Nan Jing Xin Jie Kou Department Store Co.Ltd(600682)
About purchasing international umbilical cord blood bank enterprise group
Announcement of partial equity and related party transactions
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 note: introduction to the transaction content: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) (hereinafter referred to as Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) , the company or the company) subsidiary dendreon pharmaceuticals LLC (hereinafter referred to as dendreon) plans to purchase 2 million shares of global core blood Corporation (hereinafter referred to as co group or international umbilical cord blood Bank) held by AMC fund, L.P. (hereinafter referred to as AMC Fund) for us $13 million (hereinafter referred to as the transaction). The subject matter of this transaction is the enterprise controlled by the actual controller of the company. This transaction constitutes a related party transaction, but does not constitute a major asset reorganization, so it does not need to be submitted to the general meeting of shareholders for deliberation.
In the past 12 months, the company has not conducted the same transaction with the same related person or the same transaction with different related persons.
1、 This transaction
(I) transaction overview
The international cord blood bank has cord blood hematopoietic stem cell banks in Beijing, Zhejiang and Guangdong. Its main business is the storage and application of neonatal cord blood hematopoietic stem cells. Shandong Qilu stem cell engineering Co., Ltd. (hereinafter referred to as Qilu stem cells), which is controlled by the company, owns Shandong umbilical cord blood hematopoietic stem cell bank, and its main business is the same as that of 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.
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 9964799% 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.
In this transaction, dendreon, a subsidiary of the company, plans to pay US $13 million in cash to purchase 2 million shares of the international umbilical cord blood bank held by amcfund, accounting for 1.65% of the total shares of the international umbilical cord blood bank. 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.
The international umbilical cord blood bank, the subject of this transaction, is a company controlled by the company's 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.
This transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and this transaction does not need to be submitted to the general meeting of shareholders for deliberation.
2、 Introduction to related parties
(I) relationship
The international umbilical cord blood bank, the subject of this transaction, is a company controlled by the company's controlling shareholder Sanxian group.
(II) basic information of related parties
Company name: sanbo Group Co., Ltd
Registered capital: 2 million yuan
Legal representative: Yuan Yafei
Date of establishment: April 28, 1995
Enterprise type: limited liability company
Registered address: building 01, No. 68, software Avenue, Yuhuatai District, Nanjing
Actual controller: Yuan Yafei
Business scope: real estate development and operation; Computer network engineering design, construction and installation
Install; Electronic computer and accessories, communication equipment (excluding satellite ground receiving)
Facilities) development, research, production, sales and after-sales service and consultation; Photograph
Shadow equipment, metal materials, building decoration materials, hardware and electricity, water heater
Materials, ceramic products, electrical machinery, auto parts, general merchandise, knitwear and textiles, electricity
Sales of sub dictionaries (non Publications), calculators, cultural and educational office supplies; home
Electrical maintenance; Industrial investment; Investment management; Self support and agency of various commodities and
Import and export of Technology (goods restricted or prohibited by the state)
And Technology); Biomedical technology services; Medical services; Health management
Manage. (projects subject to approval according to law can only be opened after being approved by relevant departments
(business activities)
Sanbo group is the controlling shareholder of the listed company, and its daily connected transactions with the listed company have been performed and disclosed in accordance with the regulations. In addition, there is no other relationship with the listed company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
3、 Basic information of counterparty
(I) basic information of counterparties
Company name: AMC fund, L.P
Legal representative: Kent McCarthy
Company type: limited partnership
Registered address: 7335 cottonwood drive, Shawnee, KS 66216, U.S.A
Business scope: Investment Fund
Main business: invest in tradable securities
Major shareholder and Kent C. McCarthy
International controller:
There is no other relationship between the counterparty and the company in terms of property rights, business, assets, creditor's rights and debts, personnel, etc.
4、 Basic information of transaction object
The subject matter of this transaction is the equity of the international umbilical cord blood bank enterprise group.
Company name: global core blood Corporation (Chinese name is international)
With blood bank (Enterprise Group)
Registered capital: USD 25100
Place of listing; New York Stock Exchange
Securities code: NYSE: Co
Place of establishment: Cayman Islands
Registered address: Cricket square, Hutchins drive, P.O. Box 2681,
Grand Cayman, KY1-1111, Cayman Islands
Date of establishment: January 17, 2008
Scope: cord blood hematopoietic stem cell storage. Cord blood hematopoietic stem cell storage
Major shareholders and each Nanjing Ying Peng Asset Management Co., Ltd.:
Proportion of self owned shares: 65.43%
Kent C McCarthy：6.27%
Magnum Opus International (PTC) Limited：5.44%
Founded on January 17, 2008, the international cord blood bank is a life technology enterprise mainly engaged in cord blood hematopoietic stem cell storage. With the rapid development of life science research and the increasing scope of clinical application of hematopoietic stem cell transplantation, CO group is committed to providing neonatal parents in China and Asia with cord blood storage services for their children and taking care of the life and health of newborns in the process of growth.
Co group first obtained the practice license of umbilical cord blood hematopoietic stem cell bank issued by the Ministry of health of the people's Republic of China (now known as the national health and Family Planning Commission of the people's Republic of China, hereinafter referred to as the health and Family Planning Commission), provided umbilical cord blood storage business in Beijing, Guangdong Province and Zhejiang Province, and enjoyed the exclusive right to operate locally; At the same time, it is also the largest professional umbilical cord blood storage institution in China and one of the initiators of asiacord, a highly recognized non-profit organization in the industry.
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.
(II) ownership of the transaction object
The ownership of the subject matter of the transaction is clear, there is no mortgage, pledge and other transfer restrictions, no litigation, arbitration matters, or judicial measures such as seizure and freezing, and there are no other circumstances that hinder the transfer of ownership.
(III) main financial information of the transaction object
Currency: RMB unit: 10000 yuan
Project December 31, 2021 March 31, 2021 March 31, 2020
Total assets 839772607906329072198530
Total liabilities 361012903517878033313620
Net assets 478759704388451038884910
Project March 31, 2021 - fiscal year 2021 fiscal year 2020
December 31, 2021
Operating income 94604601159639012214600
Net profit 402685051620504777280
(the subject matter is the shares of companies listed on the New York Stock Exchange. The fiscal year ends on March 31 of each year. The financial data of the fiscal year is audited by KPMG Huazhen LLP, and the audit report is standard and unqualified.)
5、 Evaluation and pricing of the subject matter of the transaction
(I) pricing situation and basis
The transaction consideration of this transaction is determined by both parties through fair negotiation based on the principle of market-oriented transaction, and the factors such as net assets per share, return on net assets and market performance of the international umbilical cord blood bank are taken as the pricing basis. In the past few months, due to the influence of market and other factors, the stock price of international umbilical cord blood bank can not objectively reflect the real value of the company. Through negotiation, the transfer price is based on the net assets per share of international umbilical cord blood bank of US $6.18 as of December 31, 2021, with a premium of 5.13%, and the transaction consideration is finally confirmed to be US $13 million. The pricing fully takes into account the historical operation of the target company, the level of net assets per share, the umbilical cord blood industry and the changes in the capital market environment and other factors, which is in line with relevant market practices. The pricing of this transaction is fair and reasonable, and there is no damage to the rights and interests of listed companies and shareholders, especially small and medium-sized shareholders.
6、 Main contents and performance arrangements of the transaction agreement
(I) agreement subject
Buyer: dendreon pharmaceuticals LLC
Seller: AMC fund, L.P
(II) subject consideration
1. The subject matter of the transaction is 2 million shares of global core blood Corporation
2. Transaction consideration: US $13 million in cash
(III) payment method and payment period
On the date of signing the agreement, the buyer paid the seller US $2 million by telegraphic transfer. At the time of delivery, the buyer will pay the seller the remaining payment of US $11 million.
(IV) delivery conditions
The target company shall conduct the settlement after holding an extraordinary general meeting and passing a special resolution.
(V) applicable law and dispute resolution
The agreement shall be governed by the laws of the state of New York in the United States, and the disputes related to the agreement shall be submitted to the courts with jurisdiction in the state of New York.
6、 Impact of this transaction on Listed Companies
Through direct investment in the international umbilical cord blood bank, the company strengthens 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, which helps to expand the company's business in the storage and application of umbilical cord blood hematopoietic stem cells and improve the company's competitiveness. This transaction will not generate new horizontal competition.
The capital source of this transaction is the company's own funds, and the risk exposure undertaken by the company is limited to the investment amount. This transaction will not have a significant impact on the operation of the company in this fiscal year.
7、 Risk of this transaction
The subject company's stock price fluctuates due to the influence of policy changes, market competition and other factors, and there is a risk of uncertainty in investment income.
The company will timely perform the obligation of information disclosure according to the subsequent progress of the transaction. Please pay attention to the investment risk.
8、 Review procedures to be performed in this transaction
The company issued a communication form on May 17, 2022
