Stock Code: 600100 stock abbreviation: Tsinghua Tongfang Co.Ltd(600100) Announcement No.: pro 2022-004 bond Code: 163249 bond abbreviation: 20 Tongfang 01
Bond Code: 163371 bond abbreviation: 20 Tongfang 03
Tsinghua Tongfang Co.Ltd(600100)
Announcement on the progress of the sale of assets by participating companies
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:
Tsinghua Tongfang Co.Ltd(600100) (hereinafter referred to as “the company”) disclosed the suggestive announcement of Tongfang Co., Ltd. on the assets to be sold by the participating company (Announcement No.: pro 2021-043) on September 18, 2021, Tiancheng International Investment Co., Ltd. (hereinafter referred to as “Tiancheng international”), a joint-stock company with a total shareholding of 18.17%, plans to sell 100% equity of its wholly-owned subsidiaries Naga UK TOPCO (hereinafter referred to as “Tiancheng UK”) and Tiancheng (Germany) Pharmaceutical Holdings Ag (hereinafter referred to as “Tiancheng Germany”), This transaction has fulfilled the decision-making procedures of the general meeting of shareholders of Tiancheng international, a joint-stock company. See the above announcement for details.
At present, the final counterparty and transaction price have been determined for the sale of Tiancheng UK. This transaction plans to pay the equity consideration by combining the cash income at the delivery time and the additional payment obtained from the future performance according to the profitability mechanism. After the completion of this transaction, the company still holds 18.17% shares of Tiancheng international.
At present, the sale of Tiancheng UK still needs the antitrust and regulatory permission of specific competition authorities and other regulatory agencies, and there are still uncertain risks whether it can be completed smoothly. The company urges investors to carefully read the risk tips disclosed in this announcement and pay attention to investment risks.
1、 Transaction progress
On September 18, 2021, the company disclosed the Tsinghua Tongfang Co.Ltd(600100) suggestive announcement on the assets to be sold by the joint-stock company (Announcement No.: pro 2021-043). The joint-stock Company Tiancheng International Investment Co., Ltd. (hereinafter referred to as “Tiancheng international”) with a total shareholding of 18.17% intends to sell 100% of the equity of its wholly-owned subsidiaries Tiancheng UK and Tiancheng Germany. As of the disclosure date of this announcement, the counterparty of Tiancheng Germany has completed the first stage tender offer of Tiancheng Germany, and the transaction still needs the antitrust license of the specific competition authority. Recently, the sale of Tiancheng UK has determined the final counterparty and transaction price. Now the progress of this transaction is disclosed as follows:
Tiancheng international plans to transfer its equity in Tiancheng UK to Kevlar S.p.A. (hereinafter referred to as “Kevlar”) at the time of delivery with the enterprise value of US $465 million, deducting the adjustment amount of net debt and working capital at the time of delivery (including the seller’s loan notes provided by Tiancheng International), plus the additional payment obtained from future performance according to the profitability mechanism. Kevlar is controlled by a fund consulted by the global private equity fund permira VII investment platform Limited (hereinafter referred to as “permira”).
This transaction has fulfilled the decision-making procedures of the joint-stock Company Tiancheng international. This transaction does not constitute a related party transaction or a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of the counterparty
Company name: Kevlar S.p.A
Company nature: investment holding company
Date of establishment: December 16, 2021
Main business premises: via San Paolo 10, 20121 Milan
Registered capital: 50000 euros
Main business: investment holding company
Kevla is a newly established company in Italy for the purpose of this transaction. Kevlar 2 S.R.L. holds 100% of its equity and is its actual controller.
Kevlar has no relationship with the company, nor does it have any other relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
Basic information of permira, the indirect controller of Kevlar
Company name: permira VII investment platform Limited
Company nature: private equity fund holding company
Main business premises: 80 palm mall, London, United Kingdom, sw1y 5Es
Main business: private equity investment
Permira is a global investment company committed to supporting successful companies with growth ambitions. Founded in 1985, the company provides advisory services to funds with assets under management of about $65 billion and makes long-term majority and minority investments. Permira fund has made about 300 private equity investments in four key areas: technology, consumption, services and health care. Permira has 15 offices in Europe, North America and Asia with more than 350 employees.
Permira has no relationship with the company, nor does it have any other relationship with the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
The audited financial position of permira in 2020 is as follows:
December 31, 2020
(audited)
Currency: thousand euros (note) equivalent to thousand yuan
Total assets 2369492 19015173
Net assets attributable to shareholders of the company 2369254 19013263
2020
(audited)
Operating income – 1842 – 14782
Net profit attributable to common shareholders 3039 24388
1 euro to RMB 8.0250
Note: the exchange rate is extracted from the announcement of the central parity of RMB exchange rate authorized by China foreign exchange trading center.
3、 Basic information of transaction object
(I) subject matter of transaction
The category of this transaction is equity sale, and the subject of this sale is 100% equity of Tiancheng UK, a wholly-owned subsidiary of Tiancheng international.
(II) basic information of the transaction object
1. Tiancheng UK
Company name: Naga UK TOPCO Limited
Type: other service companies
Domicile: dagger lane, Elstree, Hertfordshire, United Kingdom, WD6 3bx date of establishment: June 27, 2013
Registered capital: about £ 3.85 million
Business scope: plasma collection, separation and sales of plasma derived therapeutic proteins and related products.
Equity structure: Tiancheng international holds 100% equity of Tiancheng UK.
Tiancheng UK mainly holds 100% equity of bio Products Laboratory Holdings Ltd (hereinafter referred to as “BPL”). BPL is a global blood products company in the whole industry chain, mainly engaged in plasma collection and sales, as well as the production and sales of blood products.
The financial position of Tiancheng UK in the latest year is as follows:
December 31, 2020 September 30, 2021
(audited) (Unaudited)
Currency: 10000 pounds equivalent to RMB currency: 10000 dollars equivalent to RMB (note) (note)
Total assets 57983 515486 77028 499557
Total liabilities 46451 412963 34667 224829
Net assets 11532 102523 42361 274728
2020 January September 2021
(audited) (Unaudited)
Operating income 32835 291913 34974 226820
Net profit / (loss) – 576 – 5121 26620 172641
Income from asset disposal — 27696 179620
GBP 1 / USD to RMB 8.8903 and RMB 6.4854
Note: the exchange rate is extracted from the announcement of the central parity of RMB exchange rate authorized by China foreign exchange trading center.
Tiancheng UK maintains independence from the company in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
4、 Main contents and performance arrangements of transaction contract or agreement
Tiancheng international recently signed a share purchase agreement with Kevlar. The main contents of the agreement include:
1. Transaction consideration: initial consideration plus additional payment amount (if any).
2. Initial consideration and payment time: on the delivery date agreed in the equity purchase agreement, Kelvar will pay Tiancheng international the initial consideration of the enterprise value of US $465 million minus the adjustment amount of net liabilities and working capital at the delivery time point, of which the enterprise value of US $465 million includes the seller’s loan notes provided by Tiancheng international.
3. Payment method and conditions: the equity consideration will be paid in cash at the time of transaction delivery, combined with the additional payment obtained from future performance according to the profitability mechanism. The completion of the equity purchase agreement depends on specific preconditions, including obtaining antitrust approval from the competition authority and other regulatory authorities, as well as other specific regulatory licenses.
4. The additional payment part will be calculated and paid according to Kevlar’s operation and relevant agreements on subsequent shareholder returns.
5、 Impact of transaction on the company
The company invested in Tiancheng international in June 2017, and Tiancheng international invested in Tiancheng UK and Tiancheng Germany in May 2016 and April 2017 respectively. After the completion of this transaction, the shareholding ratio of the company to Tiancheng international remains unchanged. This transaction will help the company focus on its main business and continue to promote the work policy of “clean-up, rectification and slimming”, which is in line with the company’s long-term development strategy. At the same time, it can effectively reduce the uncertainty caused by early investment.
According to the current estimated delivery amount (excluding other additional payments), due to the large investment loss caused by Tiancheng International’s sale of Tiancheng UK, the company’s investment loss to Tiancheng international will be calculated according to the equity method, and the provision for long-term equity investment devaluation shall be made to Tiancheng international. According to the preliminary calculation of the company’s financial department, according to the relevant agreements of Tiancheng international on the disposal of Tiancheng Germany and Tiancheng UK, according to the difference between its investment cost and disposal income and the shareholding ratio of the company, the corresponding investment loss in the current period is about 880 million yuan; The provision for impairment of long-term equity investment is 270 million yuan. It is expected to have a total impact of – 1.15 billion yuan on the company’s net profit attributable to the owners of the parent company in 2021. The specific accounting treatment and affected amount shall still be subject to the annual audit of the audit institution
