Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022034 Ningbo Sanxing Medical Electric Co.Ltd(601567)
About the acquisition of 100% equity of Changzhou 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 Huayang equity investment partnership (limited partnership) (hereinafter referred to as “Kaiyun Huayang”) with its own capital of 182 million yuan Ningbo Mingsu rehabilitation Co., Ltd. (hereinafter referred to as “Mingsu rehabilitation”) holds 70% of the equity of Ningbo Mingsu Investment Co., Ltd. (hereinafter referred to as “Changzhou rehabilitation management”) 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 Huayang and Zhongsu investment;
● after the acquisition, the company will hold 100% equity of Changzhou Mingzhou rehabilitation through its subsidiary rehabilitation investment;
● performance commitment and compensation: Kaiyun Huayang and Zhongsu investment promise that the net profit of Changzhou Mingzhou rehabilitation after deducting non recurring profits and losses will not be less than 45.14 million yuan in 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 Changzhou 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) “), plans to acquire 70% and 30% equity of Changzhou Mingzhou rehabilitation held by Kaiyun Huayang and Zhongsu investment respectively with its own capital of 182 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 Huayang is a sub fund established by oaks Kaiyun, so Kaiyun Huayang is a related party of the company. Meanwhile, Mr. He Xiwan, the executive partner of Zhongsu investment, is the brother of the spouse of Mr. Zheng Jianjiang, the actual controller of the company, so Zhongsu investment is a related party of the company. The transaction with Kaiyun Huayang and Zhongsu 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 Huayang 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 2324, 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 Huayang is a sub fund established by oaks Kaiyun, so Kaiyun Huayang is a related party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 6179217103
Net assets 4097103559
Year 2021
Operating income 0
Net profit -1483842
2. Ningbo Zhongsu investment management partnership (limited partnership)
(1) Date of establishment: November 24, 2017
(2) Enterprise type: limited partnership
(3) Registered capital: 26.4 million yuan
(4) Executive partner: he Xiwan
(5) Address: room 1-1-25, 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) Affiliated relationship: he Xiwan, the executive partner of Zhongsu 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, Zhongsu investment is an affiliated party of the company.
(8) Main financial indicators (Unaudited):
Unit: Yuan
Project December 31, 2021
Total assets 2645482003
Net assets 2639991113
Year 2021
Operating income 0
Net profit -88.45
3、 Basic information of related party transactions:
(I) acquire 100% equity of Changzhou Mingzhou rehabilitation. The basic information of the transaction object is as follows:
(1) Enterprise name: Changzhou Mingzhou rehabilitation hospital Co., Ltd
(2) Date of establishment: December 28, 2017
(3) Enterprise type: limited liability company
(4) Registered capital: 88 million yuan
(5) Legal representative: Qin Enjun
(6) Address: No. 105, Qingyang South Road, HUTANG Town, Wujin District, Changzhou City, Jiangsu Province
(7) Business scope: medical services (limited to the approved scope of the practice license of medical institutions). (for items that must be approved according to law, business activities can be carried out only after being approved by relevant departments) general items: patient care services; Nursing institution services (excluding medical services); Parking service; Sales of daily necessities; Gift flower sales; Sales of class I medical devices; Health consulting services (excluding diagnosis and treatment services); Institutional elderly care services (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
(8) Ownership structure:
As of December 31, 2021, the shareholders of Changzhou Mingzhou rehabilitation are as follows:
Subscribed capital contribution shareholding ratio serial number shareholder name
(10000 yuan) (%)
1 Ningbo Kaiyun Huayang equity investment partnership (limited partnership) 616070
2 Ningbo Zhongsu investment management partnership (limited partnership) 264030
Total 8800100
(9) Main financial indicators:
Monetary unit: Yuan
Project December 31, 2021
Total assets 16397496545
Net assets 6125274794
Year 2021
Operating income 8292965030
Net profit 20759831
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 shareholders’ equity of Changzhou 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. 0453) 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 Changzhou Mingzhou rehabilitation on the benchmark date is 612527 million yuan, and the value of all shareholders’ equity after evaluation is 182 million yuan.
(11) Property rights: the 40 million yuan equity of Changzhou Mingzhou rehabilitation held by Ningbo Kaiyun Huayang equity investment partnership (limited partnership), the shareholder of Changzhou Mingzhou rehabilitation, was pledged to Bohai International Trust Co., Ltd. in November 2019. The registration notice number of equity pledge establishment is “(04831028) stock pledge registration SZ [2019] No. 11040001”.
The equity of Changzhou Mingzhou rehabilitation held by Ningbo Kaiyun Huayang equity investment partnership (limited partnership) is going through the formalities for lifting the equity pledge, but it has not been completed. Ningbo Kaiyun Huayang equity investment partnership (limited partnership)
