济南圣泉集团股份有限公司关于收购控股子公司济南尚博医药股份有限公司股权暨关联交易的公告

Core Viewpoint - The company, Jinan Shengquan Group Co., Ltd., plans to acquire a 13.50% stake in its subsidiary, Jinan Shangbo Pharmaceutical Co., Ltd., from BIOSYNTH LIMITED for a total consideration of $4.29 million, increasing its ownership from 76.50% to 90.00% [2][4][30]. Group 1: Transaction Overview - The acquisition aims to enhance the synergy between fine chemicals and pharmaceutical intermediates, improve asset integration efficiency, and optimize the governance structure of the subsidiary [4]. - The transaction has been approved by the company's board of directors and does not require shareholder approval as it does not meet the threshold for such a review [3][31][32]. - The total transaction amount is $4.29 million, which is based on an asset valuation report that assessed the market value of the subsidiary's equity at approximately ¥222.92 million [14][22]. Group 2: Related Party Transaction - BIOSYNTH LIMITED is considered a related party due to the prior directorship of Wang Wubao, who served as a director at both the company and BIOSYNTH [2][7]. - The company has not engaged in similar transactions with different related parties in the past 12 months, and the cumulative amount of daily related transactions with the same related party is ¥17.57 million [6][34]. Group 3: Financial and Operational Aspects - Shangbo Pharmaceutical focuses on CDMO services for pharmaceutical intermediates, providing integrated services for the development and production of small molecule intermediates [10]. - The subsidiary has passed various international certifications, including FDA approval, and operates under EU CGMP standards [10]. Group 4: Approval Process - The transaction was reviewed and approved in a special meeting of independent directors before being presented to the full board, where it received unanimous support [5][31].