On the evening of February 12, Chengda Bio announced that the company's actual controller is planned to be changed from Liaoning State-owned Assets Supervision and Administration Commission to a company with no actual controller, and the company's stock will resume trading from the opening of the market on February 13.

It is reported that Liaoning Chengda, the controlling shareholder of Chengda Bio, has held a relevant board meeting on February 12 to review and approve the relevant proposals for the board election. After the election, Shaoguan Gaoteng will have a significant impact on the operation and management of Liaoning Chengda by nominating and electing more than half of the non-independent director seats on the board of directors of Liaoning Chengda.

The controlling shareholder of Liaoning Chengda will be changed from Liaoning State-owned Assets Management Co., Ltd. to Shaoguan Gaoteng, and the actual controller will be changed from Liaoning State-owned Assets Supervision and Administration Commission to a company with no actual controller.

After this change of control, Shaoguan Gaoteng will indirectly control 54.67% of Chengda Bio's equity through Liaoning Chengda. Chengda Bio said that after the change of control, the company's management and operation team will not change significantly and will not have a substantial impact on the company's daily production and operation.

On the evening of the same day (February 12), Chengda Bio also disclosed a tender offer report. It is reported that this tender offer is a comprehensive offer issued by Shaoguan Gaoteng to all other shareholders of Chengda Bio except Liaoning Chengda to acquire the unrestricted tradable shares held by them. It is not intended to terminate Chengda Bio's listing status, but there is a risk that the equity distribution does not meet the listing conditions.

Previously, on the evening of February 10, Chengda Bio and Liaoning Chengda announced on the same day that the actual controller of the company may change. It is reported that Shaoguan Gaoteng, the largest shareholder of Liaoning Chengda, has expired his commitment not to seek control and proposed a new election for the board of directors of Liaoning Chengda. The day after the announcement (February 11), Liaoning Chengda rose by 10CM.

Tianyancha shows that Shaoguan Gaoteng was established in 2018 with a registered capital of 3 billion yuan and is wholly owned by Guangdong Private Investment Co., Ltd. (hereinafter referred to as "Guangdong Private Investment").

Guangdong Private Investment began investing in Liaoning Chengda as early as 2019 and continued to increase its holdings. The following year (i.e. 2020), Guangdong Private Investment acquired 5.18% of Liaoning Chengda's shares through an agreement transfer, with a controlling stake of 12.46%, becoming the largest shareholder.

However, since Chengda Bio was rushing for an IPO on the Science and Technology Innovation Board at that time, Guangdong Private Investment did not seek control of Liaoning Chengda, and promised in February 2021 that it would not seek actual control of Liaoning Chengda within 12 months from the date of Chengda Bio's issuance and listing. The commitment period was then extended to 24 months.

Chengda Bio finally successfully landed on the Science and Technology Innovation Board in October 2021, but two years later in 2023, Guangdong Private Investment did not take any relevant actions. To this day, Guangdong Private Investment has finally taken control of the "Chengda Series" company.

Chengda Bio's main business is the research and development, production and sales of human vaccines. The company's core products include human rabies vaccine and Japanese encephalitis inactivated vaccine. It is reported that the company's human rabies vaccine is currently the only human rabies vaccine product on sale in China that can be injected using the Zagreb2-1-1 method.

The company's performance is not optimistic. As shown in the figure below, Chengda Bio's performance "peaked when it was listed", and its net profit attributable to the parent company fell from 892.5 million yuan at the time of listing (ie: 2021) to 465.9 million yuan in 2023. In the first three quarters of 2024, the company's net profit attributable to the parent company was 329.7 million yuan. As for the reason, Chengda Bio attributed it to the fierce competition in the domestic human rabies vaccine market.

https://finance.eastmoney.com/a/202502133317815088.html

责编: editor