Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022031 Ningbo Sanxing Medical Electric Co.Ltd(601567)
About the acquisition of 100% equity of Nanjing 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 Huajing equity investment partnership (limited partnership) (hereinafter referred to as "Kaiyun Huajing") with its own capital of 21 million yuan Ningbo Zhongjing investment management partnership (limited partnership) (hereinafter referred to as "Zhongjing investment") holds 70% and 30% equity of Nanjing Mingzhou rehabilitation hospital Co., Ltd. (hereinafter referred to as "Nanjing 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 with related party Kaiyun Huajing and Zhongjing investment;
● after the acquisition, the company will hold 100% equity of Nanjing Mingzhou rehabilitation through its subsidiary rehabilitation investment;
● performance commitment and compensation: Kaiyun Huajing and Zhongjing made investment commitments. Nanjing Mingzhou rehabilitation achieved a net profit of no less than 52.09 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 Nanjing 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 Nanjing Mingzhou rehabilitation held by Kaiyun Huajing and Zhongjing investment respectively with its own capital of 21 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 Huajing is a sub fund established by oaks Kaiyun, so Kaiyun Huajing is a related party of the company. Meanwhile, Mr. He Xiwan, the executive partner of Zhongjing investment, is the brother of the spouse of Mr. Zheng Jianjiang, the actual controller of the company, so Zhongjing investment is a related party of the company. This transaction with Kaiyun Huajing and Zhongjing 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 Huajing 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 2333, 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 Huajing is a sub fund established by oaks Kaiyun, so Kaiyun Huajing is a related party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 6205132714
Net assets 6205122481
Year 2021
Operating income 0
Net profit -785468
2. Ningbo Zhongjing investment management partnership (limited partnership)
(1) Date of establishment: August 28, 2017
(2) Enterprise type: limited partnership
(3) Registered capital: RMB 25.8 million
(4) Executive partner: he Xiwan
(5) Address: room 2369, No. 267, Cihu Renjia, Cicheng Town, Jiangbei District, Ningbo City, 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) Affiliated relationship: he Xiwan, the executive partner of Zhongjing 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, Zhongjing investment is an affiliated party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 2741189270
Net assets 2580518771
Year 2021
Operating income 0
Net profit 101850
3、 Basic information of related party transactions:
(I) acquire 100% equity of Nanjing Mingzhou rehabilitation. The basic information of the transaction object is as follows:
(1) Company name: Nanjing Mingzhou rehabilitation hospital Co., Ltd
(2) Date of establishment: November 20, 2017
(3) Enterprise type: limited liability company
(4) Registered capital: 86 million yuan
(5) Legal representative: Qin Enjun
(6) Address: No. 102, Yaohua new village, Qixia District, Nanjing
(7) Business scope: rehabilitation, physical examination and elderly care services. (for projects subject to approval according to law, business activities can be carried out only after being approved by relevant departments) general projects: parking lot services (except for projects subject to approval according to law, business activities can be carried out independently according to law with business license)
(8) Ownership structure:
As of December 31, 2021, the shareholders of Nanjing Mingzhou rehabilitation were as follows:
No. name of shareholder subscribed capital contribution shareholding ratio
(10000 yuan) (%)
1 Ningbo Kaiyun Huajing equity investment partnership (limited partnership) 602070
2 Ningbo Zhongjing investment management partnership (limited partnership) 258030
Total 8 Tsinghua Tongfang Co.Ltd(600100)
(9) Main financial indicators:
Monetary unit: Yuan
Project December 31, 2021
Total assets 13890946884
Net assets 9020166966
Year 2021
Operating income 10912694835
Net profit 1114873604
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 appraisal report on the value of all equity assets of shareholders of Nanjing 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. 0455) 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 Nanjing Mingzhou rehabilitation on the benchmark date is 900217 million yuan, and the value of all shareholders' equity after evaluation is 21 million yuan.
(11) Property right status: the property right of Nanjing Mingzhou rehabilitation is clear, there is no mortgage, pledge or any other restriction on transfer, the equity does not involve major litigation, arbitration matters or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(12) This transaction will change the scope of the company's consolidated statements, and Nanjing Mingzhou rehabilitation will be included in the scope of the consolidated statements. As of the date of the 23rd Meeting of the 5th board of directors of the company, the company has not provided guarantee and entrusted financial management for Nanjing Mingzhou rehabilitation.
(II) Pricing of related party transactions
1. Pricing of transaction object
Based on the market value appraisal value of the total equity value of Nanjing Mingzhou rehabilitation determined by Ningbo oaks Rehabilitation Medical Investment Management Co., Ltd. (Yinxin pingbao Zi [2022] Hu No. 0455) issued by Yinxin Asset Appraisal Co., Ltd., the total transaction price is determined to be 21 million yuan.
4、 Main contents and performance arrangements of this transaction
(I) this transaction contract
