Gelonghui, October 30, 丨 China Biopharmaceutical (01177.HK) announced on October 30, 2024, including that Beijing Runkang, an indirect wholly-owned subsidiary of the company, entered into an equity transfer agreement with Hairui Xiangtian Biotech Hong Kong. Based on this, Beijing Runkang agreed to acquire and Hairui Xiangtian Biotech Hong Kong agreed to sell its underlying shares. As of the date of this announcement, Hairui Xiangtian Biotech Hong Kong held a total of 56.38% of the shares in Haoubo (688656.SH). After the share transfer is completed, (i) Beijing Runkang will hold 29.99% of the target company's shares; and (ii) those acting in concert will hold 39.18% of the target company's shares and 16.17% of voting rights (after considering waiving voting rights relating to pre-accepted shares and excluding shares from the target company's share repurchase account). Therefore, the Group will obtain control of the target company after completing the share transfer.

After the share transfer, Shuangrun Zhengan (that is, a non-wholly-owned subsidiary of the company) will submit a voluntary partial offer to the target company's shareholders (i.e. proposed offenders, excluding Beijing Runkang) to acquire the offered shares in accordance with the share transfer agreement.

On October 23, 2024, Auspicious Choice acquired 48.9802% of Shuangrun Zhengan (a non-wholly-owned subsidiary of the company) from other shareholders of Shuangrun Zhengan (i.e. minority shareholders of Shuangrun Zhengan). As of the date of this announcement, the company indirectly held 51.0198% of Shuangrun Zhengan's shares and Auspicious Choice held 48.9802% of Shuangrun Zhengan's shares, and the relevant business change (filing) registration is in progress.

According to the share transfer agreement, after the share transfer, (i) Shuangrun Zhengan will submit a voluntary partial offer to the proposed offender to acquire the offered shares; (ii) Hai Rui Xiangtian Biotechnology Hong Kong agrees and irrevocably undertakes to pre-accept part of the offer relating to its 14.13% share in the target company (excluding shares in the target company's share repurchase account); and (iii) Suzhou Wairun agrees and irrevocably undertakes to pre-accept part of the offer relating to 8.88% of the target company's shares (excluding the target company) share repurchase of shares in the account).

After completion of part of the offer (if made), Shuangrun Zhengan will directly hold up to 25.01% of the target company's shares (excluding shares in the target company's share repurchase account). After the partial offer is completed, the company will indirectly hold up to 55.00% of the target company's shares through its subsidiaries Beijing Runkang and Shuangrun Zhengan (excluding shares in the target company's share repurchase account).

The target company, Haoubo (688656.SH), is a limited company incorporated in China and listed on the Science and Technology Innovation Board of the Shanghai Stock Exchange. The target company is one of the leading enterprises in the in vitro diagnosis industry, focusing on the R&D, production and sales of allergy and self-exempt test reagents. The products cover a variety of allergens and autoantibody tests, and have a wide range of market applications and multiple honorary certifications. At the same time, the company is actively developing new allergy drug businesses and exploring the integration of allergy diagnosis and treatment to achieve a closed loop of allergy diagnosis and treatment.

After the equity transfer and partial offer are completed, the target company will become the Group's first listed subsidiary in the A-share securities market. As one of the leading enterprises in the field of diagnosis in China, the target company will form a business collaboration with the Group's pharmaceutical business. The group will also strive to empower target companies in innovative R&D platforms and markets, unleash synergies, and continue to grow bigger and stronger.