Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022033 Ningbo Sanxing Medical Electric Co.Ltd(601567)
About the acquisition of 100% equity of Changsha Mingzhou rehabilitation hospital Co., Ltd
And related party transactions
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 individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● brief content of the transaction: Ningbo oaks Rehabilitation Medical Investment Management Co., Ltd. (hereinafter referred to as “rehabilitation investment”), a subsidiary of the company, plans to acquire Ningbo Kaiyun Huarui equity investment partnership (limited partnership) (hereinafter referred to as “Kaiyun Huarui”) with its own capital of 160 million yuan Ningbo Zhongxiang investment management partnership (limited partnership) (hereinafter referred to as “Zhongxiang investment”) holds 70% and 30% equity of Changsha Mingzhou rehabilitation hospital Co., Ltd. (hereinafter referred to as “Changsha Mingzhou rehabilitation”) respectively;
● this transaction constitutes a connected transaction, but does not constitute a major asset reorganization. This connected transaction needs to be submitted to the general meeting of shareholders of the company for deliberation;
● in the past 12 months, there has been no related party transaction between Kaiyun Huarui and Zhongxiang investment;
● after the acquisition, the company will hold 100% equity of Changsha Mingzhou rehabilitation through its subsidiary rehabilitation investment;
● performance commitment and compensation: Kaiyun Huarui and Zhongxiang investment promise that Changsha Mingzhou rehabilitation will realize a net profit of no less than 34.73 million yuan after deducting non recurring profits and losses in the three years from 2022 to 2024. (the “net profit” involved in the following performance compensation refers to the “net profit after deducting non recurring profits and losses”)
If the accumulated net profit of Changsha Mingzhou rehabilitation in three years is less than the promised net profit, the amount of performance compensation is calculated as follows:
Compensation amount = (three-year cumulative committed net profit – three-year cumulative realized net profit) ÷ three-year cumulative committed net profit × Acquisition consideration.
● the controlling shareholder and the transaction transferor promise:
Oaks Group Co., Ltd., the controlling shareholder of the company, promises:
If the net profit deducted from the target hospital acquired by the company from 2022 to 2024 is lower than the promised profit after the end of the performance gambling period, and the transferor fails to perform the performance compensation responsibility within 15 working days after the issuance of the 2024 annual audit report of the target hospital according to the equity transfer agreement, oaks Group Co., Ltd. shall perform the corresponding compensation obligation within 15 working days from the date of breach of contract by the transferor, Specifically, it shall be remitted in cash to the bank account designated by the acquirer.
The transferor of the underlying hospital transaction promises:
1. In case of compensation caused by medical disputes and pending litigation left before the equity delivery date, the transaction transferor shall compensate the target hospital in cash according to their respective shareholding proportion within 15 working days after receiving the written notice of the target hospital and confirming that it is true;
2. If the hospital is administratively punished by the competent health authority because the open beds of the hospital exceed the approved beds, the transaction transferor shall compensate the target hospital in cash according to their respective shareholding proportion within 15 working days after receiving the written notice of the target hospital and confirming that it is true;
3. If the hospital is ordered by the competent health authority to make corrections, resulting in the reduction of hospital beds and the increase of personnel costs, thus affecting the hospital’s evaluation value, the transaction transferor shall compensate the acquirer in cash according to their respective shareholding proportion within 15 working days after the issuance of the evaluation report. If the compensation amount involved in the performance commitment period is repeated with the compensation amount involved in the performance commitment, it will not be double calculated.
1、 Overview of related party transactions
Rehabilitation investment, a subsidiary of Ningbo Sanxing Medical Electric Co.Ltd(601567) (hereinafter referred to as “the company” or ” Ningbo Sanxing Medical Electric Co.Ltd(601567) “), intends to acquire 70% and 30% equity of Changsha Mingzhou rehabilitation held by Kaiyun Huarui and Zhongxiang investment respectively with its own capital of 160 million yuan.
According to the relevant provisions of the accounting standards, factor company Ningbo oaks Investment Management Co., Ltd. has appointed a member of the investment decision-making committee of Ningbo oaks Kaiyun medical investment partnership (limited partnership) (hereinafter referred to as “oaks Kaiyun”), which should be considered that the company has a significant impact on oaks Kaiyun, so oaks Kaiyun is a related party of the company. Kaiyun Huarui is a sub fund established by oaks Kaiyun, so Kaiyun Huarui is a related party of the company. Meanwhile, Mr. He Xiwan, the executive partner of Zhongxiang investment, is the brother of the spouse of Mr. Zheng Jianjiang, the actual controller of the company, so Zhongxiang investment is a related party of the company. The transaction with Kaiyun Huarui and Zhongxiang investment constitutes a related party transaction, but does not constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
As of this connected transaction, the total amount of connected transactions related to the same connected person or different connected persons in the past 12 months has reached more than 30 million yuan, accounting for more than 5% of the absolute value of the company’s latest audited net assets. This connected transaction needs to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to related parties
1. Ningbo Kaiyun Huarui equity investment partnership (limited partnership)
(1) Date of establishment: August 15, 2017
(2) Enterprise type: limited partnership
(3) Registered capital: 100 million yuan
(4) Executive partner: Ningbo Kaiyun Equity Investment Management Co., Ltd
(5) Address: room 2327, No. 267, Cihu Renjia, Cicheng Town, Jiangbei District, Ningbo City, Zhejiang Province
(6) Business scope: equity investment. (without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing and capital collection (financing) from the public) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
(7) Related relationship: according to the relevant provisions of the accounting standards, the factor company Ningbo oaks Investment Management Co., Ltd. has appointed a member in the oaks Kaiyun investment decision-making committee. It should be considered that the company has a significant impact on oaks Kaiyun, so oaks Kaiyun is a related party of the company. Kaiyun Huarui is a sub fund established by oaks Kaiyun, so Kaiyun Huarui is a related party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 5269245072
Net assets 3087131528
Year 2021
Operating income 0
Net profit -1120332
2. Ningbo Zhongxiang investment management partnership (limited partnership)
(1) Date of establishment: November 24, 2017
(2) Enterprise type: limited partnership
(3) Registered capital: 22.5 million yuan
(4) Executive partner: he Xiwan
(5) Address: room 1-1-27, building 255, No. 66 Suiyuan street, Cicheng Town, Jiangbei District, Ningbo, Zhejiang Province
(6) Investment consulting and management: business scope.
(without the approval of the financial and other regulatory authorities, it is not allowed to engage in financial businesses such as deposit taking, financing guarantee, customer financing and capital collection (financing) from the public) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments)
(7) Related relationship: he Xiwan, the executive partner of Zhongxiang investment, is the brother of the spouse of Zheng Jianjiang, the actual controller of the company. According to the relevant provisions of the stock listing rules of Shanghai Stock Exchange, Zhongxiang investment is a related party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 2314409116
Net assets 2251093826
Year 2021
Operating income 0
Net profit 136182
3、 Basic information of related party transactions:
(I) acquire 100% equity of Changsha Mingzhou rehabilitation. The basic information of the transaction object is as follows:
(1) Company name: Changsha Mingzhou rehabilitation hospital Co., Ltd
(2) Date of establishment: February 5, 2018
(3) Enterprise type: limited liability company
(4) Registered capital: 75 million yuan
(5) Legal representative: Zheng Yongjing
(6) Address: No. 386, Zhongyi Second Road, Tianxin District, Changsha City, Hunan Province
(7) Business scope: General Hospital; Rehabilitation specialty; Department of rehabilitation medicine; internal medicine; Surgery; Oncology specialty; Department of Hematology; Traditional Chinese Medicine Department; Emergency medical department; Obstetrics and Gynecology Department; pediatrics; Department of Anesthesiology; Medical imaging department; Department of medical laboratory; Retail of class I medical devices, class II medical devices and daily necessities; Site leasing; Inpatient care; Patient discharge escort and escort services (excluding diagnosis and treatment and pre hospital first aid); Catering management; Parking lot operation management. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(8) Ownership structure:
Subscribed capital contribution shareholding ratio serial number shareholder name
(10000 yuan) (%)
1 Ningbo Kaiyun Huarui equity investment partnership (limited partnership) 525070
2 Ningbo Zhongxiang investment management partnership (limited partnership) 225030
Total 7500100
(9) Main financial indicators:
Monetary unit: Yuan
Project December 31, 2021
Total assets 9865916081
Net assets 5177013765
Year 2021
Operating income 5343583719
Net profit 194900154
The above data were audited by Lixin Certified Public Accountants (special general partnership), which is qualified for securities and futures business.
(10) Asset appraisal: according to the asset appraisal report on the value of all equity of shareholders of Changsha Mingzhou rehabilitation hospital Co., Ltd. involved in the proposed equity acquisition of Ningbo oaks Rehabilitation Medical Investment Management Co., Ltd. (Yin Xin Ping Bao Zi [2022] Hu No. 0471) issued by Yinxin Asset Appraisal Co., Ltd., as of the benchmark date of December 31, 2021, the appraisal result of income method is taken as the final appraisal conclusion, The book value of the net assets of Changsha Mingzhou rehabilitation on the benchmark date is 517701 million yuan, and the value of all shareholders’ equity after evaluation is 160 million yuan.
(11) Property rights: the 40 million yuan equity of Changsha Mingzhou rehabilitation held by Ningbo Kaiyun Huarui equity investment partnership (limited partnership), the shareholder of Changsha Mingzhou rehabilitation, was pledged to Bohai International Trust Co., Ltd. on October 31, 2019. The registration notice number of equity pledge establishment is (Xiangchang) Guzhi registration Shezi [2019] No. 8880.
The equity of Changsha Mingzhou rehabilitation held by Ningbo Kaiyun Huarui equity investment partnership (limited partnership) is going through the formalities for lifting the equity pledge, but it has not been completed. Ningbo Kaiyun Huarui equity investment partnership (limited partnership) promises to complete the procedures for lifting the equity pledge before the shareholders’ meeting deliberates this transaction.
In addition to the above circumstances, Changsha Mingzhou rehabilitation has no other rights
