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华森制药: 关于公司全资子公司受让成都奥睿药业有限公司股权及公司为全资子公司提供对外担保的公告

Transaction Overview - Company and its wholly-owned subsidiary, Chongqing Huason Yino Biotechnology Co., Ltd., will acquire 37.3619% equity of Chengdu Aorui Pharmaceutical Co., Ltd. to enhance innovation drug R&D capabilities and accelerate transformation [1][2] - After the transaction, the company and Huason Yino will hold a combined 66% equity in Aorui Pharmaceutical, which will be included in the company's consolidated financial statements [1][3] Background of the Transaction - The company participated as an angel investor in Aorui Pharmaceutical in June 2020, investing 30 million RMB at a capital increase price of 4.6146 RMB per registered capital [2] - Aorui Pharmaceutical has faced operational difficulties since 2023, triggering buyback clauses due to failure to submit clinical trial applications by the deadline [3][4] Financial and Operational Status of Aorui Pharmaceutical - Aorui Pharmaceutical reported a net loss of approximately 24.89 million RMB for the year ending December 31, 2024, with current liabilities exceeding current assets by about 11.08 million RMB [9] - The company’s total assets were approximately 26.76 million RMB, and net assets were about 12.98 million RMB as of December 31, 2024 [9] Valuation and Equity Transfer - The valuation report indicated that the book value of Aorui Pharmaceutical's equity was 12.98 million RMB, while the assessed value was 98.39 million RMB, reflecting a significant increase of 658.12% [10] - The equity transfer price is based on this valuation, ensuring fair pricing and protection of the company's and shareholders' interests [10] Strategic Importance of Aorui Pharmaceutical - Aorui Pharmaceutical's core asset, ORIC-1940, has received clinical approval and is positioned to address a critical medical need in treating secondary hemophagocytic lymphohistiocytosis (HLH) [19][20] - The integration of Aorui Pharmaceutical into the company's innovation drug segment is expected to enhance the overall R&D pipeline and success rates in drug development [20] Guarantee and Risk Management - The company will provide a guarantee of up to 26 million RMB for Huason Yino's obligations under the equity transfer agreement, with a three-year term [21][24] - The board believes that the financial condition of Huason Yino is stable, and the risks associated with the guarantee are manageable [24] Board Approval and Compliance - The transaction was approved by the board with unanimous consent, and it does not constitute a related party transaction or a major asset restructuring as defined by regulations [2][3]