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Original title: After taking 20% of the equity,AnglicangPlanning to issue shares to acquire the controlling stake of New Third Board company Kerui Bio
On the evening of March 27, Ang Likang (002940.SZ) announced that it is planning to issue shares to purchase a controlling stake in Kerui Bio (832780.NQ), an innovative company on the New Third Board, and to raise supporting funds. According to the company’s preliminary calculation, this transaction is expected to constitute a major asset reorganization, but it does not constitute a reorganization and listing, and its shares will be suspended from the market opening on March 28, 2022 (Monday).
According to the agreement, Anglikang intends to purchase 36.22% of the shares held by Kerui Bio from Gan Hongxing, the actual controller of Kerui Bio, by issuing shares. After the implementation, Anglikang became the controlling shareholder of Kerui Bio; Gan Hongxing needed to assist Ang Likang to further acquire the relevant matters of Kerui Bio’s management team and other major shareholders.
Ang Likang said that this transaction is still in the planning stage, and the company is currently in contact with the interested party. The transaction counterparty in this reorganization is Gan Hongxing, and the transaction intentions of the remaining shareholders have not yet been finalized.
The company expects to disclose the transaction plan within 10 trading days, namelyDisclose relevant information in accordance with regulatory requirements before April 13, 2022. If the company fails to convene the board of directors to review and disclose the transaction plan within the above-mentioned period, Ang Likang will resume trading and terminate the planning of related matters at the latest on April 13, 2022, and disclose the main work and progress of the planned matters during the suspension period. , impact on the company and follow-up arrangements.
On March 25, Kerui Bio has already announced the news and suspended trading. The company’s main business is the research and development, production and sales of pharmaceutical intermediates, and its customers are mainly large pharmaceutical companies at home and abroad. On December 31, 2021, Kerui Bio announced that it will continue to provide cholesterol products to a chemical company in Germany from 2021 to 2025, with an agreement value of approximately US$59.5 million.
The 2021 semi-annual report shows that the company achieved operating income of 66.5502 million yuan in the first half of last year, a year-on-year increase of 67.34%; realized a net profit attributable to the parent of 14.9253 million yuan, an increase of 292.48% compared with the same period last year; as of the end of June last year, its total assets were 196 million yuan . Kerui Bio was listed on the New Third Board in July 2015. It is currently in the innovation layer and adopts the bidding method. As of March 28, 2022, the latest market value is 1.062 billion yuan.
According to public information, Anglikang is mainly engaged in pharmaceutical production and manufacturing, including the research and development, production and sales of chemical raw materials, chemical preparations and pharmaceutical excipients. Its main products cover anti-infective, cardiovascular, urinary system (nephropathy) Class) and other pharmaceutical fields; the pharmaceutical excipients produced are pharmaceutical hollow capsule products, which are mainly used in chemical preparations and traditional Chinese medicine preparation industries.
The company’s performance report released on February 25 showed that last year’s total operating income was 1.421 billion yuan, a year-on-year increase of 10.20%; the net profit attributable to shareholders of the listed company was 105 million yuan, a year-on-year decrease of 35.80%; as of December 31, 2021 , the company’s total assets are about 2 billion yuan, and the owner’s equity attributable to shareholders of listed companies is 1.324 billion yuan. As of March 25, 2022, the latest stock price of Anglikang was 38.59 yuan per share, with a market value of 3.703 billion yuan.
On September 8, 2021, Kerui Bio announced the suspension of trading because it applied to the National Equities Exchange and Quotations Company to terminate the listing, but the motion was rejected by its general meeting of shareholders on September 11. No further progress has been made since then.
On February 21, 2022, Kerui Bio announced that the board of directors received a notice from its second largest shareholder, Hainan Shengjian Pharmaceutical Technology Co., Ltd. (“Hainan Shengjian”) on February 18, that Hainan Shengjian intends to hold its Some 11,256,393 shares of the company were transferred to Anglikang at a price of 13.99 yuan per share through a specific matter agreement transfer; after the completion of this transfer, Anglikang held 13,334,578 shares of the company and held The proportion increased from 2.91% to 18.65%, becoming the second largest shareholder of Kerui Bio after Ganhongxing. Ang Likang’s acquisition of shares involved 157 million yuan.
On March 16, Kerui Bio again disclosed that on March 15, Anlikang increased its holdings of Kerui Bio stock by 965,040 shares in an after-hours block transaction, and its shares increased from 13,334,578 shares to 14,299 shares. , 618 shares, the shareholding ratio increased from 18.65% to 20%.
On March 23, Anglicang subsequently announced that during the period from January 21 to February 18, 2022, the company has acquired 18.65% of the shares of Kerui Bio through block transactions and agreement transfers, totaling 13,334,578 shares, Among them, 11,256,393 shares are still in the process of transfer registration. On March 15, the company continued to increase its holdings of 1.35% shares of Kerui Bio with 13.5009 million yuan, and has purchased 20% shares of Kerui Bio, a total of 14,299,618 shares. According to statistics, Anlikang has spent 171 million yuan.The company further pointed out that based on the full recognition of the development potential of Kerui Bio, the company intends to use its own or self-raised funds not to exceed 40 million yuan to continue to increase its holdings in Keruibiological shares。
Onlikang believes that Kerui Bio has high growth potential and development potential. “Through this transaction, it will help to broaden the company’s business scope, further enhance the company’s comprehensive strength, and conform to the company’s future development plan.” However, the company pointed out that due to the influence of various uncertain factors such as macroeconomics, industry policies, and operation and management, there is a risk that the expected benefits cannot be realized.
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Responsible editor: Zhang Yi