On May 22, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) announced that the subsidiary dendreon pharmaceuticals LLC planned to purchase 2 million shares of global cord blood Corporation (hereinafter referred to as “international cord blood bank”) held by AMC fund, L.P., accounting for 1.65% of the total shares of the international cord blood bank.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) said that in the past few months, due to the influence of market and other factors, the share price of the international umbilical cord blood bank could not objectively reflect the real value of the company. After negotiation, the transfer price was based on the net assets per share of the international umbilical cord blood bank of US $6.18 as of December 31, 2021, with a premium of 5.13%, and the transaction consideration was finally confirmed to be US $13 million.
As the international umbilical cord blood bank is a company controlled by Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) controlling shareholder sanbo Group Co., Ltd. (hereinafter referred to as “sanbo group”), according to the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
Prior to this transaction, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) held 6.09% of the property of Nanjing Yingpeng Huikang medical industry investment partnership (limited partnership) (hereinafter referred to as “Yingpeng Huikang”), and Yingpeng Huikang held 99.65% of the property of Shanghai Lanhai Kerui financial information service partnership (limited partnership) (hereinafter referred to as “Lanhai Kerui”), Blue ocean Kerui holds 65.43% equity of the international umbilical cord blood bank through its wholly-owned subsidiary blue ocean structure Investment Company Ltd. After this transaction, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) will directly hold 1.65% of the shares of the international umbilical cord blood bank.
According to the announcement, the international umbilical cord blood bank, established on January 17, 2008, is a life technology enterprise focusing on the storage of umbilical cord blood hematopoietic stem cells. The main business of the international umbilical cord blood bank mainly comes from the domestic subsidiaries Beijing jiachenhong Biotechnology Co., Ltd., Guangzhou Tianhe Noah Bioengineering Co., Ltd. and Zhejiang Lvkou Biotechnology Co., Ltd., which operate the umbilical cord blood hematopoietic stem cell banks in Beijing, Guangdong Province and Zhejiang Province respectively.
In recent years, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) continued to make efforts in the field of general health.
In the 2021 annual report, the company said that the subsidiary Shandong Qilu stem cell engineering Co., Ltd. (hereinafter referred to as “Qilu stem cells”) has carried out in vitro culture of umbilical cord mesenchymal stem cells, placental stem cells, umbilical cord blood pluripotent stem cells, adipose stem cells and neural stem cells based on the established stem cell separation, purification and identification and low-temperature cryopreservation technologies around the major scientific and technological needs and market product needs of stem cell engineering Research on Key Technologies of amplification and directional induction differentiation, and carried out research on transplantation or treatment methods and quality control standards of stem cells or immune effector cells, so as to realize the transformation of relevant R & D achievements and large-scale industrial development.
For this acquisition, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) also said that Qilu stem cell owns Shandong umbilical cord blood hematopoietic stem cell bank, and its main business is the same as that of the international umbilical cord blood bank. By participating in the international umbilical cord blood bank, the company helps to strengthen the cooperation between Qilu stem cells and the three umbilical cord blood hematopoietic stem cell banks under the international umbilical cord blood bank in terms of technical exchange, business publicity, talent training and customer service, help to strengthen the education of consumers, patients and doctors, and improve the market penetration of the storage and application of umbilical cord blood hematopoietic stem cells nationwide.
In April this year, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) once announced that in order to further focus on the company’s big health business and expand the company’s upstream and downstream industrial chain in the field of big health business, the company plans to exchange assets with Nanjing sanbo Medical Management Co., Ltd. (hereinafter referred to as “Nanjing sanbo medical”), The company replaced the 100% equity of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Real Estate Development Co., Ltd. (hereinafter referred to as “Xinbai real estate”) held by the company with 80% equity of Xuzhou new health geriatric hospital Co., Ltd. (hereinafter referred to as “Xuzhou new health”) held by Nanjing sanbo medical.
The rationality of this connected transaction was immediately questioned by regulators.
According to the announcement, the audited net assets of Xuzhou new health in 2021 were 460 million yuan. This transaction adopted the income method, and the appraisal price was 2.19 billion yuan, with a value-added rate of 380.82%. Previously, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) announced in May 2019 that it planned to transfer 20% equity of Xuzhou sanbo medical held by Nanjing sanbo medical in cash at a transfer price of 150 million yuan. Xuzhou sanbo medical’s main operating assets are Xuzhou new health hospital. The total equity value of shareholders is 770 million yuan after being assessed by income method.
The inquiry letter requires Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) to explain the reasons and rationality of the current valuation far higher than the previous one under the condition that there is no significant change between the current assets and operation of Xuzhou new health and the basis of the previous prediction. So far, the above inquiry has not been answered.
