relevant intermediaries such as financial advisers, legal advisers, audit institutions and evaluation institutions carry out relevant work.
At the stage when the parties to the transaction sign a formal agreement, the company will comply with relevant laws, regulations and the articles of association
Matters related to major asset restructuring will be submitted to the board of directors and the general meeting of shareholders for deliberation.
2、 Basic information of the counterparty
Company name company type company registration No. registered capital establishment date equity structure
Oceanfront InvestmentVI Limited, OceanfrontSC SanitasExempted CompanyInvestment II Limited,Holdingsincorporated in the Cayman273540USD 50,0002012/11/30Credit Suisse AG,
Limitedinslands with limitedsingapore branch has control over (SCSH) Limited with 80.9% common shares, 19.1% common shares and 1 Phnom Penh share respectively
OceanfrontExempted Company
Investmentsincorporated in the Cayman281107USD 50,0002013/9/13Sin Capital (Cayman)III LimitedIslands with LimitedLtd. 100% control over it
Sin capital private company limited by sin David has 100% control of associatesshares201728872dsgd 12017 / 10 / 9
Pte. Ltd.
OceanfrontExempted Company
Investmentsincorporated in the Cayman294799USD 50,0002014/12/16Sin Capital (Cayman)X LimitedIslands with LimitedLtd. 100% control over it
OceanfrontExempted Company
Investmentsincorporated in the Cayman289731USD 50,0002014/7/9Sin Capital (Cayman)IX LimitedIslands with LimitedLtd. 100% control over it
OceanfrontExempted Company
Investmentsincorporated in the Cayman320777USD 50,0002017/3/17Sin Capital (Cayman)XI LimitedIslands with LimitedLtd. 100% control over it
Note: Oceanfront investment VI limited and Oceanfront investment II Limited are
100% controlled by sin capital (Cayman) Ltd. Sin capital (Cayman) Ltd. is sin David
100% controlled enterprises.
2、SIN DAVID
Sin David, male, Singaporean nationality, residence: Singapore. Set of target companies since 2018
President and vice chairman of the group. Sin David is the actual controller of the subject company. Sin David and listed companies
The company is not related.
3、 Basic information of the subject matter
1. Name: Fullerton healthcare Corporation Limited;
2. Residence: Grant Pavilion, hibiscus way, 802 West Bay Road, P.O.Box
31119, KY1-1205, Cayman Islands；
3. Registered capital: USD 500000;
4. Enterprise type: limited liability company;
5. Business scope: investment holding;
6. Date of establishment: November 30, 2012;
7. The equity structure of the subject company is as follows:
Number of shareholders’ shares and shareholding ratio (%)
SC Sanitas Holdings Limited (SCSH)331,314,00048.42%
Oceanfront Investments III Limited40,000,0005.85%
David Sin15,348,4682.24%
SIN Capital Associates Pte. Ltd.14,400,0002.10%
Oceanfront Investments X Limited13,0100.002%
Oceanfront Investments IX Limited414,0000.06%
Oceanfront Investments XI Limited6,842,0021.00%
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