根据股权转让协议，待股权转让后，(i)双润正安将向建议受要约人提出自愿性部分要约，以收购要约股份；(ii)海瑞祥天生物科技香港同意及不可撤销地承诺，其将申请预接受与其于目标公司14.13%股权有关的部分要约（剔除目标公司股份购回账户中的股份）；及(iii)苏州外润同意及不可撤销地承诺，其将申请预接受与其于目标公司8.88%股权有关的部分要约（剔除目标公司股份购回账户中的股份）。Sino Biopharm (01177.HK) announced on October 30, 2024, that its indirect wholly-owned subsidiary, Beijing Runkang, has entered into an equity transfer agreement with Hairui Xiangtian Biotechnology Hong Kong. According to the agreement, Beijing Runkang agreed to acquire and Hairui Xiangtian Biotechnology Hong Kong agreed to sell its held shares. As of the date of this announcement, Hairui Xiangtian Biotechnology Hong Kong holds a total of 56.38% equity in Hao Ou Bo (688656.SH). After the equity transfer, (i) Beijing Runkang will hold 29.99% equity in the target company; and (ii) concerted parties will hold 39.18% equity and 16.17% voting rights of the target company (taking into account the waiver of voting rights related to pre-accepted shares and the removal of shares in the buy-back account). Therefore, the group will acquire control of the target company after completing the equity transfer.
After the equity transfer, Dual Run Zheng'an (a non-wholly owned subsidiary of the company) will make a voluntary partial tender offer to acquire the offer shares from the target company shareholders (excluding the proposed offeree, Beijing Runkang).
On October 23, 2024, Auspicious Choice acquired 48.9802% equity of Dual Run Zheng'an (a non-wholly owned subsidiary of the company) from other shareholders of Dual Run Zheng'an (minority shareholders of Dual Run Zheng'an). As of the date of this announcement, the company indirectly holds 51.0198% equity of Dual Run Zheng'an, and Auspicious Choice holds 48.9802% equity of Dual Run Zheng'an, with relevant industrial and commercial changes (filing) registration in progress.
According to the equity transfer agreement, after the equity transfer, (i) Dual Run Zheng'an will make a voluntary partial tender offer to the proposed offeree to acquire the offer shares; (ii) Hairui Xiangtian Biotechnology Hong Kong agrees and irrevocably commits to apply for the pre-acceptance of the partial offer related to its 14.13% equity in the target company (excluding shares in the buy-back account of the target company); and (iii) Suzhou Wairun agrees and irrevocably commits to apply for the pre-acceptance of the partial offer related to its 8.88% equity in the target company (excluding shares in the buy-back account of the target company).
After the partial offer (if conducted), Dual Run Zheng'an will directly hold up to 25.01% equity of the target company (excluding shares in the buy-back account of the target company). After the partial offer is completed, the company will indirectly hold up to 55.00% equity of the target company through its subsidiaries Beijing Runkang and Dual Run Zheng'an (excluding shares in the buy-back account of the target company).
The target company, Hao Ou Bo (688656.SH), is a publicly listed company established in China, listed on the Shanghai Stock Exchange's Sci-Tech Innovation Board. The target company is one of the leading enterprises in the field of in vitro diagnostic testing, focusing on the research, production, and sales of allergy and autoimmunity test reagents, covering a wide range of allergens and autoantibody tests, with extensive market applications and multiple honors and certifications; at the same time, the company actively explores new business in allergy medicine, integrates allergy diagnosis and treatment to achieve a closed-loop allergy diagnosis and treatment system.
After the completion of the equity transfer and partial offer, the target company will become the group's first publicly listed subsidiary in the A-share securities market. As one of the leading companies in China's diagnostic field, the target company's diagnostic business will synergize with the group's pharmaceutical business. The group will also focus on empowering the target company with innovative research and development platforms and market capabilities, unleashing synergies for sustainable growth and strength.
