Securities code: Winner Medical Co.Ltd(300888) securities abbreviation: Winner Medical Co.Ltd(300888) Announcement No.: 2022014 Winner Medical Co.Ltd(300888)
Announcement on the acquisition of 55% equity of Longtai medical
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Transaction overview
In order to further enrich the company's product line, expand business channels outside China and improve the company's strategic layout, Winner Medical Co.Ltd(300888) (hereinafter referred to as "the company" or " Winner Medical Co.Ltd(300888) ") held the fifth meeting of the third board of directors on April 8, 2022, and deliberated and adopted the proposal on purchasing 55% equity of Longtai medical treatment. The company plans to use its own funds of RMB 727.54 million to pay dividends to Mr. Wu Kangping Ms. Huang Lepei and Mr. Wu Di bought a total of 55% of their holdings in Zhejiang Longtai medical Polytron Technologies Inc (hereinafter referred to as "Longtai medical" or "Target Corp"). Longtai medical's main business is the development, production and sale of high-end wound dressing (including silicone foam, hydrocolloid, silica gel, hydrogel, film applicator and stoma). The parties to the transaction have signed the equity transfer agreement on Zhejiang Longtai Medical Technology Co., Ltd. (hereinafter referred to as "equity transfer agreement") on April 8, 2022.
This transaction does not need to be submitted to the general meeting of shareholders of the company for deliberation, and this transaction does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
2、 Scheme design of this transaction
The target companies of this transaction are Longtai medical, its wholly-owned subsidiary Xi'an longtem Medical Technology Co., Ltd. (hereinafter referred to as "Xi'an longtem"), Deqing Longtai medical silica gel products Co., Ltd. (hereinafter referred to as "Longtai silica gel") and its wholly-owned subsidiary Hangzhou Shengyi Technology Co., Ltd. (hereinafter referred to as "Shengyi technology"). Longtai medical, Xi'an longtem and Longtai silica gel are mainly engaged in high-end wound dressing business; Mr. Wu Di, the counterparty, holds 100% equity of Shengyi technology. Shengyi technology will be injected into Longtai medical before the closing date of this transaction, and Longtai medical will hold 100% equity. Shengyi technology is mainly engaged in the sales and operation of Longtai medical products on the e-commerce platform, which is synergistic with the high-end wound dressing business of Longtai medical. Other subsidiaries of Longtai medical that are not related to the high-end wound dressing business will be stripped before the closing date of this transaction.
3、 Basic information of the counterparty
1. Mr. Wu Kangping
(1) ID number: 3303231961
(2) Mailing address: No. 277, Shuangshan Road, Wukang Town, Deqing County, Zhejiang Province
2. Ms. Huang Lepei
(1) ID number: 3303231973
(2) Mailing address: No. 277, Shuangshan Road, Wukang Town, Deqing County, Zhejiang Province
3. Mr. Wu Di
(1) ID number: 3303821994
(2) Mailing address: No. 277, Shuangshan Road, Wukang Town, Deqing County, Zhejiang Province
The above three counterparties are not dishonest Executees, and have no relationship with the company, the company's top ten shareholders and directors, supervisors and senior executives in terms of property rights, business, assets, creditor's rights and debts, personnel, or other relationships that may or have caused the company to tilt its interests.
4、 Basic information of the target company
1. Zhejiang Longtai Medical Technology Co., Ltd
(1) Unified social credit Code: 913305 Livzon Pharmaceutical Group Inc(000513) 40478u
(2) Main business: headquartered in Huzhou City, Zhejiang Province, Longtai medical is an enterprise mainly engaged in OEM export of high-end wound dressings. Our products include silicone foam, hydrocolloid, silicone gel, hydrogel, film applicator and stoma. At present, Longtai medical mainly focuses on export. It has established a relatively perfect sales system and channel network in the international market. Its products are sold to many countries and regions such as America and Europe, and has established stable cooperative relations with many international well-known medical device brands. At the same time, Longtai medical also actively expands the Chinese market, which is divided into its own brand innomed sales and Chinese OEM production. (3) Date of establishment: August 9, 2012
(4) Registered address: No. 277, Shuangshan Road, Fuxi street, Deqing County, Huzhou City, Zhejiang Province
(5) Registered capital: 50 million yuan
(6) Legal representative: Wu Kangping
(7) Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
(8) Shareholders:
Shareholding ratio
No. name of shareholder
Before and after this transaction
1 Wu Kangping 50.00% 22.50%
2 Huang Lepei 40.00% 18.00%
3 Wu Di 10.00% 4.50%
4 Winner Medical Co.Ltd(300888) / 55.00%
(9) Main financial data:
Unit: 10000 yuan
Financial indicators December 31, 2021 / 2021 December 31, 2020 / 2020
Total assets 67247115560769
Total liabilities 31387992838595
Accounts receivable 403413188120
Net assets 35859132722174
Operating income 35469244010792
Operating profit 8756301352845
Total profit 9626661451482
Net profit 8637391281580
Note 1: the above data have been audited and are only the financial data of Longtai medical parent company (monomer).
Note 2: the decrease in operating income and net profit of Longtai medical in 2021 compared with that in 2020 is mainly due to the decrease in the income of unconventional products, i.e. epidemic prevention products in 2021. Among them, the income of epidemic prevention products of Longtai medical in 2020 was about 130 million yuan, accounting for about 35%, and the income of epidemic prevention products in 2021 was about 5 million yuan, accounting for about 1%.
(10) Whether it belongs to the dishonest executee: no
(11) Ownership: in order to apply for loan from the bank, Longtai medical mortgaged part of the plant and land. The net book value of the mortgaged plant was 174710000 yuan and the net book value of the mortgaged land was 22.93 million yuan. In addition to the above matters, the equity of Longtai medical is clear, there is no mortgage, pledge and any other restrictions on transfer, and there are no major disputes, litigation, arbitration matters, seizure, freezing and other judicial measures involving relevant assets.
(12) Other instructions:
The amount of loans and operating transactions provided by Longtai medical to related parties of the counterparty is 28.86 million yuan, the amount of loans provided to unrelated third parties is 10.39 million yuan, and the amount of reserve funds and loans provided to employees is 3.34 million yuan. The total amount of the above matters is 42.59 million yuan. In addition to the above external financial assistance and business transactions with the counterparty, Longtai medical has no other external guarantee, external financial assistance and other business transactions with the counterparty. According to the equity transfer agreement, the above financial assistance and other business transactions with the counterparty will be cleared up before the delivery date.
After the completion of this transaction, the company does not provide financial assistance to others in the form of operating capital transactions. This transaction also does not involve the transfer of creditor's rights and debts.
2. Xi'an longtem Medical Technology Co., Ltd
(1) Unified social credit Code: 91610131ma6tq6rd0x
(2) Main business: handle the registration of medical device certificate for Longtai medical
(3) Date of establishment: November 11, 2019
(4) registered address: room 1008, block T2, Gaoxin Xintiandi, unity South Road, eight Street, Xi'an new and high tech Zone, Shaanxi.
(5) Registered capital: 5 million yuan
(6) Legal representative: Wu Kangping
(7) Enterprise type: limited liability company (sole proprietorship of legal person invested or controlled by natural person)
(8) Shareholders:
Shareholding ratio
Serial number shareholder name
Before and after this transaction
1 Zhejiang Longtai Medical Technology Co., Ltd. 100.00% 100.00%
(9) Main financial data:
Unit: 10000 yuan
Financial indicators December 31, 2021 / 2021 December 31, 2020 / 2020
Total assets 5.03 0.18
Total liabilities 101,04 48.32
Accounts receivable -2.13 0.00
Net assets -96.00 -48.14
Operating income 0.00 0.00
Operating profit -47.87 -48.14
Total profit -47.87 -48.14
Net profit -47.87 -48.14
Note: the above data have not been audited (10) whether they are dishonest Executees: no
(11) Ownership: Xi'an longtem's equity is clear, there is no mortgage, pledge or any other restriction on transfer, and there are no major disputes, litigation, arbitration matters, seizure, freezing and other judicial measures involving relevant assets.
(12) Other notes: Xi'an longtermu does not provide guarantee or property for others
