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济川药业: 湖北济川药业股份有限公司董事会关于曹飞要约收购事宜致全体股东的报告书
Zheng Quan Zhi Xing· 2025-07-04 16:12
Core Viewpoint - The report outlines the offer to acquire shares of Hubei Jichuan Pharmaceutical Co., Ltd. by Cao Fei, which triggers a mandatory tender offer due to the increase in shareholding above 30% [19][24]. Group 1: Company Overview - Hubei Jichuan Pharmaceutical Co., Ltd. focuses on the research, production, and sales of pharmaceuticals, particularly in pediatrics, respiratory, digestive, and gynecological fields [7][8]. - The company has developed a core product matrix that includes pediatric medications and treatments for upper respiratory infections [8]. Group 2: Financial Data - The company's recent financial performance shows total revenue of 965,453.72 million yuan in 2023, with a net profit of 282,706.30 million yuan [9]. - The financial indicators for the first quarter of 2025 indicate a net profit of 44,129.27 million yuan, with a gross margin of 77.25% [10][11]. Group 3: Shareholding Structure - As of the report date, the total issued shares of the company are 921,704,160, with 99.35% being freely tradable [11]. - The report indicates that the acquirer, Cao Fei, does not currently hold shares in the company, while his associated parties hold significant stakes [18]. Group 4: Acquisition Details - The offer price for the tender is set at 24.85 yuan per share, which is based on the average price over the last 30 trading days prior to the announcement [20][21]. - The acquisition is structured to comply with legal requirements, ensuring that the company remains publicly listed post-acquisition [24]. Group 5: Independent Financial Advisor - Guojin Securities has been appointed as the independent financial advisor for the acquisition, confirming that the offer complies with relevant laws and regulations [24][23]. - The independent advisor's report supports the board's recommendation for shareholders to consider the offer based on the company's future prospects and market conditions [23][24].