Securities code: 003020 securities abbreviation: Hefei Lifeon Pharmaceutical Co.Ltd(003020) Announcement No.: 2022-005 Hefei Lifeon Pharmaceutical Co.Ltd(003020)
Announcement on the transfer of part of the equity of the participating company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Special tips:
1. This transaction may be terminated. Please pay attention to the investment risk.
2. This transaction does not constitute a connected transaction, nor does it constitute a major asset restructuring.
3. This equity transfer will not change the scope of the company’s consolidated statements.
1、 Transaction overview
Nanjing minoway Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “minoway”) is a joint-stock company of Hefei Lifeon Pharmaceutical Co.Ltd(003020) (hereinafter referred to as “company” or ” Hefei Lifeon Pharmaceutical Co.Ltd(003020) “). As of January 21, 2022, the company holds 12.3457% equity of minoway.
As the company plans to recover the investment cost, it plans to transfer part of the equity of minoway, as follows:
No. proportion (%) of capital contribution to be transferred by the transferee (equity to be transferred, price to be transferred, yuan) (yuan)
1. Pingtan Wenzhou Ruiji invested 7.6262 4.7075 3059.88 partnership (limited partnership)
2 Pingtan fanrun Enterprise Management Co., Ltd. 0.3738 0.2307 150.00 partnership (limited partnership)
Total — 8.0000 4.9383 3209.88
The above equity transfer does not constitute a related party transaction or a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies.
Before and after the equity transfer, the company held the following shares of manover:
Capital contribution (10000 yuan) equity ratio (%)
20.12.3457 before transfer
12.7.4074 after transfer
On January 22, 2022, the 17th meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on transferring part of the equity of Nanjing minoway Pharmaceutical Technology Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes, It is agreed that the company will transfer the 4.9383% equity (corresponding to the registered capital of 80000 yuan) of manover held by the company to Pingtan Wenzhou Ruiji investment partnership (limited partnership) (hereinafter referred to as “Wenzhou Ruiji”) and Pingtan fanrun enterprise management partnership (limited partnership) (hereinafter referred to as “fanrun”) at the price of 32.0988 million yuan (RMB, the same below). Among them, Wen zhouruiji transferred 7626200 yuan of registered capital, corresponding to 4.7075% equity; Fanrun receives 3738 yuan of registered capital, corresponding to 0.2307% equity. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this equity transfer does not need to be submitted to the general meeting of shareholders for deliberation. On the same day, the company signed the equity transfer agreement with Wen zhouruiji and fanrun on this equity transfer.
2、 Basic information of the counterparty
1. Enterprise name: Pingtan Wenzhou Ruiji investment partnership (limited partnership)
Unified social credit Code: 91350128ma35cg567f
Nature of enterprise: limited partnership
Registered address: Pingtan County, Fuzhou City, Fujian Province
Date of establishment: January 7, 2021
Main office location: Room 301, No. 228, Xiaohu Xinzhuang, Tancheng Town, Pingtan County
Executive partner: Shanghai Wenzhou investment management Co., Ltd
Contribution: 20 million yuan
Major shareholders: Xin Xiaohu holds 95% and Shanghai Wenzhou investment management Co., Ltd. holds 5%
Main business: general projects: engaging in investment activities with its own funds; Socio economic advisory services; Information consulting services (excluding licensed information consulting services) (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Main financial data of 2021 (Unaudited): operating income of 0 yuan, operating profit of – 250 yuan, net profit of – 250 yuan and net cash flow from operating activities of 950 yuan in 2021; As of December 31, 2021, the total assets are 950 yuan, the net assets are – 250 yuan, the total liabilities are 1200 yuan and the total receivables are 0 yuan.
2. Enterprise name: Pingtan fanrun enterprise management partnership (limited partnership)
Unified social credit Code: 91350128ma35cfke5r
Nature of enterprise: limited partnership
Registered address: Pingtan County, Fuzhou City, Fujian Province
Date of establishment: January 7, 2021
Main office location: Room 401, floor 4, No. 179-1, east section of Jinjing Avenue, Pingtan County
Contribution: 2.4 million yuan
Major shareholders: Wang Shuguang holds 97.92% and Xin Xiaohu holds 2.08%
Main business: general projects: enterprise management consulting; Information consulting services (excluding licensed information consulting services); Technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Advertising design and agency; Advertising production; Software development; Conference and exhibition services; Marketing planning; Organize cultural and artistic exchange activities (except for the projects that must be approved according to law, carry out business activities independently according to law with the business license). Main financial data in 2021 (Unaudited): operating income of 0 yuan, operating profit of – 535 yuan, net profit of – 535 yuan and net cash flow generated by business activities of 815 yuan in 2021; As of December 31, 2021, the total assets are 815 yuan, the net assets are – 535 yuan, the total liabilities are 1350 yuan and the total receivables are 0 yuan.
3. After inquiry, as of the disclosure date of this announcement, the above counterparties are not dishonest Executees, and there is no other relationship with the company and its top ten shareholders in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc., which may lead to the company’s preference for their interests.
3、 Basic information of transaction object
The subject matter of this transaction is the 4.9383% (corresponding to the registered capital of 80000 yuan) equity held by the company. Other shareholders who have the preemptive right of transfer of this equity have waived the preemptive right of transfer.
1. Basic information of menovi
Company name: Nanjing minoway Pharmaceutical Technology Co., Ltd
Unified social credit Code: 91320191ma25766u34
Nature of enterprise: limited liability company
Registered address: Nanjing, Jiangsu Province
Date of establishment: February 7, 2021
Main office location: room 637, building a, phase I, Zhongdan Ecological Life Science Industrial Park, No. 3-1, xinjinhu Road, Jiangbei new area, Nanjing
Legal representative: Liu Fei
Registered capital: 1.62 million yuan
Major shareholders: Liu Fei holds 43.2099%, Nanjing menowei management consulting partnership (limited partnership) holds 18.5185%, Nanjing norrit Pharmaceutical Technology Co., Ltd. holds 12.3457%, and Hefei Lifeon Pharmaceutical Co.Ltd(003020) holds 12.3457%.
Main business: licensed items: production of class II medical devices; Drug production; Technology import and export; General items: technical services, technical development, technical consultation, technical exchange, technology transfer and technology promotion; Production of class I medical devices; Sales of class I medical devices; Sales of class II medical devices; Sales of chemical products (excluding licensed chemical products); Sales of special chemical products (excluding hazardous chemicals); Conference and exhibition services; Medical research and experimental development (except for projects subject to approval according to law, carry out business activities independently according to law with business license)
Main financial data of 2021 (Unaudited): in 2021, the operating income was 1.65 million yuan, the operating profit was – 24.95 million yuan, the net profit was – 24.34 million yuan, and the net cash flow from operating activities was – 23.37 million yuan; As of December 31, 2021, the total assets are 65.91 million yuan, the net assets are 66.66 million yuan, the total liabilities are – 750000 yuan and the total receivables are 200000 yuan.
2. Upon inquiry, as of the disclosure date of this announcement, menowei is not a dishonest executee. Part of the equity of menowei to be transferred by the company does not have mortgage, pledge or other third-party rights, major disputes, litigation or arbitration, and judicial measures such as seizure and freezing.
4、 Main contents of the equity transfer agreement
Transferor: Hefei Lifeon Pharmaceutical Co.Ltd(003020)
Transferee: Pingtan Wenzhou Ruiji investment partnership (limited partnership), Pingtan fanrun enterprise management partnership (limited partnership)
1. Transfer object, quantity Price: the transferor agrees to transfer the registered capital of 80000 yuan held by minoway (accounting for 4.9383% of the registered capital of the company as of the date of this announcement, including 80000 yuan paid in and 10000 yuan unpaid) (hereinafter referred to as the “subject equity”) to the transferee Wen Zhou Ruiji and fan run respectively at the price of 32.0988 million yuan (hereinafter referred to as the “equity transfer payment”). The equity transferred by each transferee is as follows:
The transferee’s equity transfer amount corresponds to the proportion of the subject equity paid in by minoway to the capital (RMB / yuan) of minoway shares (RMB / yuan)
Fanrun 1500000 3738.46 0.2307%
Wen Zhou Ruiji 30598765 76261.54 4.7075%
2. Payment method: after all the “preconditions for settlement” mentioned in Article 6 of the equity transfer agreement (hereinafter referred to as “this Agreement”) are met or exempted by each transferee, In addition, Wen zhouruiji will directly pay the equity transfer money in cash to the account designated by the transferor company in a one-time manner within ten working days (the final delivery date) after completing the filing with China Securities Investment Fund Association.
3. Conditions precedent to closing:
Unless each transferee makes a written exemption in advance without joint and several, each transferee shall fulfill the obligation to pay the equity transfer payment on the premise that all the following preconditions have been met:
1) There is no judgment, award, ruling or injunction of Chinese laws, courts, arbitration institutions or relevant government authorities that restrict, prohibit or cancel this equity transfer, nor any pending or potential litigation, arbitration, judgment, award, ruling or injunction that has or will have a significant adverse impact on this equity transfer;
2) Minoway approved the equity transfer (including the resolution that all existing shareholders unanimously agreed and signed in the resolution of the shareholders’ meeting to waive the preemptive right on the equity transfer, and agreed to sign this Agreement and other transaction documents) through the corresponding resolutions of the board of directors and the shareholders’ meeting, and agreed that the company should sign and implement the corresponding legal documents; 3) Through the corresponding resolutions of the board of directors and the shareholders’ meeting, minoway approved to make corresponding amendments to the articles of Association for this equity transfer;
4) Minoway has passed the resolution of the shareholders’ meeting to approve the shareholders’ rights enjoyed by the transferee according to Article 4 of this Agreement;
5) All parties have successfully completed the signing of all transaction documents, including this agreement, the articles of association, the letter of accession and other ancillary agreements, resolutions and other documents (including but not limited to all industrial and commercial filing materials related to this equity transfer) that need to be signed or at the request of the transferee to complete this equity transfer;
6) From the signing date of this Agreement (including the signing date) to the closing date, the representations and warranties made by the company and minoway in this Agreement and its annexes remain completely true, complete and accurate, and fulfill the commitments that should be performed on or before the closing date specified in the transaction documents, without any violation of the provisions of the transaction documents;
7) From the signing date of this Agreement (including the signing date) to the closing date, there are no events, facts, conditions, changes or other circumstances that have had or are reasonably foreseeable to have a significant adverse impact on the assets, financial structure, liabilities, technology, profit prospects and normal operation of minoway and its subsidiaries;
8) Minoway has informed Bank Of Nanjing Co.Ltd(601009) Jiangbei new area branch in writing of the equity transfer;
9) The transferor, menovi and the founding shareholder have issued a confirmation letter to the transferee confirming that all the above preconditions have been met.
4. Effective time: this Agreement shall come into force after being signed by all parties.
5. Amendment and change of agreement: this agreement can be amended or changed by consensus of all parties to this agreement. Any modification or change must be made in writing and shall take effect after being signed by all parties to this agreement.
6. Termination of agreement: the parties to this agreement jointly terminate the agreement in writing and determine the effective time of termination; In case of any of the following circumstances, each transferee shall have the right to notify the other parties in writing at least five working days in advance to terminate this Agreement (for the avoidance of doubt, such termination shall only take effect between the transferee requiring termination and other parties, and shall not affect the rights and obligations of the transferee not requiring termination under this Agreement), and the effective date of termination shall be specified in the notice:
1) Representations of the transferor or minoway under this Agreement and its annexes
