The difference between Dajia Weikang and Kangerjia is that Dajia Weikang acquired Kangerjia in a "curve", and Dajia Weikang acquired Kangerjia.
Dajia Weikang, which was listed on the New OTC Market, is mainly engaged in the distribution and retail business of drugs, biological products, medical devices and other products, and began to get involved in the field of reproductive hospitals in 2019. The company was listed on the GEM of the Shenzhen Stock Exchange in December 2021, and the actual controllers are Minghui and Wang Yiqing.
According to the announcement disclosed by Dajia Weikang, Dajia Weikang plans to invest 167 million yuan in a joint venture with Hunan Kangerjia Pharmaceutical Co., Ltd. (hereinafter referred to as "Kangerjia Shares") controlled by Yang Xiaozhou and Wang Yinghui. ), Hunan Kangerjia Biomedical Technology Co., Ltd. (hereinafter referred to as "Kangerjia Biotechnology"), and Hunan Kangerjia Oriental Lijun Cosmetics Co., Ltd. (hereinafter referred to as "Oriental Lijun") *** jointly invested in the establishment of a joint venture. Kangerjia's three companies plan to use their own machinery, equipment, real estate, and land to subscribe for an investment of 78.4 million yuan, accounting for 32% of the target company's registered capital, and Dajia Weikang's investment accounted for 68%. The registered capital of the joint venture is approximately 245 million yuan.
The announcement also shows that after the joint venture is established, it will purchase assets from three companies on the Kangerjia side. The subject assets include buildings, machinery and equipment, land use rights, drug approval-related intangible assets, etc., and the evaluation The total value is 245 million yuan, which is consistent with the registered capital amount of the above-mentioned joint venture company. During the transaction, Dajia Weikang will pay 167 million yuan to Konerjia shares through the joint venture company, and Konerjia's three companies will transfer various assets to the name of the joint venture company.
In addition, Konerjia Co., Ltd. will appoint directors to the joint venture company. Konerjia Co., Ltd. and Oriental Lijun promise that the retention rate of core technical backbones and core business personnel in the joint venture company will reach more than 95%. The announcement also showed that Yang Xiaozhou and Wang Yinghui, the actual controllers of Kangerjia Co., Ltd., will be responsible for the daily operations of the joint venture until 2025, and promised that from 2023 to 2025, the joint venture’s net profit after tax will be no less than 15 million yuan. 20 million yuan and 25 million yuan.
It can be seen from the above-mentioned transaction arrangements that, except for Kangerjia Biotech’s failure to commit to retaining core technical key employees, Yang Xiaozhou and Wang Yinghui seem to have transferred some of the core assets and personnel of the three Kangerjia companies to the joint venture as a whole. The meaning of the company.
The Shenzhen Stock Exchange also asked Dajia Weikang to further explain whether the assets planned to be used for investment by the three Kangerjia companies and the operating assets planned to be acquired by the joint venture company are all the assets held by Dajia Weikang. This time After the transaction is completed, Kangerjia will ask whether the three companies intend to continue to exist.