Securities code: 603990 securities abbreviation: Suzhou Medicalsystem Technology Co.Ltd(603990) Announcement No.: 2022-005 Suzhou Medicalsystem Technology Co.Ltd(603990)
Suggestive announcement on the signing of the share transfer intention agreement by the controlling shareholder and its persons acting in concert and other shareholders and the proposed change of the controlling shareholder and actual controller
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 tips:
1. As of the disclosure date of this announcement, Mr. Weng Kang, the controlling shareholder of Suzhou Medicalsystem Technology Co.Ltd(603990) (hereinafter referred to as the “company”, “listed company” or ” Suzhou Medicalsystem Technology Co.Ltd(603990) “), Ms. Yan huanghong, Mr. Wang Jianhua and Mr. Fu Hong, the shareholder, have signed the share transfer intention agreement with Mianyang Anzhou Investment Holding Group Co., Ltd. (hereinafter referred to as “safety investment group”), We have reached 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, and have not signed a formal transaction agreement. The specific form of subsequent change of controlling shareholders and actual controllers (hereinafter referred to as “change of control”) has not been determined, and there is still uncertainty about this change of control.
2. If this change of control is completed, the controlling shareholder and actual controller of the listed company will change, the safety investment group or the subject under its control will become the controlling shareholder of the listed company, the people’s Government of Anzhou District, Mianyang City will become the actual controller of the listed company, and Mr. Weng Kang will no longer be the controlling shareholder and actual controller of the listed company.
3. This equity change belongs to the entrustment of the company’s shareholders to transfer shares and voting rights of some shares through agreement, does not touch the tender offer, and does not constitute a related party transaction.
4. The shares to be transferred by Mr. Weng Kang, the controlling shareholder of the company, and Ms. Yan huanghong, the person acting in concert, are currently in the state of being pledged. It is necessary to complete the share pledge release before the delivery of this transaction. There is uncertainty whether the above shares can be released from the pledge, and the uncertainty of this matter will lead to uncertainty in this transaction.
5. This equity change involves Ms. Yan huanghong and the second share transfer involves the exemption of voluntary restriction and locking commitment for the shares held by Mr. Wang Jianhua. It is necessary to apply for exemption to the board of directors, the board of supervisors and the general meeting of shareholders of the company in accordance with relevant regulations. There is uncertainty whether the board of directors, the board of supervisors and the general meeting of shareholders agree to the exemption of the above commitments, The uncertainty of such exemptions will lead to uncertainty in this transaction.
6. The change of control still needs to be approved by the state-owned assets supervision and administration department; Only after the compliance confirmation of Shanghai stock exchange can the transfer procedures of share agreement be handled in Shanghai Branch of China Securities Depository and Clearing Co., Ltd. Whether the above approval and confirmation procedures can be passed is still uncertain.
7. The signing of the intentional agreement will not affect the normal production and operation of the company. The company will timely fulfill the obligation of information disclosure according to the follow-up progress. Please invest rationally and pay attention to investment risks. 1、 Basic information of this transaction
On January 19, 2022, the company received the notice from Mr. Weng Kang, the controlling shareholder, the actual controller and the persons acting in concert, Ms. Yan huanghong, Mr. Wang Jianhua, and Mr. Fu Hong, the shareholder. Mr. Weng Kang, Ms. Yan huanghong, Mr. Wang Jianhua Mr. Fu Hong and the Security Investment Group signed the share transfer intention agreement (hereinafter referred to as “the agreement”) on January 19, 2022, as follows:
The controlling shareholder and actual controller of the company, Mr. Weng Kang and the persons acting in concert, Ms. Yan huanghong, Mr. Wang Jianhua and the shareholder, Mr. Fu Hong, will respectively hold 3.30%, 3.37%, 0.60% and 0.36% of the shares of the listed company (hereinafter collectively referred to as “subject shares” or “first share transfer”) and intend to transfer them to the security investment group or the subject controlled by it through agreement transfer, After the transfer is completed, the security investment group or its controlled entity will hold 7.63% of the shares of the listed company. The transfer price of the subject shares is proposed to be 26.6 yuan / share.
Mr. Weng Kang plans to entrust the voting rights of his remaining 16404570 shares (accounting for 9.91% of the total share capital of the company) to the security investment group or the subject under his control. At the same time, Mr. Weng Kang issued a commitment that: (1) he will not seek the control of the listed company; (2) 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.
The security investment group or its controlled entity promises to obtain no less than 7.37% of the shares of the listed company by means including but not limited to share transfer within 12 months after the signing of this agreement. The specific realization methods are as follows: (1) Mr. Weng Kang promises to sell 2.00% of the shares of the listed company (corresponding to 3309269 shares) to the security investment group or its controlled entity through block trading, And Wang Jianhua in his meeting the requirements of Shanghai Stock Exchange
After the relevant provisions of the detailed rules for the implementation of share reduction by shareholders, directors, supervisors and senior managers of the municipal company
An investment group or its controlled entity sells 1.80% of the shares of the listed company (corresponding to 2979648 shares),
3.80% of the shares of the listed company (corresponding to 6288917 shares, hereinafter referred to as “the second shares”) were transferred in total
Assignment “). The sale price of the above shares is the proposed sale price of 26.6 yuan / share for the first share transfer and the second share transfer
90% of the closing price of the trading day preceding the trading day of the share transfer, whichever is higher. (2) Safety investment group or its controlled master
The company promises to increase its shareholding plan: within 6 months after becoming a shareholder of the listed company, it shall adopt the methods permitted by laws and regulations
(centralized bidding trading and block trading, etc.), increase the shares of the company, and the planned increase proportion shall not be less than 3.57%.
To sum up, the safety investment group or its controlled entity shall adopt the above two methods and methods within 12 months after the signing of this agreement
The shares of the listed company obtained in the first share transfer exceed 7% of the shares held by Mr. Weng Kang.
The entrustment period of voting power entrustment is from the effective date of the voting power entrustment agreement to the date when the security investment group or its control
The date when the proportion of shares of listed companies held by the subject exceeds 7% of the proportion of shares of listed companies held by Mr. Weng Kang
Stop.
The share transfer intention agreement shall come into force after signing, and it shall be exclusive until June 30, 2022
During the exclusive period, Mr. Weng Kang promised not to purchase the assets held by Mr. Weng Kang with a third party in any form
The listed company shall negotiate or contact with any third party about the shares, and shall not sign any contract with any third party that conflicts with this agreement
He agreed.
After the completion of the transfer and delivery of the above subject shares and relevant voting rights entrustment, the security investment group or its controlled master
The company will become the largest shareholder of the listed company.
Before and after the first share transfer and voting right entrustment, the changes in the equity of relevant subjects are as follows:
Before the first share transfer and voting right entrustment, the number of shares held changed, the shareholding ratio after the first share transfer and voting right entrustment, the name of the shareholder, the number of shares held, the number of shares held, the proportion of voting rights (shares) cases, the proportion of shares (shares) cases
Safety investment group
Or its control — 12631936 7.63% 12631936 7.63% 17.55% subject
Wengkang 21872760 13.22% – 5468190 – 3.30% 16404570 9.91%-
Yan huanghong 5569798 3.37% – 5569798 – 3.37% —
Wang Jianhua 3972864 2.40% – 993216 – 0.60% 2979648 1.80% 1.80%
Fu Hong 2402930 1.45% – 600732 – 0.36% 1802198 1.09% 1.09%
Total 33818352 20.44% – 33818352 20.44% – 33818352 20.44% 20.44% note: there may be slight difference between the sum of individual data in the above table and the total, which is caused by rounding in the calculation process.
2、 Background and purpose of the transaction
As of the disclosure date of this announcement, Mr. Weng Kang, the controlling shareholder, the actual controller and Ms. 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.
Mianyang Anzhou Investment Holding Group Co., Ltd., formerly a wholly state-owned Mianyang Anxian Investment Holding Co., Ltd. approved by Mianyang Municipal People’s Government in August 2003, was established as an investment group approved by Anzhou District People’s Government 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 sectors: infrastructure and urban investment, public services, financial investment and modern agriculture.
The security investment group and the company have good resource complementarity and can form a highly strategic cooperative relationship 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.
3、 Basic information of each party to the letter of intent for share transfer
On January 19, 2022, the company received the notice from Mr. Weng Kang, the controlling shareholder, the actual controller and the persons acting in concert, Ms. Yan huanghong, Mr. Wang Jianhua and the shareholder Mr. Fu Hong. Mr. Weng Kang, Ms. Yan huanghong, Mr. Wang Jianhua and Mr. Fu Hong signed the share transfer intention agreement with the security investment group on January 19, 2022, The basic information of both parties to the transaction is as follows:
1. Basic information of share transferor and entrusted voting party
(1) Transferor 1
Name: Weng Kang
21872760 shares, accounting for 13.22%
ID number 33080219681125****
Current position: Chairman of the company
Number of shares to be transferred: 5468190
Number of entrusted voting rights: 16404570 shares
(2) Transferor 2
Name: Yan huanghong
5569798 shares, accounting for 3.37%
ID number 51022419781015****
Current position none
Number of shares to be transferred: 5569798
(3) Transferor 3
Name: Wang Jianhua
3972864 shares, accounting for 2.40%
ID number 33082419730917****
Current position none
The number of shares to be transferred is 993216
(4) Transferor 4
Name: Fu Hong
Number of shares held: 2402930, accounting for 1.45%
ID number 43250319740313****
Current position: Director and deputy general manager of the company
Number of shares to be transferred: 600732
2. Basic information of the transferee of shares
Name: Mianyang Anzhou Investment Holding Group Co., Ltd
Type: limited liability company (state-owned holding)
Address: Building 16, haikehua County, Huapeng Town, Anzhou District, Mianyang City, Sichuan Province (plot A1)
Legal representative: Huang Kaijun
Registered capital: RMB 200 million
Unified social credit code 9151072475473430xr
Infrastructure, engineering construction, agriculture, e-commerce, water supply and drainage, cultural media, business scope, real estate, energy and chemical industry, tourism
