Securities code: 002432 securities abbreviation: Andon Health Co.Ltd(002432) Announcement No.: 2022-009 Andon Health Co.Ltd(002432)
Major contracts for daily operation signed by the company’s U.S. subsidiaries
And the announcement of obtaining orders
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and shall be jointly and severally liable for false records, misleading statements or major omissions in the announcement.
Special tips:
1. Andon Health Co.Ltd(002432) (hereinafter referred to as “the company”) subsidiary ihealth labs Inc (hereinafter referred to as “U.S. subsidiary”) received the following order for ihealth covid-19 antigen home self-test OTC Kit (hereinafter referred to as “ihealth kit”) from New York and Massachusetts, and the effective time is the date of receipt of the order (local time); Ihealth signed with the New York State Department of health
The kit sales contract shall come into force by both parties on January 10, 2022 local time.
2. During the execution of orders and contracts, affected by local epidemic situation changes, policy changes, supply chain capacity changes, logistics and transportation risks, unforeseen or force majeure and other factors, there may be a risk that some orders and contracts can not be performed on schedule or in full. Please make careful decisions and pay attention to preventing investment risks.
3. The performance of orders and contracts is expected to have a positive impact on the company’s financial status and operating results. The confirmation of relevant financial data shall be subject to the company’s audited financial report.
1、 Overview of received orders and contract signing
1. The U.S. subsidiary received the New York State Department of health on December 21, 2021 local time
The two copies from the York State Department of health were sent by the Department of health of New York State and the Department of health of New York
Purchase order for ihealth kit from health research incorporated, a non-profit organization in Jordan
(hereinafter referred to as “New York order”), the order amounts are US $25080000 (including freight) and US $40230000 (including freight) respectively, and the total order amount is US $65310000.00 (including freight), about RMB 415750398.00 (according to the central exchange rate of US dollar against RMB on January 12, 2022)
Price: USD 1 = RMB 6.3658).
In addition, the U.S. subsidiary and the Department of health of New York state signed an agreement on January 10, 2022 local time
The sales contract (hereinafter referred to as the “New York state contract”) sells ihealth kit products to the Department of health of New York state of the United States. The total contract price tax is USD 120000000.00 (including freight), about RMB 763896000.00 (calculated according to the middle rate of USD / RMB exchange rate on January 12, 2022, USD 1 = RMB 6.3658).
As of the date of this announcement, the total amount of orders and contracts between the U.S. subsidiary and the Department of health of New York State has reached RMB 1179646400 (including freight and tax), which has exceeded 50% (RMB 1004 million) of the company’s audited main business income in 2020.
New York state orders and New York state contracts belong to the daily business scope of the company. New York state orders will come into force on December 21, 2021 local time; The New York state contract is effective from the local signing time and the contract period is 8 weeks from the effective date. The above orders and contracts need not be reviewed and approved by the board of directors and the general meeting of shareholders.
2. The U.S. subsidiary obtained the purchase order of the Commonwealth of Massachusetts and Executive Office of health and human services (hereinafter referred to as “Massachusetts order”) from December 3, 2021 to January 5, 2022 local time, The U.S. subsidiary of the company sells ihealth kits to the Executive Office of the Federal Department of health and human services in Massachusetts. The total contract price tax is USD 148327400.00 (including freight), about RMB 944222562.92 (calculated according to the middle rate of USD to RMB exchange rate on January 12, 2022).
Massachusetts orders belong to the daily business scope of the company and take effect from the date of receipt. The above orders do not need to be reviewed and approved by the board of directors and the general meeting of shareholders of the company.
2、 Basic information of the counterparty
1. Name and profile of New York State Department of health and New York State non-profit organization health research incorporated: the New York State Department of health is an administrative department responsible for maintaining the health of local American citizens and providing public services.
Address: the Corning tower, governor Nelson A. Rockefeller Empire stateplaza, Albany, New York 12237
Name and profile: health research incorporated, a non-profit organization in New York State
Address: 150 Broadway, suite 280 Albany, NY 12204-2893 (518) 431-1001 the above New York weekly orders are uniformly sent to the company’s U.S. subsidiaries by the New York State Department of health. Therefore, the company has consolidated the above order amount.
Similar transactions between the company and the New York State Department of health and New York State non-profit organization healthresearch incorporated in recent three fiscal years: no business transactions in 2019 and 2020, with a cumulative transaction amount of US $65310000.00 in 2021, About RMB 415750398.00 (calculated according to the middle rate of US dollar to RMB exchange rate on January 12, 2022 = RMB 6.3658), the proportion of business in 2021 shall be calculated based on the audited operating income of the company in 2021, and the details shall be subject to the audited financial report of the company in 2021.
Affiliated relationship: the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers have no affiliated relationship or other interest arrangements with the counterparty.
Performance capability analysis: in combination with the credit status and payment capacity of the New York state government, it has the ability to fulfill the order obligations in daily transactions.
2. Executive Office of the Massachusetts federal and State Department of health and human services
The Commonwealth of Massachusetts is located in the northeast of the United States. Governor Charlie Baker.
Name and introduction: the Commonwealth of Massachusetts and the Executive Office of health and human services of the state are administrative departments responsible for maintaining the health of local American citizens and providing public services. Since the orders of the above two departments are Massachusetts government orders, the above order amount has been consolidated by the company.
Similar transactions between the company and Massachusetts in recent three fiscal years: there was no business transaction in 2019 and 2020, and the cumulative transaction amount in 2021 was US $13010000.00, about RMB 82803448.00 (calculated according to the central rate of US dollar to RMB exchange rate on January 12, 2022, US $1 = RMB 6.3658), The proportion of business in 2021 shall be calculated based on the audited operating income of the company in 2021, which shall be subject to the audited financial report of the company in 2021.
Affiliated relationship: the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers have no affiliated relationship or other interest arrangements with the counterparty.
Analysis of performance ability: in combination with the credit status and payment ability of the Massachusetts government, it has the ability to fulfill order obligations in daily transactions.
3、 Main contents of order and contract
1. New York State Department of health
（1） Main contents of order
1. Type: Sales Order
2. Cumulative order amount: in the past 12 consecutive months, the company has received a total order amount of 65.31 million US dollars for related products.
3. Order effective conditions and time: effective from the date when the company receives the order.
4. Performance period of the order: subject to the agreement of both parties in each order.
5. Payment arrangement: payment shall be made 5 days after receipt of goods and invoices.
(II) main contents of the contract
1. Signing time and effective date of the contract: the contract is signed by both parties on January 11, 2022 local time in the United States, and the effective date agreed in the contract is January 10, 2022 local time in the United States;
2. Contract object: ihealth kit;
3. Contract amount: the total amount of contract price tax is USD 120000000.00, about RMB 763896000.00 (calculated according to the middle rate of US dollar to RMB exchange rate on January 12, 2022); 4. Performance period: the validity period of this contract is 8 weeks from the effective date of the contract (i.e. from January 10, 2022 to March 6, 2022, local time in the United States);
5. Payment method: the buyer shall pay 50% of the purchase price every week from the effective date of the contract, and then pay the remaining 50% of the purchase price after receiving the products agreed in that week. Weekly and so on;
6. Delivery arrangement: the Seller shall deliver the first batch of 1.5 million sets of two person ihealth kit products within 7 days after receiving the initial payment, and then deliver 1.5 million sets of two person ihealth kit products every week until the contract is fulfilled;
7. Liability for breach of contract: if either party violates the provisions of this contract, it shall be deemed as breach of contract and shall bear the corresponding liability for breach of contract in the contract, including but not limited to liquidated damages, etc.
2. Executive Office of the Commonwealth of Massachusetts and Department of health and human services
Main contents of order
1. Type: Sales Order
2. Cumulative order amount: in the past 12 consecutive months, the company has received a total order amount of USD 148.3274 million for related products.
3. Order effective conditions and time: the order takes effect from the date of receipt by the company. At present, the order has taken effect. 4. Performance period of the order: subject to the agreement of both parties in each order.
5. Payment arrangement: 10 days after delivery.
4、 Impact of orders and contracts on the company
1. The cumulative amount of orders and contracts between the U.S. subsidiary and the Department of health of New York state is 185310000.00 U.S. dollars (about 1179646400.00 yuan), and the cumulative amount of orders with the Executive Office of the Federal Department of health and human services of Massachusetts is 148327400.00 U.S. dollars (about 944222562.92 yuan). The performance of orders and contracts will have a positive impact on the company’s operating revenue and operating profit in 2021 and 2022. The company will recognize revenue in the corresponding accounting period according to the performance of orders and contracts and the revenue recognition principle. The recognition of relevant financial data shall be subject to the audited financial report.
2. The performance of orders and contracts will not affect the business independence of the company, and the main business of the company will not rely on the parties due to the performance of orders and contracts.
3. With the fulfillment of orders and contracts, it will help to strengthen mutual trust and further cooperation between both parties, expand the brand awareness of the company and its U.S. subsidiaries in the United States, and strive for more customer resources and orders.
5、 Risk tips
The fulfillment of the above orders and contracts will have a positive impact on the company’s operating revenue and operating profit in 2021 and 2022. During the execution of orders and contracts, affected by local epidemic situation changes, policy changes, supply chain capacity changes, logistics and transportation risks, unpredictable or force majeure and other factors, there may be a risk that some orders and contracts can not be performed on schedule or in full. Please make careful decisions and pay attention to preventing investment risks. 6、 Other relevant instructions
1. The company will disclose the performance of the contract in the periodic report;
2. Within three months before the signing of the above orders and contracts, the controlling shareholders, shareholders holding more than 5% and directors, supervisors and senior managers of the listed company have not changed. As of the date of this announcement, the company has not received any notice from other controlling shareholders, shareholders holding more than 5% shares and directors, supervisors and senior executives to reduce the company’s shares in the next three months. If the share reduction plan is to be implemented in the future, the company will timely fulfill the obligation of information disclosure in accordance with relevant regulations.
7、 Documents for future reference
Screenshots of Massachusetts orders, New York orders, New York contracts and emails.
It is hereby announced.
Andon Health Co.Ltd(002432) board of directors January 13, 2022
