Securities code: Ningbo Menovo Pharmaceutical Co.Ltd(603538) securities abbreviation: Ningbo Menovo Pharmaceutical Co.Ltd(603538) Announcement No.: 2022050 bond Code: 113618 bond abbreviation: Meinuo convertible bond
Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Announcement on signing the framework agreement on strategic cooperation and equity transfer
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:
The company signed the strategic cooperation and equity transfer framework agreement with Jimin credible investment. The company plans to transfer 84.57% of the equity of Liaoyuan pharmaceutical to Jimin credible investment, with a transaction consideration of 537019500 yuan, and all the transaction consideration will be paid in cash. At the same time, the two sides reached a strategic cooperation intention based on their respective industrial advantages and needs.
Based on the financial statements of Liaoyuan pharmaceutical as of December 31, 2021 and the expectation of its future development, the two parties have negotiated and proposed that the transaction consideration is 537019500 yuan. If the transaction consideration is lower than the evaluation value of the transaction object in the asset evaluation report issued by the subsequent evaluation institution, the two parties will negotiate the transaction consideration separately.
This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring, and there are no major legal obstacles to the implementation of the transaction.
This transaction has been deliberated and approved at the 10th meeting of the Fourth Board of directors of the company. After the subsequent specific matters are clarified, it will be submitted to the board of directors and the general meeting of shareholders of the company for deliberation.
The framework agreement on strategic cooperation and equity transfer is a framework agreement reached through friendly negotiation between the two parties. The specific cooperation details and final transaction consideration need to be reviewed and decided separately according to the actual promotion. There are uncertainties in the progress of follow-up cooperation. Please pay attention to investment risks.
The equity transfer is expected to generate an investment income of 241062900 yuan. After deducting the impact of income tax and the original expected contribution of the subject matter to be transferred to the net profit attributable to the parent company of about 6 million yuan, it is expected to increase the net profit attributable to the parent company by 174797200 yuan.
1、 Transaction overview
(I) basic information of the transaction
Ningbo Menovo Pharmaceutical Co.Ltd(603538) (hereinafter referred to as "the company") has built a one-stop service capacity and system for cdmo business and has excellent R & D and production service undertaking capacity by virtue of its continuous and deep cultivation in the field of chemical small molecule cdmo. At the same time, the company has abundant high-specification API and intermediate production capacity. Jiminxin group, led by Jiangxi jiminxin Group Co., Ltd., is a well-known modern health industry group in China, and has been listed in the top 10 of China Meheco Group Co.Ltd(600056) industrial top 100 for many consecutive years. At present, Jimin believable group is actively arranging the research and development of innovative drugs. At present, it has more than 20 types of class 1 new drugs under research, and there is a large demand for cdmo production capacity; At the same time, based on the development strategy of Jimin credible group, there is a need to obtain its own API and intermediate production base. Based on the principle of "resource sharing, complementary advantages, mutual benefit and win-win and common development", jiminxin group plans to take the company as an important partner in the field of cdmo of innovative drugs and cooperate with the company in the R & D and production of innovative drugs.
Considering the needs of optimizing the company's own production capacity structure and accelerating strategic upgrading and transformation, the company and Jiangxi jiminxin Pharmaceutical Industry Investment Co., Ltd. (hereinafter referred to as "jiminxin investment") signed the strategic cooperation and equity transfer framework agreement (hereinafter referred to as "the agreement") in Ningbo, Zhejiang Province on May 1, 2022. The company plans to transfer 84.57% equity of Zhejiang Liaoyuan Pharmaceutical Co., Ltd. (hereinafter referred to as "Liaoyuan pharmaceutical") to Jimin credible investment at the transaction consideration of 537019500 yuan, so as to meet its demand for the production capacity of APIs and intermediates.
The transaction consideration of 537019500 yuan is based on Liaoyuan pharmaceutical's financial statements as of December 31, 2021 and its expectation of future development. After negotiation, both parties will negotiate the transaction consideration separately if the transaction consideration is lower than the evaluation value of the transaction object in the asset evaluation report issued by the subsequent evaluation institution. After the completion of the above equity transfer, the company will no longer hold the equity of Liaoyuan pharmaceutical, and Liaoyuan pharmaceutical will no longer be included in the scope of the company's consolidated statements.
(II) implementation of review procedures
The signing of the agreement has been deliberated and adopted at the 10th meeting of the Fourth Board of directors held on April 29, 2022.
The subsequent specific cooperation details and final transaction consideration need to perform the corresponding deliberation and decision-making procedures according to the actual promotion.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization of listed companies as stipulated in the administrative measures for major asset reorganization of listed companies. There are no major legal obstacles to the implementation of the transaction.
2、 Basic information of the counterparty
Name of counterparty: Jiangxi jiminxin Pharmaceutical Industry Investment Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Unified social credit Code: 91360106076870379y
Registered capital: 32 million yuan
Registered address: No. 3333, yaohubei Avenue, Nanchang high tech Industrial Development Zone, Nanchang City, Jiangxi Province
Date of establishment: September 2, 2013
Legal representative: Li Yihai
Business scope: pharmaceutical industry investment, industrial investment and investment consulting (except finance, securities, futures and insurance); Technical consultation; Enterprise management consulting; Economic and trade consultation. (except for the patent provisions of the above projects)
The main shareholders are as follows:
Shareholder name shareholder nature shareholding ratio
Li Yihai 81.25% natural persons
Li Xin: 18.75% of domestic natural persons
Total 100.00%
As of December 31, 2021, the total assets of Jimin credible investment were 38190334 million yuan, the net assets were 19035137 million yuan, the operating income in 2021 was 119 thousand yuan, and the net profit was 2842717 million yuan. (the above data have not been audited)
As of the disclosure date of this announcement, Jimin credible investment has no relationship with the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of transaction object
(I) description of the name, category and ownership of the subject matter of this transaction
The subject matter of this transaction is the 84.57% equity of Liaoyuan pharmaceutical held by the company, and the transaction category belongs to the sale of equity to non related parties.
The ownership of the above equity is clear, there is no mortgage, pledge or any other restriction or prohibition on transfer, there is no litigation, arbitration or judicial coercive measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(II) basic information of the target company
Company name: Zhejiang Liaoyuan Pharmaceutical Co., Ltd
Unified social credit Code: 913310 Shenzhen Glory Medical Co.Ltd(002551) 968934
Enterprise type: other joint stock limited companies (unlisted)
Registered capital: RMB 28109628
Registered address: Linhai Park, chemical API base, Linhai City, Taizhou City, Zhejiang Province
Date of establishment: March 26, 1994
Legal representative: Tu Ying
Business scope: chemical API manufacturing; Manufacturing of organic intermediates; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
(III) share capital structure of the subject company
As of the disclosure date of this announcement, the equity structure of the subject company is as follows:
Serial number shareholder name shareholding ratio number of shares (10000 shares)
1 Ningbo Menovo Pharmaceutical Co.Ltd(603538) 84.57% 2,3771218
2 Tu Ying 6.16% 1405770
3 Tu Xiongfei 5.00% 1732640
4 Taizhou Huayu investment management partnership (limited partnership) 4.27% 1200000
Total 100.00% 28109628
(IV) financial status of the subject company
According to the standard unqualified audit report issued by Lixin Certified Public Accountants (special general partnership) with securities and futures business qualification on the financial statements of Liaoyuan pharmaceutical in 2020 and 2021, the main financial data of the subject company are as follows:
Monetary unit: RMB
December 31, 2021 / December 31, 2020/
2021 (audited) 2020 (audited)
Total assets 4773896172542380676293
Total liabilities 1625845421814016325324
Total owner's equity (net assets) 3148050750728364350969
Operating income 2262438198229764797447
Net profit 3083 Qingdao Kingking Applied Chemistry Co.Ltd(002094) 2654590763
Net profit after deducting non recurring profit and loss: 29738626-
(V) assets appraisal of the subject company
Taking December 31, 2021 as the appraisal base date, Yinxin Asset Appraisal Co., Ltd. issued the asset appraisal report of relevant asset group appraisal project of Zhejiang Liaoyuan Pharmaceutical Co., Ltd. including goodwill involved in Ningbo Menovo Pharmaceutical Co.Ltd(603538) proposed goodwill impairment test [Yinxin pingbao Zi (2022) Hu No. 0724]. At present, Yinxin Assets Appraisal Co., Ltd. is evaluating the assets of Liaoyuan pharmaceutical for this equity transfer.
(VI) the scope of the company's consolidated statements has changed due to this transaction
Before this equity transfer, Liaoyuan pharmaceutical, as a holding subsidiary of the company, was included in the scope of the company's consolidated statements; After this equity transfer, the company will no longer hold shares in Liaoyuan pharmaceutical, and Liaoyuan pharmaceutical will no longer be included in the scope of the company's consolidated statements.
(VII) other information of the target company
In February 2015, the company increased the capital of Liaoyuan pharmaceutical with monetary capital of 64.877 million yuan. After this capital increase, the company held 28.85% equity of Liaoyuan pharmaceutical. From 2017 to 2019, the company successively acquired part of the equity of Liaoyuan pharmaceutical at a total transaction consideration of 200625 million yuan, and completed all equity delivery in June 2019. So far, the company holds 84.57% equity of Liaoyuan pharmaceutical.
At present, Liaoyuan pharmaceutical's main products are duloxetine hydrochloride, mirtazapine, clopidogrel and other products. After the equity transfer of Liaoyuan pharmaceutical is completed, the company's product types will be reduced in the short term. The subsequent company will actively give full play to the advantages of multiple production bases, continue to develop new products and increase investment in cdmo business.
4、 Analysis of main contents and performance capacity of the agreement
(I) main terms of the agreement
1. Parties to the agreement
Acquirer: Jiangxi jiminxin Pharmaceutical Industry Investment Co., Ltd
Seller: Ningbo Menovo Pharmaceutical Co.Ltd(603538)
Target company: Zhejiang Liaoyuan Pharmaceutical Co., Ltd
Transaction object: 84.57% equity of Zhejiang Liaoyuan Pharmaceutical Co., Ltd
2. Transaction valuation
With reference to the financial position of the target company as of December 31, 2021, the valuation of 100% equity of the target company is RMB 635 million. The transaction consideration of the subject matter of the proposed acquisition transaction is RMB 537019500. The valuation shall not be lower than the asset appraisal issued by an appraisal institution with securities business qualification hired by the seller
