CR Sanjiu(000999) 上海证券报·2025-03-27 19:22Core Viewpoint - China Resources Sanjiu Medical & Pharmaceutical Co., Ltd. has completed the acquisition of 418,306,002 shares of Tianjin Tasly Pharmaceutical Group Co., Ltd., representing 28% of its total issued shares, thereby becoming its controlling shareholder [2][3][4]. Group 1: Transaction Details - The acquisition was executed through cash payment to Tasly Group and its affiliates, with the shares transferred to China Resources Sanjiu [2]. - The shares acquired include 351,619,489 shares from Tasly Group and smaller amounts from its affiliates [2]. - Following the transaction, the controlling shareholder of Tasly will change from Tasly Group to China Resources Sanjiu, with the actual controller being China Resources Limited [2]. Group 2: Payment Structure - The payment for the share transfer is structured in three phases: 1. 35% of the transfer price to be paid within 10 working days of the agreement's effectiveness [7]. 2. 55% to be paid within 10 working days after the shares are registered under China Resources Sanjiu's name [7]. 3. The remaining 10% to be paid within 10 working days after a 6-month period post-registration [7]. - As of the announcement date, the first payment has already been made [7]. Group 3: Post-Transaction Matters - Following the completion of the share transfer, there are still outstanding payments and commitments that need to be fulfilled according to the share transfer agreement [8]. - The company is required to continue fulfilling its information disclosure obligations as per relevant laws and regulations [8]. Group 4: Verification Opinions - The independent financial advisor, Huatai United Securities, confirmed that the transaction complies with relevant laws and that the share transfer procedures are legal and effective [9]. - The legal advisor, Shanghai Jintiancheng Law Firm, also affirmed that the transaction followed the necessary legal procedures and that there are no significant discrepancies in the information disclosed [10][11].