Stock code: 000710 Stock abbreviation: Berry Gene Announcement number: 2022-073
Chengdu Berry and Kang Gene Technology
limited company
About holding 2023
Notice of the First Extraordinary General Meeting of Shareholders
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Basic situation of the meeting
1. Meeting session: the first extraordinary general meeting of shareholders in 2023
2. The convener: the board of directors of the company
The proposal to convene this general meeting of shareholders was reviewed and approved at the twenty-third meeting of the ninth board of directors of the company.
3. The legality and compliance of the meeting: The holding of the general meeting of shareholders complies with the provisions of relevant laws, administrative regulations, departmental rules, regulatory documents, business rules of the firm, and the company’s articles of association.
4. Meeting time:
(1) On-site meeting time: January 3, 2023 (Tuesday) at 15:30 pm
(2) Online voting time:
Among them, the specific time for online voting through the Shenzhen Stock Exchange trading system is: 9:15-9:25, 9:30-11:30, 13:00-15:00 on January 3, 2023;
The specific time for voting through the Internet voting system of the Shenzhen Stock Exchange is: January 3, 2023
9:15 to 15:00.
5. The method of holding the meeting:
The General Meeting of Shareholders adopted a combination of on-site voting and online voting. The company will provide all shareholders with an online voting platform through the trading system of the Shenzhen Stock Exchange and the Internet voting system (http://wltp.cninfo.com.cn). Shareholders can exercise their voting rights through the above-mentioned systems during the online voting hours. The company’s general meeting of shareholders can only choose one of the voting methods of on-site voting and online voting. If there is repeated voting for the same voting right, the result of the first voting shall prevail.
6. The equity registration date of the meeting: December 26, 2022
7. Participants:
① Shareholders of the company or their authorized agents registered with China Securities Depository and Clearing Corporation Limited Shenzhen Branch after the market close on the afternoon of December 26, 2022. The shareholder proxy need not be a shareholder of the company.
② Directors, supervisors and senior management of the company.
③A lawyer hired by the company.
④ Other persons who should attend the general meeting of shareholders according to relevant laws and regulations.
8. Meeting place: Conference room on the 6th floor of the company, Building 5, Yard 4, Shengshengyuan Road, Changping District, Beijing.2. Items to be considered at the meeting
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For the specific content of the above proposals, please refer to the “Announcement on Resolutions of the Twenty-Third Meeting of the Ninth Board of Directors”, “Announcement on Equity Replacement of Shareholding Subsidiaries” and “About Guarantees of the Company and Holding Subsidiaries” disclosed by the company on Juchao Information Network on the same day. Announcement on Quota Estimates”.
The above-mentioned proposals are matters that affect the interests of small and medium-sized investors, and the votes of small and medium-sized investors will be counted separately and the results will be disclosed. Small and medium-sized investors refer to: shareholders other than shareholders who individually or collectively hold more than 5% of the shares of listed companies or who serve as directors, supervisors, and senior managers of listed companies.
3. Meeting Registration Items
1. Registration method: Shareholders who attend the on-site meeting shall hold their ID card and securities account card; the entrusted agent shall hold their ID card, power of attorney, ID card of the client and the securities account card of the client. The proxy of a legal person shareholder needs to hold a legal person power of attorney with the official seal of the company, a copy of the legal person’s business license, a legal person’s securities account card, and the ID card of the person present; shareholders from other places can register by letter or fax and indicate their contact number.
2. Registration time: 8:30-15:30, January 3, 2023
Registration by letter or fax must be delivered or faxed to the office of the company’s board of directors before 15:30 on January 3, 2023.
3. Registration place: Building 5, Yard 4, Shengshengyuan Road, Changping District, Beijing
4. Conference contact information
Contact: Ai Wenlu, Song Xiaofeng Tel: 010-53259188 Fax: 010-84306824
Zip code: 102200
Contact email: [email protected]
5. Conference expenses: The transportation, board and lodging expenses of the attendees shall be borne by themselves.V. Procedures for Participating in Online Voting
1. The company provides all shareholders with an online voting platform through the trading system of Shenzhen Stock Exchange and the Internet voting system (http://wltp.cninfo.com.cn). Shareholders of the company can exercise voting rights through the above-mentioned system during the online voting time .
2. See Appendix 1 for the specific operation content of online voting.
6. Documents available for inspection
1. “Resolutions of the 23rd Meeting of the Ninth Board of Directors”
Board of Directors of Chengdu Berry Hekang Gene Technology Co., Ltd.
December 18, 2022
Annex I:
The specific operation process of participating in online voting
1. Online voting procedure
1. Voting code and voting abbreviation of ordinary shares: the voting code is “360710”, and the voting abbreviation is “Berry Voting”.
2. The resolutions of this general meeting of shareholders are non-cumulative voting resolutions, and the resolutions are: agree, oppose, abstain
right.
3. Shareholders vote on the general proposal, which is regarded as the expression of all other proposals except the cumulative voting proposal
Same opinion.
4. When shareholders vote repeatedly on general proposals and specific proposals, the first valid vote shall prevail. If shareholders vote on the specific proposal first, and then vote on the general proposal, the voting opinions on the specific proposals that have been voted on shall prevail, and the voting opinions on the general proposal shall prevail on other unvoted proposals; if the general proposal is voted first vote, and then vote on specific proposals, the voting opinions on the general proposal shall prevail.
2. Procedures for voting through the trading system of the Shenzhen Stock Exchange
1. Voting time: 9:15-9:25, 9:30-11:30, 13:00-15:00 on January 3, 2023.
2. Shareholders can log in to the trading client of the securities company to vote through the trading system.3. Procedures for voting through the Internet voting system of the Shenzhen Stock Exchange
1. The Internet voting system will start voting from 9:15 to 15:00 on January 3, 2023.
2. Shareholders who vote online through the Internet voting system must go through identity authentication in accordance with the “Shenzhen Stock Exchange Investor Network Service Identity Authentication Business Guidelines (Revised in 2016)” and obtain a “Shenzhen Stock Exchange Digital Certificate” or “Shenzhen Stock Exchange Investment Certificate”. or Service Password”. The specific identity authentication process can be found in the rules and guidelines column of the Internet voting system (http://wltp.cninfo.com.cn).
3. Shareholders can log in (http://wltp.cninfo.com.cn) to vote through the Internet voting system of Shenzhen Stock Exchange within the specified time according to the obtained service password or digital certificate.
Annex II:
power of attorney
I entrust Mr./Ms. to represent me/unit to attend the 2023 First Extraordinary General Meeting of Shareholders of Chengdu Berry Hekang Gene Technology Co., Ltd., and authorize him to vote on the meeting proposals as shown in the table below:
Sample table of voting opinions on the proposals of this general meeting of shareholders:
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Remarks: When selecting the above voting options, tick the √ symbol, and the same proposal can only choose one of the items of “agree”, “against” and “abstain”, otherwise it will be regarded as invalid.
If the entrusting party does not give specific voting instructions on the above proposals, whether the entrusted party can vote at his own discretion:
□ yes □ no
Name or name (seal) of the consignor (legal person shareholders should affix the seal of the unit): Consignor ID number (business license number):
Client shareholder account:
Nature and amount of shares held by the consignor: Trustee (signature):
Trustee ID number:
Entrustment Date: Year Month Day
Limited period: until the end of the general meeting of shareholders
Stock code: 000710 Stock abbreviation: Berry Gene Announcement number: 2022-072
Chengdu Berry and Kang Gene Technology
limited company
Estimated Guarantee Amount of the Company and its Holding Subsidiaries
announcement
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Overview of Guarantee
According to the company’s production and operation needs, the board of directors of Chengdu Berry Hekang Gene Technology Co., Ltd. (hereinafter referred to as “Berry Hekang”, the “Company”) agreed that the company and its holding subsidiaries should be the wholly-owned subsidiary of Beijing Berry Hekang Biotechnology Co., Ltd. Co., Ltd. (hereinafter referred to as “Beijing Berry”) provides a guarantee amount not exceeding RMB 400 million.
The relevant guarantee matters are subject to the formally signed guarantee agreement, and the validity period of the guarantee amount starts from the date of deliberation and approval at the general meeting of shareholders and ends on December 31, 2023.
The scope of the above guarantees includes but is not limited to applying for comprehensive credit, loans, acceptance bills and other financing or carrying out other daily business operations. Guarantee methods include but are not limited to joint liability guarantees, mortgages, etc., and the guarantee amount can be calculated on a rolling basis. The board of directors authorizes the general manager of the company to handle guarantee matters and sign relevant documents according to Beijing Berry’s actual daily operating capital needs within the scope of the above-mentioned guarantee amount. The valid period of authorization is consistent with the guarantee period stipulated in the specific guarantee agreement.
2. Basic information of the guarantor
(1) Beijing Berry
1. Name: Beijing Berry Hekang Biotechnology Co., Ltd.
2. Company type: limited liability company (sole proprietorship of legal person)
3. Unified social credit code: 91110114554825645N
4. Date of establishment: May 18, 2010
5. Legal representative: Gao Yang
6. Registered capital: RMB 360 million
7. Registration place: Room 801, 8th Floor, Building 5, Yard 4, Life Garden Road, Science and Technology Park, Changping District, Beijing
8. Main business: genetic testing services and sales of equipment and reagents based on high-throughput sequencing technology
9. Major financial data of the latest year and period:
currency: RMB
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10. Other explanations: As of the date of this announcement, Beijing Berry is not a dishonest person subject to enforcement, and there is no guarantee for entities outside the consolidated financial statements; there are no guarantees involving overdue debts, litigation, and guarantees that should be borne due to judgments.
3. Main content of the guarantee agreement
The guarantee agreement has not yet been signed, and the content of the agreement and the time of signing are subject to the actually signed contract.
4. Opinions of the Board of Directors
1. Beijing Berry, as the core enterprise of the company group and the main source of income and profit, provides guarantees for Beijing Berry to guarantee its access to and use of bank credit, and can provide Beijing Berry with daily liquidity support to ensure the company’s continuous , Steady development.
2. As a wholly-owned subsidiary of the company, Beijing Berry can accurately grasp its financial status and control its business decisions, and can effectively control and prevent guarantee risks.
3. The provision of guarantees for subsidiaries this time can strengthen the company’s credit level, and does not involve Beijing Berry’s counter-guarantee, and will not increase Beijing Berry’s additional obligations.
4. This guarantee is in compliance with relevant laws and regulations and other normative documents such as the Company Law, the Shenzhen Stock Exchange Stock Listing Rules, and the Guidelines for the Self-Regulation of Listed Companies No. 1 – Standardized Operation of Main Board Listed Companies. There are situations of illegal guarantees and damage to the interests of shareholders of listed companies.
5. Authorize the general manager of the company to handle guarantee matters and sign relevant documents according to the actual daily operating capital needs of Beijing Berry within the scope of the above-mentioned guarantee amount. The valid period of authorization is consistent with the guarantee period stipulated in the specific guarantee agreement.
5. The cumulative amount of external guarantees and the number of overdue guarantees
As of the date of this announcement, the total external guarantees of the listed company and its holding subsidiaries are not more than RMB 400 million (both are guarantees provided by the listed company for the subsidiaries within the scope of the consolidated statement), accounting for the latest audited net assets of the listed company. 15.81%.
As of the date of this announcement, the company and its holding subsidiaries have not provided guarantees for units outside the consolidated financial statements; there are no guarantees involving overdue debts, litigation, and guarantees that should be borne due to judgments.
6. Documents available for inspection
1. The resolution of the twenty-third meeting of the ninth board of directors.
Special announcement.
Board of Directors of Chengdu Berry Hekang Gene Technology Co., Ltd.
December 18, 2022
Stock code: 000710 Stock abbreviation: Berry Gene Announcement number: 2022-071
Chengdu Berry and Kang Gene Technology
limited company
Announcement on Equity Replacement of Shareholding Subsidiaries
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Transaction overview
Hong Kong Berry Hekang Biotechnology Co., Ltd. (hereinafter referred to as “Hong Kong Berry”), a wholly-owned subsidiary of Chengdu Berry Hekang Gene Technology Co., Ltd. (hereinafter referred to as “Berry Gene” or the “Company”), was established on November 2021 On March 2, exchanged 38.39% equity of Shanmi Holdings Co., Ltd. (hereinafter referred to as “Shanmi Holdings”), a joint-stock company, for 14,230,800 ordinary shares issued by ACT Genomics Holdings Company Limited (hereinafter referred to as “ACT”) and cash of USD 175.11 RMB 10,000 (hereinafter referred to as the “previous investment”). For details, please refer to the “Announcement on Response to Shenzhen Stock Exchange’s 2021 Annual Report Inquiry Letter” disclosed by the company on May 20, 2022 (announcement number: 2022-029).
In December 2022, ACT and PRENETICS GLOBAL LIMITED (hereinafter referred to as “”, a company listed on the NASDAQ stock exchange in the United States) reached a cooperation intention. There are 108,508,000 ACT shares (accounting for 58.3% of ACT’s issued shares).
In order to revitalize minority equity assets and speed up the return of funds, Hong Kong Berry plans to sell its 15,816,600 ACT shares (accounting for about 8.5% of ACT’s issued shares, including 14,230,800 shares acquired in the previous investment, and According to the terms of the agreement and the subsequent settlement agreement, the additional 1,585,800 shares issued) will be exchanged for 2,530,700 PRENETICS shares and cash incentives of US$958,200. After the above transaction is completed, the company will no longer hold the equity of ACT.
The company held the twenty-third meeting of the ninth board of directors on December 16, 2022. It was approved with 9 votes, 0 votes against, and 0 abstentions. According to relevant laws and regulations such as the Stock Exchange Listing Rules and the Articles of Association, this proposal still needs to be submitted to the company’s general meeting of shareholders for deliberation.
This equity replacement behavior does not involve related transactions, nor does it constitute a major asset restructuring as stipulated in the “Administrative Measures for Major Asset Restructuring of Listed Companies”.
2. Basic information of the counterparty
名称：PRENETICS GLOBAL LIMITED
Business nature: Nasdaq listed company
Registered address: Cayman Islands (Cayman Islands)
Main office location: Unit 701-706, K11 Atelier King’s Road 728 King’s Road, Quarry Bay Hong Kong
Legal representative: Yeung Danny Sheng Wu
Authorized capital: USD 50,000
Main business: PRENETICS is a global genetic testing and diagnostic company, whose mission is to provide a wide range of services to patients and healthy people through three business segments: disease prevention, disease diagnosis and personalized care. The company’s business covers 9 regions including the UK, Hong Kong, India, South Africa and Southeast Asia. Its main products are consumer-grade genetic testing and early colorectal cancer screening, and it also provides COVID-19 testing, rapid testing and home diagnostic testing, as well as medical genetic testing. .
Major shareholders and shareholding ratio:
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Actual controller: Yeung Danny Sheng Wu
Is there any relationship with the company: No
Is it a dishonest person subject to enforcement: No
Its main financial indicators are as follows:
Unit: USD
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3. Basic information of the transaction object
1. The basic situation of disposing of assets
名称：ACT Genomics Holdings Company Limited
Category: Equity
Enterprise nature: Overseas non-listed company
Major shareholders and shareholding ratio:
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Main business: ACT is a limited liability company mainly engaged in cancer genomics diagnostic services, gene research, high-throughput sequencing and bioinformatics analysis. It currently has service bases in Taiwan, Singapore, Hong Kong and Japan.
Registered capital: US$18,500
Issued share capital: US$15,333
Establishment time: April 20, 2018
Registered place: Cayman Islands, KY1-1104, Grand Cayman, Ugland Building, P.O. Box 309, Maple Tree Corporate Services Limited Office
Whether other shareholders with priority transfer rights waive priority transfer rights: Yes
Is it a dishonest person subject to enforcement: No
The main financial data of the last year and the last period:
Unit: USD
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There is no pledge or other third-party rights in the ACT equity held by the company, no major disputes, litigation or arbitration matters, and no judicial measures such as seizure or freezing.
The company’s acquisition of ACT equity:
On November 2, 2021, Hong Kong Berry exchanged its 38.39% stake in Shanmi Holdings for 14,230,800 common shares of ACT (not listed yet, valued at US$1.166 per share) and US$1,751,100 in cash. This transaction is part of ACT’s Series D financing.
In March 2022, ACT completed a new round of financing (Round E financing). The issue price of the E round financing was USD 1.4434 per share, which was a 23.79% premium over the D round investment price in which the company participated.
In December 2022, ACT issued an additional 106,600 shares to Hong Kong Berry in accordance with the anti-dilution clause in the previous investment agreement. At the same time, ACT signed the “Settlement Agreement” with Hong Kong Berry and other relevant parties, and transferred the cash transaction payment of US$9 million agreed in the previous investment agreement into ACT shares for payment, of which 1,479,200 additional shares (per share) were issued to Hong Kong Berry Corresponding to USD 1.166).
Before the replacement transaction, Hong Kong Berry held a total of 15.8166 million shares of ACT.
2. Put in the basic situation of assets
The company intends to buy 2,530,700 shares of PRENETICS. There is no pledge or other third-party rights for the shares, no major disputes, lawsuits or arbitrations, and no judicial measures such as seizure or freezing. For the basic information of PRENETICS, please refer to “2. Basic information of the counterparty” in this announcement.
3. Pricing policy and pricing basis for this transaction
According to the “Acquisition and Sale Agreement” signed by all parties, the overall valuation of ACT is US$270,000,000. Based on the above valuation, the valuation of each share of ACT in this transaction is US$1.6 per share. The ratio of PRENETICS and ACT is 1:6.25 Shares are exchanged in proportion. This equity replacement is based on the financial status of ACT and PRENETICS, combined with their respective operating conditions, business development prospects, and market valuation trends of similar overseas companies, in line with the principles of fairness and integrity, and is determined by all parties through consultation.
4. Main content of the transaction agreement
(1) Parties to the transaction
1. Seller: Hong Kong Berry Hekang Biotechnology Co., Ltd.
2. Target: ACT Genomics Holdings Company Limited
3. Buyer: PRENETICS GLOBAL LIMITED
(2) Target equity purchase and sale
1. At the time of delivery, the seller agrees to sell to the buyer and the buyer agrees to purchase the underlying equity and the subsidiary rights of the underlying equity without any encumbrance.
2. The Seller hereby agrees to the Sale and Purchase of the Underlying Shares and waives in approving the Sale and Purchase of the Underlying Shares all pre-emptive rights and other restrictions, if any, on the transfer of the Underlying Shares.
(3) Purchase price and cash incentives
1. The total purchase price of the underlying shares (“Purchase Price”) is US$25,306,529.60, an aggregate amount equal to the number of underlying shares multiplied by the purchase price of US$1.6 per underlying share. At closing, the company’s implied valuation on a fully diluted basis (taking into account the company’s issuance of investor common stock and any other equity pursuant to the Shanmi Settlement Agreement prior to or at closing) was $270,000,000.
2. The purchase price should meet the following conditions:
(1) A share exchange ratio of 1 PRENETICS share for every 6.25 ACT shares (“Share Exchange Ratio”);
(2) The seller shall receive 2,530,652 consideration shares, the number of which is the underlying equity held by the seller at the time of delivery divided by the share conversion ratio and rounded down to the nearest integer.
3. In addition to the Purchase Price, the Buyer shall pay the Seller a total of US$958,224.34 as cash incentives (“Cash Incentives”) for the underlying equity held by the Seller at the time of closing.
(4) Delivery
1. Closing shall take place by electronic exchange ten (10) Business Days after the date on which the last Condition Precedent is satisfied or waived (not later than the date on which the Grace Period expires) or such other date as the Buyer and Seller may agree in writing (“Closing day”).
2. At closing, the seller, the company and the buyer shall each fulfill their obligations.
3. Seller agrees that payment by Buyer to the designated bank account shall constitute a full and effective discharge of Buyer’s obligations to Seller with respect to Buyer’s obligation to pay the cash incentive. After payment, the buyer is not required to have any further concern about the use of the money paid, or to have any further obligations to the seller.
(5) Lock-up period
1. Without prejudice to any requirements related to the disposal under the applicable law, the seller undertakes to the buyer that for the locked consideration shares it receives at the time of delivery and any stock splits, stock dividends, and share exchanges by the buyer due to the locked consideration shares , merger, consolidation, or similar recapitalization (“Locked Securities”), the Seller shall not and shall cause any of its affiliates, nominees, trusts or Any person acting on its behalf must not:
(1) Dispose of any locked-up securities from the delivery date (including the date) to the day six (6) months after the delivery date (excluding the date) (“the first lock-up period”);
(2) From the date of expiry of the first lock-up period (including the date) to the day (excluding the date) three (3) months after the date of the expiration of the first lock-up period (“the second lock-up period ”), disposing of more than twenty-five percent (25%) of the locked-in Consideration Shares held by the Seller immediately after Closing (subject to capital adjustments for reorganization);
(3) From the expiry date of the second lock-up period (including the date) to the date (excluding the date) three (3) months after the expiry date of the second lock-up period (“the third lock-up period ”), disposing of more than thirty-seven and one-half percent (37.5%) of the locked-in consideration shares held by the Seller immediately after Closing (subject to the adjustments made for the recapitalization of the
(4) From the date of expiry of the third lock-up period (including this date) to the date of three (3) months after the date of expiry of the third lock-up period (excluding this day) (“The fourth lock-up period ”), disposing of more than fifty percent (50%) of the locked-in Consideration Shares held by the Seller immediately after Closing (subject to the adjustments made);
(5) From the date of expiry of the fourth lock-up period (including the date) to the date of three (3) months after the date of the expiration of the fourth lock-up period (excluding the date) (“the fifth lock-up period ”), disposing of more than sixty-two-and-a-half percent (62.5%) of the locked-in consideration shares held by the Seller immediately after Closing (subject to the adjustments made for the recapitalization of the
(6) From the expiry date of the fifth lock-up period (including the date) to the date (excluding the date) three (3) months after the expiration date of the fifth lock-up period (“the sixth lock-up period ”), disposing of more than seventy-five percent (75%) of the locked-in Consideration Shares held by the Seller immediately after Closing (subject to capital adjustments for reorganization); and
(7) From the expiry date of the sixth lock-up period (including the date) to the date (excluding the date) three (3) months after the expiry date of the sixth lock-up period (“the seventh lock-up period” , and the first lock-up period, the second lock-up period, the third lock-up period, the fourth lock-up period, the fifth lock-up period and the sixth lock-up period are collectively referred to as the “lock-up period”), and the disposal exceeds a percentage Eighty-seven point five (87.5%) of the locked consideration shares held by the seller immediately after closing (subject to adjustments for any stock split, stock dividend, share exchange, merger, merger or similar recapitalization ).
2. The restrictions prohibiting the seller from disposing of any locked-up securities shall cease to apply if at any time during the lock-up period:
(1) a material change in the duties of Buyer’s chief executive officer, chief scientific officer, or chief financial officer (“senior management”) that materially affects Buyer’s ability to conduct normal business;
(2) Any person holding a senior management position deliberately fails to perform the duties of the senior management position held by him, which has a significant impact on the buyer’s ability to conduct normal business;
(3) Any member of the senior management of the Buyer is charged with any criminal offense or any offense related to fraud, bribery or corruption;
(4) a change of control of the buyer; or
(5) The buyer is insolvent under the law of its place of registration.
V. The purpose of this share swap and its impact on the company
This replacement transaction is mainly based on the need of PRENETICS to expand into the oncology field, and the purpose of seeking further financing and final listing of ACT, and was initiated through consensus between the two parties. As one of the shareholders of ACT, the company’s participation in this overall transaction is mainly based on the following considerations:
(1) Safety and liquidity of overseas investment
Since the beginning of 2022, affected by fluctuations in the secondary market of the same industry, financing in the overseas genetic testing industry has also cooled down. Both ACT and PRENETICS are overseas genetic testing companies. Among them, ACT’s main business—tumor genetic testing business has broad market development prospects, but the development of this business requires a large amount of capital investment and a long R&D cycle. Under the current financing environment , the company expects it will be difficult to complete the incubation and exit in the short term. PRENETICS will be listed on the NASDAQ stock exchange in the United States in 2022. The company acquired PRENETICS equity through replacement, which can better realize asset liquidity, conform to the company’s overall investment strategy and future capital arrangements, and control the risk of investment realization.
(2) Business advantages of PRENETICS
PRENETICS is the world‘s leading genetic testing and health diagnosis company. As the first Hong Kong unicorn company listed on Nasdaq, its business has now expanded to a global scale. According to TrustPilot Review, PRENETICS is ranked No. 1 diagnostic/DNA testing company based in Hong Kong and the UK in terms of number of tests. The company achieved further cooperation with PRENETICS by investing in PRENETICS equity, which will help the company develop overseas business resources.
Based on the above reasons, the company intends to optimize the asset structure, accelerate the return of funds, and improve sustainable development capabilities through this equity replacement, which is in line with the company’s overall development strategy.
After the completion of this transaction, it is estimated that there will be a loss of 87 million yuan. The amount is mainly based on the book value of ACT and the latest closing price after replacement into PRENETICS stock (based on the closing price on December 15, 2022). The loss is non-recurring The specific financial data is subject to the follow-up audit. This transaction is an adaptive adjustment made by the company under the current economic environment and industry situation, and there is no harm to the interests of the company and shareholders.
6. Documents available for inspection
1. Resolutions of the twenty-third meeting of the ninth board of directors;
2. The independent opinion of the independent director on the equity replacement of the subsidiary;
3. An overview table of transactions of listed companies.
Special announcement.
Board of Directors of Chengdu Berry Hekang Gene Technology Co., Ltd.
December 18, 2022
Stock code: 000710 Stock abbreviation: Berry Gene Announcement number: 2022-070
Chengdu Berry and Kang Gene Technology
limited company
The 23rd Meeting of the Ninth Board of Directors
Announcement of resolution
The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.
1. Convening situation
The twenty-third meeting of the ninth session of the Board of Directors of Chengdu Berry Hekang Gene Technology Co., Ltd. (hereinafter referred to as the “Company”) was held on December 16, 2022 at Building 8, Building 5, No. 4, Shengshengyuan Road, Changping District, Beijing The first-floor meeting room was held in a combination of on-site and communication meetings. The notice of the meeting was sent to all directors by email on December 13, 2022. All directors attending the meeting have been informed of the necessary information related to the matters discussed. Nine directors should attend the meeting of the board of directors, and nine directors actually attended the meeting. The meeting was presided over by Mr. Gao Yang, the chairman of the board of directors, and the secretary of the board of directors and securities affairs representatives attended the meeting. The convening and voting procedures of the meeting complied with the provisions of relevant laws, administrative regulations, departmental rules, regulatory documents and the company’s articles of association.
2. Deliberation
1. Deliberated and passed the “Proposal on Equity Replacement of Shareholding Subsidiaries”
Voting result: 9 votes in favor, 0 votes against, 0 abstentions.
Hong Kong Berry intends to sell all its ACT shares (a total of 15,816,600 shares, including 14,230,800 shares acquired in the previous investment, and an additional 1,585,800 shares issued in accordance with the terms of the previous investment agreement and the subsequent settlement agreement) 2,530,700 PRENETICS shares and cash incentives of US$958,200 were obtained in exchange. After the above transaction is completed, the company will no longer hold the equity of ACT.
This proposal still needs to be submitted to the company’s general meeting of shareholders for consideration.
For details, please refer to the “Announcement on Equity Replacement of Shareholding Subsidiaries” disclosed by the company on Juchao Information Network on the same day.
2. Deliberated and passed the “Proposal on the Guarantee Amount Estimation of the Company and its Holding Subsidiaries”
Voting result: 9 votes in favor, 0 votes against, 0 abstentions.
In order to meet the needs of daily operations, the company expects to provide a guarantee of no more than RMB 400 million for its wholly-owned subsidiary Beijing Berry Hekang Biotechnology Co., Ltd. in 2023.
This proposal still needs to be submitted to the company’s general meeting of shareholders for consideration.
For details, please refer to the “Announcement on the Estimated Guarantee Amount of the Company and its Holding Subsidiaries” disclosed by the company on Juchao Information Network on the same day.
3. Deliberated and passed the “Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2023”
Voting result: 9 votes in favor, 0 votes against, 0 abstentions.
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2023 on January 3, 2023, to review the above-mentioned “Proposal on Equity Replacement of Participating Subsidiaries”, “Proposal on Estimated Guarantee Amount of the Company and its Holding Subsidiaries” and other related matters.
3. Documents for inspection
1. Resolutions of the twenty-third meeting of the ninth board of directors;
2. The independent opinions of the independent directors on the equity replacement of the subsidiaries.
Special announcement.
Board of Directors of Chengdu Berry Hekang Gene Technology Co., Ltd.
December 18, 2022