Boai Nky Medical Holdings Ltd(300109) ( Boai Nky Medical Holdings Ltd(300109) , SZ) disclosed on April 13 that the company plans to jointly invest and establish a joint venture with related parties to carry out cell therapy related testing and other businesses. Wang Jianqiang, one of the founders and director of Boai Nky Medical Holdings Ltd(300109) company, expressed his opposition to this investment. “The business prospect is unclear and there are great risks,” he said.
The reporter of the daily economic news noted that Wang Jianqiang withdrew from the actual controller of the company in December last year. In the board of directors of Boai Nky Medical Holdings Ltd(300109) since December last year, Wang jiangqiang has voted against it many times.
connected transactions are opposed by a director
According to Boai Nky Medical Holdings Ltd(300109) announcement, Shanghai Boai Nky Medical Holdings Ltd(300109) precision medical Co., Ltd. (hereinafter referred to as Shanghai Boai Nky Medical Holdings Ltd(300109) ) a wholly-owned subsidiary of the company plans to jointly invest 10 million yuan with Beijing Yongtai Biological Products Co., Ltd. (hereinafter referred to as Beijing Yongtai) to establish a joint venture in Shanghai. Among them, Shanghai Boai Nky Medical Holdings Ltd(300109) subscribed the registered capital of 7 million yuan, with a shareholding ratio of 70%; Beijing Yongtai subscribed the registered capital in the form of technology contribution, with a shareholding ratio of 30%.
The parent company of Beijing Yongtai is Yongtai biology, while Zhang Junzheng and Wang Shuhui are the shareholders of Yongtai biology. They entrust all shareholders’ voting rights in Yongtai biology to tan Zheng, the actual controller of Yongtai biology; At the same time, Zhang Junzheng and Wang Shuhui are close family members of Boai Nky Medical Holdings Ltd(300109) director Wang Donghu. According to relevant regulations, Beijing Yongtai, as Boai Nky Medical Holdings Ltd(300109) affiliated legal person, the above transactions constitute connected transactions.
“The establishment of the joint venture has far-reaching significance for the development of the company’s precision medical sector.” Boai Nky Medical Holdings Ltd(300109) indicates.
But Wang Jianqiang, the Boai Nky Medical Holdings Ltd(300109) director, doesn’t seem to think so. Wang Jianqiang voted against when the board of directors deliberated and voted. He gave two reasons for opposition: involving related party transactions; The business prospect is unclear and there are great risks.
According to Boai Nky Medical Holdings Ltd(300109) announcement, Beijing Yongtai is a leading cellular immunotherapy Biomedical Company in China, focusing on the R & D and commercialization of T-cell immunotherapy. Its related core products under research are the first cellular immunotherapy products approved to enter phase II clinical trials in China.
In the view of listed companies, the cell and gene therapy industry is inseparable from tumor concomitant diagnosis. The transformation advantage technology of tumor concomitant diagnosis will be one of the key points of the company’s future development. The establishment of a joint venture can introduce the high-end technology of Beijing Yongtai into the company’s medical examination institute and LDT platform to help carry out cell therapy related testing, and also enable the company to have a comprehensive, complete and highly competitive technical layout in relevant fields in the future.
founder team “break up”
The reporter of the daily economic news noted that Wang Jianqiang is an “old” director of Boai Nky Medical Holdings Ltd(300109) and one of the main founders of the company.
Boai Nky Medical Holdings Ltd(300109) prospectus shows that since the establishment of the company in 2003, the shareholders Wang Donghu, Yang Haijiang and Wang Jianqiang jointly control the company; The three persons act in unison at the board of directors and have the same voting opinions at the shareholders’ meeting; At the same time, the three signed the agreement on concerted action on April 26, 2009. In August 2014, August 2017, August 2018 and December 2018, the three renewed the agreement and agreed to act in concert.
However, the strong “harmonious” relationship between Wang Donghu, Yang Haijiang and Wang came to an abrupt end in December last year. According to the disclosure of Boai Nky Medical Holdings Ltd(300109) last mid December, after negotiation and confirmation, Wang Donghu, Yang Haijiang and Wang jiangqiang decided not to renew the new agreement on concerted action. In the same period, Wang Donghu, Yang Haijiang and Ren Dalong signed a new agreement on concerted action. After the above changes, Wang Donghu, Yang Haijiang and Ren Dalong became the actual controllers of Boai Nky Medical Holdings Ltd(300109) new, while Wang Jianqiang broke away from the “team” of the actual controllers of the company.
It is worth mentioning that the differences among Wang Donghu, Yang Haijiang and Wang Jianqiang appeared in early December last year. At the 36th meeting of the Fourth Board of directors of Boai Nky Medical Holdings Ltd(300109) held on December 3 last year, Wang Qiangqiang, then chairman of the company, clearly opposed the by election of Wang Donghu as a director of the company. He pointed out that Wang Donghu had been criticized by the exchange and it was inappropriate to co elect him as a director; Wang Donghu is too old, and his physical condition is not in good condition. He is not suitable to serve as a director of the company.
It was at the Boai Nky Medical Holdings Ltd(300109) above-mentioned board meeting that Wang Donghu’s position was adjusted and Zhang Junzheng was the chairman of the company. In this regard, Wang Jianqiang also expressed his opposition. He thought he was a suitable candidate for the chairman of the board, and Zhang Junzheng was a layman and an expert.
Since then, Wang Qiang also voted against all the proposals at the 37th meeting of Boai Nky Medical Holdings Ltd(300109) the Fourth Board of directors and abstained from voting on the only proposal at the 39th meeting.
