Securities code: Suzhou Medicalsystem Technology Co.Ltd(603990) securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) Announcement No.: 2022033 Suzhou Medicalsystem Technology Co.Ltd(603990)
Progress announcement on the signing of the share transfer agreement by the actual controller, persons acting in concert and other shareholders, the signing of the conditional share subscription agreement and the change of control by the company
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 legal responsibility for the authenticity, accuracy and completeness of its contents. Important content: the basic information of this equity change is as follows: Mr. Weng Kang, the controlling shareholder of Mianyang Haoxiang Holding Co., Ltd. (hereinafter referred to as "Haoxiang holding" or "Transferee") and Ms. Yan huanghong, Mr. Wang Jianhua Part of the shares of Suzhou madiston Medical Technology Co., Ltd. (hereinafter referred to as " Suzhou Medicalsystem Technology Co.Ltd(603990) " or "the company") held by the shareholder Mr. Fu Hong (hereinafter referred to as "the transferor"); Meanwhile, the company plans to issue A-Shares to Haoxiang holdings in a non-public manner. This equity change does not touch the tender offer. After Haoxiang holdings plans to acquire Suzhou Medicalsystem Technology Co.Ltd(603990) part of the shares and the company plans to issue A-Shares to Haoxiang holdings in a non-public manner, Haoxiang holdings will become the controlling shareholder of the company, and the state owned assets supervision and Administration Office of Anzhou District, Mianyang City (hereinafter referred to as "state owned assets supervision and Administration Commission of Anzhou District, Mianyang City") will become the actual controller of the company.
On May 23, 2022, Mr. Weng Kang, the controlling shareholder of the company, Ms. Yan huanghong, Mr. Wang Jianhua and Mr. Fu Hong, the shareholder, signed the share transfer agreement with Haoxiang holdings. According to the agreement, Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong intend to transfer a total of 12631936 shares of the company's shares held by them to Haoxiang holdings at a transfer price of 26.6 yuan / share and a total transfer price of 33600949760 yuan, accounting for 7.63% of the total share capital of the company (hereinafter referred to as "this share transfer"). On May 23, 2022, Suzhou madiston Medical Technology Co., Ltd. and Mianyang Haoxiang Holding Co., Ltd. signed the share subscription contract of Suzhou madiston Medical Technology Co., Ltd. for A-share non-public offering in 2022 (hereinafter referred to as the "share subscription agreement"). Haoxiang holding plans to fully subscribe for 16546349 shares of the listed company, Accounting for 9.09% of the total share capital after issuance (less than
Hereinafter referred to as "this non-public offering"). After this non-public offering, the actual controller of the company was changed to the state owned assets supervision and Administration Commission of Anzhou District, Mianyang City. Haoxiang holdings will not transfer its shares within 18 months after the completion of the above transaction. At the same time, Haoxiang holdings issued a commitment letter on the shareholding increase plan; If Haoxiang holdings fails to pass the approval of the competent department by subscribing for the company's non-public A-share shares, Haoxiang holdings will increase its shares in the company by means of laws and regulations (including centralized bidding trading, block trading, etc.) within 12 months after becoming a shareholder of the company, and the proportion of the planned increase will exceed 7% of the shares held by Mr. Weng Kang. As of the disclosure date of this announcement, the transfer of shares by agreement still needs to fulfill the situation that the shareholders' meeting of the listed company deliberates and agrees to exempt the share restriction voluntarily promised by Yan huanghong, and the transfer of shares by agreement can only be handled in Shanghai Branch of China Securities Depository and clearing Co., Ltd. after the compliance confirmation of the share transfer by Shanghai Stock Exchange. As of the disclosure date of this announcement, the non-public offering of A-Shares (hereinafter referred to as "this non-public offering") has been approved by the competent State-owned Assets Supervision and administration authority; Relevant approval or approval procedures need to be performed, including but not limited to: the non-public offering plan has been deliberated and approved by the general meeting of shareholders of the company; The CSRC approved the non-public offering. The signing of share transfer agreement and share subscription agreement will not affect the normal production and operation of the company. For the follow-up matters involved in this transaction, the company will timely perform the obligation of information disclosure according to the progress. There is still uncertainty in this transaction. Please pay attention to the investment risk. I. Basic information of this equity change
(I) share transfer
On May 23, 2022, Mr. Weng Kang, the controlling shareholder of the company, Ms. Yan huanghong, Mr. Wang Jianhua and Mr. Fu Hong, the shareholder, signed the share transfer agreement with Haoxiang holdings. According to the agreement, Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong intend to transfer a total of 12631936 shares of the company's shares held by them (including 5468190 shares transferred by Weng Kang, 5569798 shares transferred by Yan huanghong, 993216 shares transferred by Wang Jianhua and Shanghai Aiko Solar Energy Co.Ltd(600732) shares transferred by Fu Hong) to Haoxiang holdings at a transfer price of 26.6 yuan / share and a total transfer price of 33600949760 yuan, accounting for 7.63% of the total share capital of the company. (II) non public offering of shares
On May 23, 2022, the company signed the share subscription agreement with Haoxiang holdings to subscribe for 16546349 non-public shares issued by the company to specific objects in cash, accounting for 9.09% of the total share capital after issuance. The total amount of funds raised from this non-public offering of A-Shares was 238927956 yuan. The final subscription amount will be determined according to the issuance plan approved by the CSRC.
This non-public offering constitutes a connected transaction. For details, the company disclosed it on the website of Shanghai Stock Exchange on the same day (www.sse. Com. CN.) Announcement of Suzhou Medicalsystem Technology Co.Ltd(603990) on related party transactions involved in issuing A-Shares to specific objects.
(III) changes in equity held by relevant entities in listed companies before and after this transaction
Before and after this transaction, the changes in the interests of relevant entities in the company are shown in the following table:
Name of shareholders before the transaction, after equity transfer and after non-public offering
Shareholding quantity shareholding ratio shareholding quantity shareholding ratio shareholding quantity shareholding ratio
(femoral) cases (femoral) cases (femoral) cases (femoral)
Wengkang 2187276013.22% 164045709.91% 164045709.01%
Yan huanghong 55697983.37% ---
Wang Jianhua 39728642.40% 29796481.80% 29796481.64%
Fu Hong 24029301.45% 18021981.09% 18021980.99%
Haoxiang Holdings -- 126319367.63% 2917828516.03%
After the completion of this non-public offering, Haoxiang holdings will hold 29165869 shares of the company, accounting for 16.03% of the total share capital of the company after the issuance. The controlling shareholder of the company is Haoxiang holdings, and the actual controller is the state owned assets supervision and Administration Commission of Anzhou District, Mianyang City.
Haoxiang holdings will not transfer the shares obtained from its equity changes within 18 months after the completion of the above transaction.
II. Basic information of all parties to the transaction
(I) share transferor
Name: Weng Kang
Gender male
Nationality China
ID card No.: 33080219
Address: Suzhou Industrial Park, Jiangsu Province
Mailing address: Suzhou Industrial Park, Jiangsu Province
Whether to obtain other countries or not
Residency in the region
Chairman and general manager of the company and concurrently served as madiston (Beijing) Medical Technology Co., Ltd
Executive director and general manager, executive director and general manager of Shanghai madiston Medical Technology Co., Ltd., executive director of Zhongke madiston Artificial Intelligence Research Institute (Suzhou) Co., Ltd., chairman of Jilin madiston Medical Technology Co., Ltd., chairman of Chongqing madiston Medical Technology Co., Ltd. and supervisor of bonaze (Beijing) Investment Co., Ltd.
1. Weng Kang
2. Fu Hong
Name: Fu Hong
Gender male
Nationality China
ID card No.: 43250319
Address: Nanjing East Road, Huangpu District, Shanghai
Mailing address: Nanjing East Road, Huangpu District, Shanghai
Have you obtained the right of residence in other countries or regions
Position: Director and deputy general manager of the company
3. Yan huanghong
Name: Yan huanghong
Gender female
Nationality China
ID card No.: 51022419
Address: Xijiao Road, Jiulongpo District, Chongqing
Mailing address: Xijiao Road, Jiulongpo District, Chongqing
Have you obtained the right of residence in other countries or regions
Employment status none
4. Wang Jianhua
Name: Wang Jianhua
Gender male
Nationality China
ID card No.: 33082419
Address: Fuxing Road, Haidian District, Beijing
Mailing address: Fuxing Road, Haidian District, Beijing
Have you obtained the right of residence in other countries or regions
Employment status none
(II) equity transferee and non-public offering subscriber
1. Basic information
Company name: Mianyang Haoxiang Holding Co., Ltd
Enterprise limited liability company (sole proprietorship of legal person invested or controlled by non natural person)
Main business location: Shop 101, building 16, west side of Dabei street, Zhenzhou District, Mianyang City, Sichuan Province (Haike and Huajun)
Legal representative: Jiang Jun
Registered capital: 500 million yuan only
Date of establishment: May 18, 2022
Unified social credit code 91510705mabmhf422
General items: enterprise headquarters management; Engineering management services; Housing lease; Packaging services (except for the items whose business scope must be approved according to law, the business activities shall be carried out independently according to law with the business license).
2. Equity control relationship
As of the disclosure date of this suggestive announcement, the equity control relationship of Haoxiang holdings is as follows:
As of the disclosure date of this announcement, Mianyang Anzhou Investment Holding Group Co., Ltd. (hereinafter referred to as "an investment group") is the controlling shareholder of Haoxiang holdings, and Sichuan Anzhou Development Group Co., Ltd. controls an investment group by holding 90% of the equity of an investment group; The state owned assets supervision and Administration Commission of Anzhou District, Mianyang City holds 100% of the equity of Sichuan Anzhou Development Group Co., Ltd. and is the actual controller of Haoxiang holdings.
3. Main business and financial situation
(1) Main business
Haoxiang holdings was established on May 18, 2022. As of the disclosure date of this announcement, Haoxiang Holdings has not actually carried out business.
The core business of security investment group, the controlling shareholder of Haoxiang holdings, is the operation and management of state-owned assets. (2) Brief financial information
Haoxiang holdings was established on May 18, 2022 and has not prepared the latest financial data.
The main financial data of the security investment group in the last three years are as follows: unit: 10000 yuan
202112.31/ 202012.31 / 201912.31 / project year 2021 year 2020 year 2019 year
Total assets 116704993116260719102367856
Total liabilities 7439487773453348 Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) 16
Net assets 4231011542807372 42
