控制权变更停滞遭问询 卫光生物回复

Core Viewpoint - The control change of Weiguang Biological (002880.SZ) has become a focal point in the regulatory review of its stock issuance to specific targets, with uncertainties surrounding the completion of necessary agreements and approvals [1][2]. Group 1: Control Change Background - In June 2023, Weiguang Biological's controlling shareholder, Guangming District State-owned Assets Supervision and Administration Commission, signed a cooperation agreement with China National Pharmaceutical Group to establish a joint venture with a 49:51 equity ratio, which would result in China National Pharmaceutical becoming the actual controller of the company [1]. - The prerequisites for this control change include signing a supplementary cooperation agreement, a non-compensatory transfer agreement, completing the registration of the joint venture, and passing state-owned assets approval and antitrust review, none of which have been completed as of now [1]. Group 2: Current Status and Commitments - The company explained that the control change has stalled due to complex negotiations involving multiple parties, and there is uncertainty regarding the future progress of this change [1]. - Recent developments indicate that both Guangming District State-owned Assets and China National Pharmaceutical have committed not to push for a control change before the issuance and listing process is completed, which is legally binding and aims to ensure stability during the issuance period [1]. - Regarding the subscription arrangement for the current issuance, China National Pharmaceutical and its affiliates have not expressed any intention to subscribe or signed relevant agreements, and Guangming District State-owned Assets has also clarified that it will not participate in this subscription [1]. Group 3: Future Control Change Risks - The company has clarified that there is no possibility of a control change during the current issuance period, and even if the control change is pursued later, China National Pharmaceutical has committed not to adjust the fundraising projects, thereby maintaining the company's independent decision-making authority in operations and management [2]. - This commitment is expected to prevent any significant adverse impact on existing business operations and fundraising projects, not constituting a substantive obstacle to the current issuance [2].