Suzhou Medicalsystem Technology Co.Ltd(603990) (603990) announced on the evening of January 19 that Weng Kang, the controlling shareholder of the company and Yan huanghong, Wang Jianhua and Fu Hong, the shareholder acting in concert, had signed the share transfer intention agreement with Mianyang Anzhou Investment Holding Group Co., Ltd. (hereinafter referred to as “safety investment group”), Reach a cooperation intention with the security investment group or its controlled entities to obtain the control of the company by means of share transfer agreement and signing voting right entrustment agreement. If the change of control is completed, the safety investment group or its controlled subject will become the controlling shareholder of the company, the Anzhou district government of Mianyang City will become the actual controller of the company, and Weng Kang will no longer be the controlling shareholder and actual controller of the listed company.
Specifically, Weng Kang and his concerted actors Yan huanghong, Wang Jianhua and shareholder Fu Hong will respectively hold Suzhou Medicalsystem Technology Co.Ltd(603990) 3.30%, 3.37%, 0.60% and 0.36% of the shares, and intend to transfer them to the security investment group or its controlled entities through agreement transfer. After the transfer is completed, the security investment group or its controlled entity will hold Suzhou Medicalsystem Technology Co.Ltd(603990) 7.63% of the shares. The transfer price of the subject shares is proposed to be 26.6 yuan / share.
In addition, Weng Kang plans to entrust the voting rights of the remaining Suzhou Medicalsystem Technology Co.Ltd(603990) 16404600 shares (accounting for 9.91% of the total share capital of the company) to the security investment group or the subject under its control, and Weng Kang issued a commitment not to seek the control of the listed company; No agreement on concerted action shall be signed with other shareholders of the listed company, and there shall be no relationship of concerted action in fact.
According to the latest announcement of Suzhou Medicalsystem Technology Co.Ltd(603990) , Weng Kang, the controlling shareholder, the actual controller and Yan huanghong, the person acting in concert, have accumulated 24.8 million shares pledged, accounting for 90.37% of their shares and 14.99% of the total share capital of the company. The pledge proportion is high. It is difficult to continue to pledge shares for financing, which also has a certain impact on the secondary market of listed companies. It is proposed to introduce the safety investment group under the people’s Government of Anzhou District of Mianyang City or the main body controlled by it as the controlling shareholder, which is conducive to reducing the capital pressure of the controlling shareholder, effectively reducing its share pledge ratio, improving the company’s risk prevention and control ability and the sustainable and healthy development of the company.
According to the public information, the predecessor of the safety investment group was the state-owned Mianyang Anxian Investment Holding Co., Ltd. approved by the Mianyang Municipal People’s Government in August 2003. It was approved by the Anzhou District People’s government to establish the safety investment group in February 2017, with a registered capital of 200 million yuan. At present, the security investment group has 14 wholly-owned subsidiaries and 9 holding subsidiaries. Its main business involves four major sectors: infrastructure and urban investment, public services, financial investment and modern agriculture.
Suzhou Medicalsystem Technology Co.Ltd(603990) said that the security investment group and the company have good resource complementarity and can form a high strategic synergy with the company. In the future, the intervention of state-owned capital will help give full play to the resource and capital advantages of local state-owned assets and provide support for the operation and development of the company; At the same time, it is conducive to give full play to the complementary role of institutional mechanisms between private enterprises and local state-owned assets, maintain the sustainability and stability of development strategy, and realize the good situation of common development of mixed ownership economy of state-owned capital and private capital.
Suzhou Medicalsystem Technology Co.Ltd(603990) is a high-tech enterprise whose core business is a series of application software products of clinical medical management information system and the overall solution of clinical informatization. In 2019, Suzhou Medicalsystem Technology Co.Ltd(603990) began to enter the field of assisted reproductive medical services through the successful acquisition of Mary Hospital, established the business layout of medical it and medical services, and is committed to building a public company with common development in the field of medical it and medical services.
On June 18, 2020, Suzhou Medicalsystem Technology Co.Ltd(603990) signed the equity acquisition intention agreement with Beijing Guowei Dahui medical industry fund (limited partnership), and the company plans to purchase no less than 20% equity of Guowei reproductive hospital by cash payment. After that, because the parties could not reach an agreement on the core terms of the investment, after full negotiation, both parties have automatically terminated the investment in accordance with the relevant provisions in the relevant agreements signed at that time.
On May 5 last year, Suzhou Medicalsystem Technology Co.Ltd(603990) announced that it planned to acquire no less than 80% of the shares of Suzhou meibell beauty hospital and Changshu Ruili meibell hospital held by meibell group in cash. The preliminary overall valuation of 100% of the shares of the target company is tentatively set at 290 million yuan. After that, Suzhou Medicalsystem Technology Co.Ltd(603990) announced on the evening of November 5, 2021 that since both parties failed to reach an agreement on the relevant terms of the formal agreement, they decided to terminate the above equity acquisition through friendly negotiation.
In the announcement on November 5, 2021, Suzhou Medicalsystem Technology Co.Ltd(603990) synchronously said that the company will further improve the industrial layout, enhance the core competitiveness and maintain the sustainable development of the company according to the development plan.
If Suzhou Medicalsystem Technology Co.Ltd(603990) can be successfully changed this time, it is particularly noteworthy whether the new owner will promote Suzhou Medicalsystem Technology Co.Ltd(603990) to accelerate the improvement of industrial layout.
