Securities code: Suzhou Medicalsystem Technology Co.Ltd(603990) securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) Announcement No.: 2022029 Suzhou Medicalsystem Technology Co.Ltd(603990)
Announcement on signing conditional share subscription agreements and related party transactions with specific objects
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 note: this non-public offering of A-Shares (hereinafter referred to as “this non-public offering”) has been deliberated and approved at the 27th meeting of the third board of directors and the 20th meeting of the third board of supervisors held by Suzhou madiston Medical Technology Co., Ltd. (hereinafter referred to as “the company” or “listed company”) on May 23, 2022
If yes, 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. This non-public offering will not affect the normal production and operation of the company, and there is no situation that damages the interests of the company and minority shareholders. For the follow-up matters involved in this non-public offering, the company will timely perform the obligation of information disclosure according to the progress
As there are still uncertainties in this transaction, please pay attention to the investment risks. 1、 Overview of related party transactions
(I) overview of related party transactions
On May 23, 2022, the company and Mianyang Haoxiang Holding Co., Ltd. (hereinafter referred to as “Haoxiang holding”) signed the share subscription contract for Suzhou Medicalsystem Technology Co.Ltd(603990) non-public development of A-share shares with effective conditions (hereinafter referred to as “share subscription agreement”). Haoxiang holding plans to subscribe 16546349 non-public shares of the company in cash, accounting for 9.09% of the total share capital after issuance (hereinafter referred to as “this non-public offering”). The final subscription amount will be determined according to the issuance plan approved by the CSRC.
(II) relationship
Before the announcement of the non-public offering plan, Haoxiang holdings did not hold shares in the company. Chen Ning, the director of the company, is currently the Deputy Secretary of the Party committee, director and general manager of Mianyang Anzhou Investment Holding Group Co., Ltd. (hereinafter referred to as “safety investment group”), and safety investment group is the controlling shareholder of Haoxiang holdings. In addition to the above circumstances, Haoxiang holding has no other related relationship with the listed company, the controlling shareholder, actual controller, directors, supervisors and senior managers of the company. On May 23, 2022, Haoxiang holdings signed the share transfer agreement with Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong. According to the agreement, Weng Kang, Yan huanghong, Wang Jianhua and Fu Hong plan to transfer their total 12631936 shares (accounting for 7.63% of the total share capital of the company before this issuance, hereinafter referred to as “transferred shares”) to Haoxiang holdings. On the same day, the company signed the share subscription agreement with Haoxiang holdings. Haoxiang holdings plans to subscribe for 16546349 non-public shares of the company in cash, accounting for 9.09% of the total share capital after issuance.
Assuming that based on the number of 16546349 shares issued this time, Haoxiang holding will hold 29165869 shares of the listed company after the issuance and the transfer of shares, with a shareholding ratio of 16.03%, the controlling shareholder of the listed company will be changed to Haoxiang holding, and the actual controller will be changed to 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”).
Therefore, according to the relevant provisions of the stock listing rules of Shanghai Stock Exchange (revised in December 2020), Haoxiang holding is a related party of the company, and Haoxiang holding’s participation in the subscription of this non-public offering constitutes a related party transaction with the company.
(III) approval procedure
1. On May 23, 2022, the 27th meeting of the third board of directors and the 20th meeting of the third board of supervisors deliberated and adopted the proposal on the company’s compliance with the conditions for non-public development of a shares, the proposal on the company’s plan for non-public development of A-Shares in 2022, and the proposal on the company’s plan for non-public development of A-Shares in 2022 Proposal on related party transactions involving non-public development of shares of the company; The independent directors approved the related party transaction in advance and expressed their independent opinions.
2. The following procedures must be performed for this related party transaction: (1) the non-public offering plan was reviewed and approved by the general meeting of shareholders of the company; (2) The CSRC approved the non-public offering.
3. This connected transaction does not constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of related parties
(I) basic information of Haoxiang Holdings
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).
(II) equity control relationship
As of the disclosure date of this announcement, the equity control relationship of Haoxiang holdings is as follows:
As of the disclosure date of this announcement, the security investment group is the controlling shareholder of Haoxiang holdings, and Sichuan Anzhou Development Group Co., Ltd. controls the security investment group by holding 90% of the equity of the security 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.
(III) 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.
As of the disclosure date of this announcement, the main financial data of the security investment group in the last three years are as follows: unit: 10000 yuan
Project: December 31, 2021 / December 31, 2020 / December 31, 2019/
20212020 2019
Total assets 116704993116260719102367856
Total liabilities 7439487773453348 Zhejiang Kanglongda Special Protection Technology Co.Ltd(603665) 16
Net assets 423101154280737242001340
Operating income 31534064335008199747739
Total profit 1070351840981609601
Net profit 843881451358433362
Asset liability ratio 63.75%, 63.18%, 58.97%
Note: the above financial data have been the standard unqualified audit report issued by Zhongxi Certified Public Accountants (special general partnership).
3、 Basic information of related party transactions
The subject matter of this transaction is the company’s non-public offering of 16546349 ordinary shares (A shares), with a par value of RMB 1.00 per share. The final number of shares issued this time shall be subject to the number approved by the CSRC.
4、 Pricing basis of related party transactions
The company’s shares are issued at lock price, and the pricing benchmark date is the announcement date of the resolution of the 27th meeting of the third board of directors. The board of directors determined that the issue price of this issue is 14.44 yuan / share, which is 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date (average trading price of shares 20 trading days before the pricing benchmark date = total trading volume of shares 20 trading days before the pricing benchmark date / total trading volume of shares 20 trading days before the pricing benchmark date), which is in line with the provisions of the detailed rules for the implementation of non-public offering of shares by listed companies.
During the period from the pricing benchmark date of this non-public offering to the issuance date, if the company has ex rights and ex interests matters such as dividend distribution, share distribution and conversion of capital reserve into share capital, the issuance price will be adjusted accordingly in accordance with the relevant rules of Shanghai Stock Exchange.
5、 Main contents of related party transaction contract
The main contents of the share subscription agreement are as follows:
(I) agreement subject
1. Party A: Suzhou Medicalsystem Technology Co.Ltd(603990)
2. Party B: Mianyang Haoxiang Holding Co., Ltd
(II) subscription price, subscription quantity, subscription method, sales restriction period and payment method
1. Subscription price: the pricing benchmark date of this non-public offering is the announcement date of the resolution of the board of directors of this non-public offering (May 24, 2022). The issue price is 14.44 yuan / share, which is no less than 80% of the average trading price of Party A’s shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date); In case of ex dividend and ex right behaviors of Party A’s shares, such as dividend distribution, bonus shares, conversion of share capital and so on, from the pricing benchmark date to the issuance date, the issuance price will be adjusted accordingly. 2. Subscription quantity: Party A’s non-public offering of shares this time is 16546349 shares, of which Party B subscribes 16546349 shares; If Party A’s shares are subject to ex right and ex interest behaviors such as dividend distribution, share distribution, conversion of share capital and so on from the pricing benchmark date (the announcement date of the resolution of the 27th meeting of the third board of directors of Party A) to the issuance date, the number of shares subscribed by Party B will be adjusted accordingly.
If there are other provisions in the documents approved by the China Securities Regulatory Commission for this issuance, if the total number of shares in this non-public offering is reduced due to changes in regulatory policies or in accordance with the requirements of the issuance approval documents, the number of non-public shares subscribed by Party B shall be reduced accordingly.
3. Subscription method: this offering is made through non-public offering to Party B, all of which are subscribed in cash. 4. Restricted sale period: the shares subscribed by Party B shall not be transferred within 18 months from the end of this non-public offering. 5. Payment method: after the non-public offering is approved by the China Securities Regulatory Commission and receiving the payment notice issued by Party A and the sponsor (lead underwriter) of the non-public offering, Party B shall transfer all the subscription price in one time to the account specially opened by the sponsor (lead underwriter) for the offering in accordance with the payment notice issued by Party A and the sponsor (lead underwriter). After the capital verification of this issuance, all the above subscription prices shall be transferred to the special storage account of Party A’s raised funds after deducting relevant expenses.
(III) effective conditions
1. This contract is established on the date when the legal representatives or authorized representatives of both parties sign and affix official seals, and all the following conditions are met as the premise for its effectiveness:
(1) The board of directors and the general meeting of shareholders of Party A approve the non-public offering;
(2) Party A’s non-public offering has been approved by the China Securities Regulatory Commission;
2. If any of the conditions agreed in the preceding paragraph of this article is not fulfilled, this contract shall not come into force.
(IV) liability for breach of contract
1. After the contract is signed, if either party fails to perform or fails to timely and properly perform any of its obligations under the contract, or violates any statement, guarantee or commitment made under the contract, it shall bear corresponding legal liabilities in accordance with the law.
2. If this issuance is not deliberated and approved by the board of directors and the general meeting of shareholders of Party A or approved by the China Securities Regulatory Commission, it shall not be deemed as a breach of contract by either party.
3. If one party seriously violates any provision of this contract and the breaching party fails to remedy such breach within 30 days after the non breaching party sends a written notice to the breaching party requiring the breaching party to take immediate action to remedy such breach, the non breaching party may send a written notice to the breaching party to terminate this contract and require the breaching party to compensate the non breaching party for its losses.
4. If either party fails to perform or partially fails to perform its obligations under the contract due to force majeure and no fault of itself, it will not be deemed as breach of contract, but it shall take all necessary relief measures to reduce the losses caused by force majeure if conditions permit. In case of force majeure, the party shall notify the other parties of the event in writing as soon as possible, and submit a report on the reasons for the failure or partial failure to perform the obligations of the contract and the need to delay the performance to the other parties within 15 days after the occurrence of the event. If the force majeure event lasts for more than 30 days, one party has the right to terminate this contract by written notice.
(V) dissolution or termination of the agreement
1. Both parties terminate this contract through written consultation;
2. If one party seriously violates any provision of this contract, the other party may terminate this contract in accordance with paragraphs 3 and 4 of (IV) liability for breach of contract;
3. The CSRC decides not to approve the non-public offering;
4. Other circumstances that should be terminated in accordance with relevant laws and regulations of China.
(VI) dispute resolution
1. This contract shall be governed by and construed in accordance with the current effective laws of the people’s Republic of China.
