Securities code: Getein Biotech Inc(603387) securities abbreviation: Getein Biotech Inc(603387) Announcement No.: 2022018 Getein Biotech Inc(603387)
Announcement on planning major asset restructuring and signing investment intention agreement
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:
Transaction status
Getein Biotech Inc(603387) (hereinafter referred to as " Getein Biotech Inc(603387) " or "company" or "listed company") intends to subscribe in cash for the newly issued shares of superstar medical Holdings Co., Ltd. (hereinafter referred to as "target company" or "superstar medical") (hereinafter referred to as "this transaction" or "this subscription"). After this subscription, the company will hold no less than 30% of the total shares of the target company after the issuance of new shares. The company will become the controlling shareholder of the target company and the target company will become the consolidated subsidiary of the company. The company will refer to (including but not limited to) the asset appraisal report issued by the appraisal institution with securities practice qualification, and the final subscription proportion and transaction price of the subject shares shall be determined by all parties through fair negotiation.
This transaction is not expected to constitute a connected transaction. According to preliminary calculation, this transaction may constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction does not involve the issuance of shares by listed companies and will not lead to the change of the actual controller of the company. In accordance with the relevant provisions of Shanghai Stock Exchange and China Securities Regulatory Commission, 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 fulfill the obligation of information disclosure as required.
Risk statement
The investment intention agreement signed this time is only an intention agreement, which is an intention document for the listed company and the target company to preliminarily determine the investment intention. All parties shall further negotiate according to the results of due diligence, audit and evaluation, and sign a formal agreement only after all parties fulfill the relevant approval procedures according to law. If the company and the target company fail to sign a formal agreement before June 30, 2022 (or the date otherwise determined by the parties), the investment intention agreement signed this time will be terminated. There are still major uncertainties in this transaction. Please invest rationally and carefully read the risk tips disclosed in this announcement.
This transaction is still in the planning stage, and necessary internal and external decision-making and approval procedures need to be performed. There is a risk of failing to pass such decision-making and approval procedures.
There are still major uncertainties in matters related to this transaction. According to the principle of "prudent suspension and phased disclosure" in the rules for suspension and resumption of trading of shares of listed companies issued by the CSRC, the trading of shares of the company will not be suspended. In the future, the company will perform the obligation of information disclosure in time in stages according to the progress of relevant matters. Please pay attention to the investment risks.
1、 Overview of transactions
On April 8, 2022, Getein Biotech Inc(603387) and superstar medical signed the investment intention agreement. The parties reached a preliminary intention on the company's subscription for the newly issued shares of the target company in cash. After this subscription, the company will hold not less than 30% of the total shares of the target company after the issuance of new shares. The company will become the controlling shareholder of the target company and the target company will become the consolidated subsidiary of the company. The company will refer to (including but not limited to) the asset appraisal report issued by the appraisal institution with securities practice qualification, and the final subscription proportion and transaction price of the subject shares shall be determined by all parties through fair negotiation.
The above matters have been deliberated and adopted at the 18th meeting of the third board of directors of the company. This transaction is not expected to constitute a connected transaction. According to the preliminary calculation, this transaction may constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The company will hire qualified independent financial advisers, legal advisers, audit institutions, evaluation institutions and other relevant intermediaries to carry out relevant work in accordance with the relevant provisions of the CSRC and Shanghai stock exchange. After the formal agreement is signed by all parties, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and submit matters related to major asset restructuring to the board of directors and the general meeting of shareholders for deliberation.
2、 Transaction price
This transaction is still in the planning stage. The company is a A-share listed company regulated by China Securities Regulatory Commission and Shanghai Stock Exchange. The company will refer to (including but not limited to) the asset appraisal report issued by the appraisal institution with securities qualification. The final price shall be determined by the parties to the transaction through fair negotiation.
The transaction price will be disclosed after negotiation and signing a formal agreement.
3、 Basic information of superstar medical treatment
(I) operation
The target company is a joint stock limited company listed on the main board of the stock exchange of Hong Kong Limited (hereinafter referred to as "Hong Kong Stock Exchange") (stock abbreviation: superstar medical holdings, stock code: 2393). According to the public disclosure information of the subject company on the Hong Kong stock exchange, "The company is one of the largest distributors and service providers of in vitro diagnostic products in China. The group mainly distributes in vitro diagnostic products in Beijing, Shanghai, Guangzhou, Shenzhen and other cities, Anhui, Fujian, Guangdong, Guangxi, Hainan, Hunan, Jiangsu and Hebei provinces and Inner Mongolia Autonomous Region. The group also manufactures Fujifilm in China under its own brand" yes! Star " Manufacture, market and sell dental film and medical dry film products. "
(II) basic information
Company name: superstar medical Holding Co., Ltd
Place of registration: Cayman Islands (British)
Chairman of the board of directors: Hartono James (he Zhenfa)
ISIN：KYG9843W1125
Date of establishment: February 1, 2012
Total shares: 233159000
As of the disclosure date of this announcement, the main shareholders of the subject company are as follows:
Serial number shareholder name in total share capital (%)
1 Hartono James 26.53
2 Hartono Jeane 16.80
3 Hartono Rico 11.40
4 FUJIFILM Corporation 9.56
5 Li Bin 7.06
Data source: easy to disclose（ https://sc.hkexnews.hk/TuniS/www.hkexnews.hk/indexc.htm ）(III) main financial indicators
Unit: RMB 10000
Project year 2021 to 2020
Revenue 49306924106938
Profit during the year 1267.9 - 645298
332.7 - 590485 attributable to the owner of the parent company
Net profit
The financial data of the target company has been audited by Ernst & Young certified public accountants appointed by the target company and has been listed on the stock exchange of Hong Kong（ http://www.hkexnews.hk ）And target company website（ http://www.yestarcorp.com. ）Published.
The company has not appointed an accounting firm to audit the above financial data, which will be disclosed after the audit results are issued by the accounting firm appointed by the company.
(IV) relationship
As of the disclosure date of this announcement, the subject company has no relationship or interest arrangement with the company, nor with the controlling shareholders, actual controllers, directors, supervisors and senior managers of the company.
4、 Main contents of investment intention agreement
(I) agreement subject
Party A: Getein Biotech Inc(603387)
Party B: superstar medical Holding Co., Ltd
(II) main contents
1. Subscription method
The target company intends to issue additional shares to the company, and the company pays the subscription money to the target company in cash as the transaction consideration; After the subscription is completed, the company will hold no less than 30% of the total shares of the target company after the issuance of new shares. The company will become the controlling shareholder of the target company and the target company will become the consolidated subsidiary of the company.
2. Transaction price
The company is a A-share listed company regulated by China Securities Regulatory Commission and Shanghai Stock Exchange. The company will refer to (including but not limited to) the asset appraisal report issued by the appraisal institution with securities qualification. The final price shall be determined by the parties to the transaction through fair negotiation.
3. Delivery prerequisites
According to the preliminary calculation, this subscription may constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. The company will hire qualified independent financial consultants, legal advisers, audit institutions, evaluation institutions and other relevant intermediaries to carry out relevant work in accordance with the relevant provisions of Shanghai Stock Exchange and China Securities Regulatory Commission. After the parties to the transaction sign a formal agreement, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and submit matters related to major asset restructuring to the board of directors and the general meeting of shareholders for deliberation.
This subscription may lead to the company's obligation to make a mandatory comprehensive offer for all Party B's shares that the company or persons acting in concert with the company have not owned or agreed to be acquired in accordance with the code on corporate acquisitions, mergers and share repurchases (hereinafter referred to as the "code on acquisitions"), The company will apply to the Hong Kong Securities and Futures Commission (hereinafter referred to as the "SFC") for an exemption from the above mandatory general offer liability (hereinafter referred to as the "cleansing exemption") in accordance with the exemption note 1 of rule 26 of the takeover code. The target company also needs to hire financial advisers, legal advisers and other relevant intermediaries to carry out relevant work. At the stage when the parties to the transaction sign the formal agreement, the target company will perform the necessary decision-making and approval procedures in accordance with the relevant laws, regulations and the articles of association, and submit the matters related to the subscription and cleaning exemption to the board of directors and the general meeting of shareholders for deliberation.
The prerequisites for this subscription will include (but not limited to) the following:
3.1 the board of directors and the general meeting of shareholders of the company approve this subscription through a resolution;
3.2 all parties reach an agreement on the price and other details of this subscription, and sign and execute relevant formal transaction documents; 3.3 all relevant necessary third-party and regulatory approvals, including but not limited to the approval of the CSRC, the Hong Kong Securities Regulatory Commission, the Hong Kong Stock Exchange and other regulatory authorities, or all necessary consents or exemptions that may be necessary for the implementation of this subscription by any existing contractual obligations of the parties, as well as the cleaning exemption granted by the executive of the Hong Kong Securities Regulatory Commission by the company for this subscription. The cleaning exemption continues to be valid on the closing date and has not been withdrawn; as well as
3.4 the listing section of the stock exchange of Hong Kong approves the listing and trading of the subject shares to be issued (and the approval has not been revoked before the settlement);
3.5 the board of directors, the Committee of the independent board of directors and the general meeting of shareholders of the subject company approve this subscription in accordance with the requirements of the executive officers of the Hong Kong Securities Regulatory Commission and the applicable provisions of the rules for the listing of securities on the stock exchange of Hong Kong Limited, the rules for the listing of shares on the Shanghai Stock Exchange, the code for acquisition and the articles of association of the subject company Special authorization and cleansing exemption for the allotment and issuance of the subject shares (the cleansing exemption must be approved by at least 75% of the votes of the independent shareholders of the subject company).
The above arrangements need to be further discussed by both parties, and the specific terms shall be set out in the formal transaction agreement and relevant transaction documents. However, without being limited to Article 4 "effectiveness of the agreement", both parties irrevocably agree that the preconditions for cleaning exemption will not be exempted by either party and will be legally binding, and will continue to take effect after the formal transaction agreement is finally signed (hereinafter referred to as "preconditions for cleaning exemption").
4. Validity of agreement
The parties agree that the investment intention agreement signed this time is only an intention agreement and an intention document for the parties to preliminarily determine their willingness to cooperate. Except for the cleaning exemption preconditions, "due diligence", "taxes and other costs", "confidentiality", "applicable law", "effectiveness" and "termination" under the "delivery preconditions", other terms of this Agreement are not legally binding. The parties shall further negotiate according to the results of due diligence, audit and evaluation, and can sign a formal agreement only after the parties fulfill the relevant approval procedures according to law. The final transaction structure and transaction price shall be subject to the formal transaction agreement on the transaction described in this Agreement and other relevant transaction documents signed by the parties.
5. Termination of agreement
If the parties fail to complete the formal transaction agreement for the transaction described in this agreement before June 30, 2022 (or the date otherwise determined by the parties) (the "deadline date"), the investment intention agreement signed this time will be terminated after the deadline date. In addition, the parties agree that the investment intention agreement signed this time can be terminated by the parties through a written agreement.
5、 Impact on the company
According to the public disclosure of superstar medical in the Hong Kong stock exchange, superstar medical is one of the largest distributors and service providers of in vitro diagnostic products in China, and has been deeply engaged in the Chinese market for many years. Superstar medical mainly distributes in vitro diagnostic products in Beijing, Shanghai, Guangzhou, Shenzhen and other cities, Anhui, Fujian, Guangdong, Guangxi, Hainan, Hunan, Jiangsu, Hebei and Inner Mongolia Autonomous Region. It is one of the largest distributors of Roche diagnostic medical in vitro diagnostic products in China. It has established a huge sales network in China and a wide range of hospitals, It has a perfect distribution platform of medical institutions at all levels and an excellent operation and management team. After the completion of this transaction, the company can form synergy and complementarity with the existing distribution and marketing platform of the target company, which will be effective
