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利妥昔单抗注射液(汉利康)
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上海复星医药(集团)股份有限公司关于增持控股子公司股权的提示性公告
Transaction Overview - The company plans to acquire a total of 21,034,313 non-listed shares of Fuhong Hanlin at a price of HKD 24.60 per share, representing approximately 3.87% of the total shares outstanding as of the announcement date [2][7] - The total transaction value amounts to HKD 517,444,099.80, which is equivalent to approximately RMB [2][7] - Following the completion of this acquisition, the company's ownership in Fuhong Hanlin will increase from 59.56% to 63.43% [3][9] Related Party Transactions - The acquisition includes a related party transaction as the company’s executive director, Ms. Guan Xiaohui, is also a director of Wuxi Tongshan, which is a related party [3][9] - The shares acquired from Wuxi Tongshan amount to 4,666,667, constituting part of the related party transaction [3][9] Regulatory Compliance - The acquisition does not constitute a major asset restructuring as defined by the relevant regulations [4][10] - No approval from the board of directors or shareholders is required for this transaction [5][11] Company Background - Fuhong Hanlin, established in February 2010 and listed on the Hong Kong Stock Exchange in September 2019, focuses on the research, production, and sales of monoclonal antibody drugs [12] - As of the announcement date, Fuhong Hanlin has a total of 543,494,853 shares, including 163,428,541 H-shares and 380,066,312 non-listed shares [12] Financial Performance - As of December 31, 2024, Fuhong Hanlin reported total assets of RMB 1,059,752,000, equity attributable to shareholders of RMB 301,362,000, and total liabilities of RMB 758,390,000 [13] - For the year 2024, Fuhong Hanlin achieved revenue of RMB 572,445,000 and a net profit of RMB 82,047,000 [13] Seller Information - Wuxi Tongshan, one of the sellers, was established in May 2016 and has total assets of RMB 9,519,000 as of December 31, 2024 [14] - Other sellers include Shanghai Shanwu, Zhoushan Guoyun, and Henlink, each with varying business focuses and financial standings [15][16][17] Impact on the Company - The acquisition reflects the company's confidence in Fuhong Hanlin's growth and value, enhancing its stake in a key antibody technology platform [19]