Securities code: 000710 securities abbreviation: Berry Genomics Co.Ltd(000710) Announcement No.: 2022-007 Berry Genomics Co.Ltd(000710)
With regard to the announcement that the company waives the right of equity acquisition of Fujian Herui acquiree in the first window period, the company and all members of the board of directors guarantee that the content of information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Overview of this waiver of acquisition rights
According to the “special agreement” in article 2.9 of the shareholders\’ agreement (Fourth Amendment) concerning Fujian Herui Gene Technology Co., Ltd.: during the period from the first day of the month in the 49th (49th) month to the last day of the month in the 51st (51st) month after the (a) round a settlement date (calculated from the next month of the natural month in which the round a settlement date is located, the same below), Or (b) during the period from the first day of the sixty first (61st) month to the last day of the sixty third (63rd) month after the round a closing date, the company has the right to send a written notice to the round a equity and management shareholders according to the purchase price of the company, Purchase all the round a equity held by the acquiree at that time or the equity of the company directly or indirectly held by the management shareholders (for details, see “v. main contents of the shareholders agreement 4, Berry Genomics Co.Ltd(000710) future acquisition right” in the announcement on abandoning the preemptive subscription right for capital increase and share expansion of subsidiaries and related party transactions (Announcement No.: 2021-045) disclosed by the company on cninfo.com ）。
The above “period from the first day of the forty ninth (49th) month to the last day of the fifty first (51st) month” is: February 1, 2022 to April 30, 2022, hereinafter referred to as “the first window period”. As of the date of this announcement, the list of the above “acquiree” is as follows:
Shareholder name shareholder type shareholding ratio
Management shareholders of Pingtan heruijuncheng equity investment partnership (limited partnership) 8.39%
Management shareholders of Shanghai inger garland enterprise management consulting partnership (limited partnership) 1.61%
Zhuhai Junlian Rongde equity investment enterprise (limited partnership) round a investor 18.67%
Boyu Jingtai (Shanghai) equity investment partnership (limited partnership) round a investor 14.37%
7.29% of series a investors of Qiming Rongke equity investment partnership (limited partnership) in Suzhou Industrial Park
Suzhou Industrial Park Qihua phase I Investment Center (limited partnership) round a investor 3.33%
Suzhou Qiming Rongxin equity investment partnership (limited partnership) round a investor 3.33%
Zhuhai Siyi equity investment fund (limited partnership) round a investor 2.33%
Zhuhai Sili equity investment fund (limited partnership) round a investor 2.33%
Suzhou Qiming Rongying venture capital partnership (limited partnership) round a investor 0.42%
Total 62.06%
The company will give up the equity acquisition right (hereinafter referred to as “this waiver”) to the acquiree of Fujian Herui Gene Technology Co., Ltd. (hereinafter referred to as “Fujian Herui”) in the first window period.
2、 Impact of this waiver of acquisition right
The company’s waiver of the acquisition right is based on the current market valuation and business operation of the tumor business company, combined with the current financial situation of the company and Fujian Herui, which is in line with the company’s development arrangement at this stage.
After giving up the acquisition right this time, the company will continue to layout the tumor business field in the form of equity participation, will continue to have the option to purchase the equity of Fujian and Rui acquiree in the future, and can enjoy the dividend of tumor business development in the future. At the same time, the company will concentrate advantageous resources, focus on the development of the company’s genetic line, big data and other fields, and actively improve and enhance the company’s current operation and performance level. The waiver of the acquisition right does not damage the interests of the company and all shareholders.
3、 Deliberations
The 15th meeting of the ninth board of directors of the company deliberated and approved the proposal on the company’s abandonment of the right to implement equity acquisition of Fujian and Rui acquiree in the first window period and agreed to submit the above matters to the general meeting of shareholders for deliberation. The affiliated directors Mr. Zhou Daixing, Ms. Wang Hongxia and Mr. Wang Junfeng have avoided voting, and the independent directors have approved and expressed their agreed independent opinions on the matter in advance.
4、 Documents for future reference
1. Announcement on resolutions of the 15th meeting of the 9th board of directors
2. Prior approval opinions and independent opinions of independent directors on matters related to the 15th meeting of the ninth board of directors
It is hereby announced.
Berry Genomics Co.Ltd(000710) board of directors January 14, 2022
