Securities code: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) stock abbreviation: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) Announcement No.: 2022009
Suzhou New District Hi-Tech Industrial Co.Ltd(600736)
On capital increase of Suzhou Medical Device Industry Development Co., Ltd
Suggestive announcement of related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Important content tips:
Suzhou New District Hi-Tech Industrial Co.Ltd(600736) (hereinafter referred to as “the company”) is planning to implement a cash capital increase (hereinafter referred to as “the capital increase”) on Suzhou Medical Device Industry Development Co., Ltd. (hereinafter referred to as “the medical device industry company”), and realize the holding and consolidation of the transaction object.
After the capital increase, the operating income, net profit and other financial indicators of the medical device industry company account for a small proportion of the company as a whole, which is not expected to have a significant impact on the company’s short-term performance.
At present, the main source of the company’s operating income is still the sales of commercial houses, there is no medical device business, and there is no reserve and resources of medical device professionals; If the capital increase is successful, it will not lead to major changes in the company’s main business and fundamentals.
The capital increase is being audited and evaluated, and the price, amount and shareholding ratio of the company after the capital increase have not been determined; The company has not signed any intentional agreement related to this capital increase with the medical device industry company or its current shareholders.
The medical device industry company is the holding subsidiary of Suzhou sugaoxin Group Co., Ltd. (hereinafter referred to as “sugaoxin group”), the controlling shareholder of the company. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this capital increase constitutes a related party transaction. Based on the audited financial data of the medical device industry company in 2020, it is estimated that this capital increase does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The company will submit the capital increase plan to the board of directors and the general meeting of shareholders for deliberation in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange after the completion of audit and evaluation and consultation with all parties to the transaction to determine the capital increase price and amount. The capital increase needs to be approved by the state-owned assets supervision and administration department. Implementation progress is uncertain.
1、 Overview of related party transactions
The company is planning to implement cash capital increase for medical device industry companies, and realize holding and consolidation of transaction objects. The capital increase is being audited and evaluated, and the price, amount and shareholding ratio of the company after the capital increase have not been determined; The company has not signed any intentional agreement related to this capital increase with the medical device industry company or its current shareholders.
The medical device industry company is the holding subsidiary of the company’s controlling shareholder Su Gaoxin group. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this capital increase constitutes a related party transaction.
Based on the audited financial data of the medical device industry company in 2020, it is estimated that this capital increase does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related party transactions
1. Company name: Suzhou Medical Device Industry Development Co., Ltd
2. Date of establishment: May 14, 2009
3. Registered capital: 70 million yuan
4. Legal representative: Wang Ping
5. Registered address: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District Science and Technology City Jinfeng Road No.8
6. Business scope: research and development of medical devices, biotechnology and medicine, including analysis and testing, leasing of professional facilities and equipment, relevant technical services and technical consultation; Enterprise management consulting; Project management, project planning, property management, real estate consulting, rental and sale of industrial plants, sales of office supplies; Provide incubation services and shared facilities for medical device enterprises. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
7. Business development:
The medical device industry company is the main operator of Jiangsu medical device science and Technology Industrial Park (hereinafter referred to as “medical device Industrial Park”); Medical device industrial park is a national medical device science and Technology Industrial Park jointly built by Suzhou New District Hi-Tech Industrial Co.Ltd(600736) district and Suzhou Institute of biomedical engineering technology, Chinese Academy of Sciences. It has been successively approved as a national torch plan medical device characteristic industry base, a national innovative medical device industry cluster pilot, a national medical device professional incubator and a national science and technology entrepreneurship incubation chain construction demonstration unit.
By the end of 2021, the medical device industrial park has built, under construction and to be built, with a total operating carrier area of 1.45 million square meters, and has gathered nearly 800 biomedical and medical device related enterprises, including subsidiaries of listed companies such as Suzhou Jiangsu Yuyue Medical Equipment And Supply Co.Ltd(002223) Technology Co., Ltd., Zhongsheng (Suzhou) Medical Technology Co., Ltd., Meikang Shengde medical technology (Suzhou) Co., Ltd., as well as Suzhou Xinqing Medical Technology Co., Ltd Innovative potential companies such as nuoymaier (Suzhou) Medical Technology Co., Ltd. and Kessel medical technology (Suzhou) Co., Ltd. have introduced and cultivated 411 talents at all levels.
At the same time, the medical device industrial park has introduced innovative platforms such as Suzhou Institute of medical technology of Chinese Academy of Sciences, Suzhou Institute of medical devices of Southeast University and Industrial Technology Research Institute of Zhejiang University, incubation platforms such as Suzhou collaborative innovation medical Siasun Robot&Automation Co.Ltd(300024) Research Institute, Guoqian Innovation Medical Management Co.Ltd(002173) science and Technology Research Institute, Suzhou Branch of Jiangsu Institute of medical device inspection, medical device availability testing platform and other service platforms, And build the intellectual property operation center of Suzhou medical device industry, which has formed a relatively perfect innovation ecosystem.
8. Financial situation: audited by Suzhou Branch of Tianheng Certified Public Accountants (special general partnership), as of the end of 2020, the total assets of the medical device industry company were 2.289 billion yuan, and the net assets attributable to the shareholders of the parent company were 530 million yuan (the registered capital at the end of 2020 was 382601 million yuan); In 2020, the medical device industry company realized an operating income of 593662 million yuan and a net profit attributable to the shareholders of the parent company of 8.9716 million yuan. 9. Ownership structure:
Huqiu District, Suzhou
People’s Government
90% 100%
Suzhou sugaoxin Suzhou New District Hi-Tech Industrial Co.Ltd(600736) state owned
Group Co., Ltd. 50.20% asset management
100% 49.80% Group Co., Ltd
100%
Suzhou sugaoxin Suzhou jinhesheng Suzhou science and technology city science and Technology Industry Development Holding Co., Ltd. Development Group
Limited Company Limited
100%
Golden Valley of Taihu Lake
(Suzhou) development
limited company
100%
Study abroad in Suzhou
Personnel entrepreneurship Park
limited company
30.90% 62.00% 2.07% 5.03%
Suzhou Medical Devices
Industrial Development
limited company
3、 Introduction to related parties
（1） Suzhou Su Hi Tech Group Co., Ltd
1. Enterprise type: limited liability company (solely state-owned)
2. Registered address: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District shishanqiao Xitu
3. Legal representative: Wang Xing
4. Registered capital: 779751571612 yuan
5. Business scope: development and construction of infrastructure and supporting facilities; Construction of public service facilities; Office building and hotel management, property management, self owned house leasing; Plant and equipment leasing business; Provide supporting services for residential areas; Project management; Project management; Purchase and supply capital construction materials and relevant means of production required for development projects and supporting facilities; Business information consulting services; Asset management, project investment, industrial investment; Tourism services, project investment and development; High tech R & D and design; Provide guarantee business (except financing guarantee business), high-tech project investment and consulting, agency and intermediary services.
(for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Related relationship: Su hi tech group is the controlling shareholder of the company.
（2） Suzhou Su hi tech Industry Development Co., Ltd
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
2. Registered address: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District, No. 12, Datong Road, Huguan District
3. Legal representative: Wang Xin
4. Registered capital: 76513902 million yuan
5. Business scope: scientific and technological information consultation and technical services; High tech R & D and design; Enterprise investment; Investment, construction and operation of tourism supporting projects and other supporting facilities, and construction of public service facilities; Sales of building materials and metal materials; Office building and hotel management, property management, parking lot management, house decoration. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Related relationship: Suzhou Su hi tech Industrial Development Co., Ltd. is a wholly-owned subsidiary of Su hi tech group, the controlling shareholder of the company.
（3） Suzhou science and Technology City Development Group Co., Ltd
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
2. Registered address: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District Longshan Road (Science and technology city)
3. Legal representative: Li Yan
4. Registered capital: 2 million yuan
5. Business scope: real estate development, construction and operation; High tech project development investment management, enterprise investment and infrastructure construction management; Sales: electrical equipment, electronic products; Research and development of high-tech products; Software development. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Related relationship: the legal representative, vice chairman and general manager of Suzhou New District Hi-Tech Industrial Co.Ltd(600736) state owned Assets Management Group Co., Ltd., the controlling shareholder of Suzhou science and Technology City Development Group Co., Ltd., is the director of the company.
（4） Suzhou Overseas Students Pioneer Park Co., Ltd
1. Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
2. Registered address: Suzhou New District Hi-Tech Industrial Co.Ltd(600736) District No. 209 Zhuyuan Road
3. Legal representative: Gao Haixia
4. Registered capital: RMB 2010 million
5. Business scope: development, production and sales of high and new technologies and products (the above production contents do not include rubber, plastics and dangerous chemicals); Management of science and technology community; Technology development, service, transfer and consultation; High tech projects and enterprise investment; Operate the export business of self-produced products and technologies of the enterprise (see the registration certificate of import and export right for details); Consulting and intermediary agency services for policy management information such as science and technology, economy and trade, investment and so on; Development, leasing and sales of standard plant and office space and corresponding property management and business services. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
6. Related relationship: Suzhou Overseas Students Pioneer Park Co., Ltd. is a company controlled by the controlling shareholder of the company, Su hi tech group.
4、 Pricing policy and basis of this transaction
The price of this capital increase will be determined by the transaction parties through negotiation based on the evaluation report.
5、 Impact of this transaction on the company
Promote the transformation and upgrading of the company. This capital increase will further promote the transformation and upgrading of the company to the strategic positioning of “high-tech industry cultivation and investment operator”, build a two wheel driven business model around “industrial park operation + high-tech industry investment”, gradually reduce the dependence on traditional real estate development business, improve the company’s operation efficiency and anti risk ability, and achieve high-quality development.
Realize the coordinated development of regional pharmaceutical industry. Focusing on the goal of “building the best platform and making the whole industry chain”, the medical device industry company has become an important platform leading the development of the medical device industry in Suzhou New District Hi-Tech Industrial Co.Ltd(600736) district after years of team building and practice accumulation. This capital increase will help the company integrate the carrier resources of industrial parks in areas such as medical device Industrial Park and life and health town, realize coordinated development and achieve scale effect.
Reserve high-quality investment resources in the pharmaceutical field. This capital increase is conducive to the company’s in-depth exploration of high-quality growth enterprises in the medical device Industrial Park, participate in enterprise growth in the form of equity and creditor’s rights through the company’s funds, financial leasing and other platforms, obtain investment income and optimize profit structure.
6、 Review procedures to be performed in this transaction
The company will submit the capital increase plan to the board of directors and the general meeting of shareholders for deliberation in accordance with the provisions of the stock listing rules of Shanghai Stock Exchange after the completion of audit and evaluation and consultation with all parties to the transaction to determine the capital increase price and amount. The capital increase needs to be approved by the state-owned assets supervision and administration department.
7、 Risk tips
1. After the capital increase, the operating income of the medical device industry company
