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Original title: Waiver of control rights for HPV vaccine subsidiary causes controversy.
On the evening of December 4, Watson Bio (300142, SZ; previous closing price of 45.66 yuan) announced the transfer of its stakes from Shanghai Zerun Biotechnology Co., Ltd. to Zibo Yunze Venture Capital Partnership (Limited Company ) (hereinafter Zibo Yunze) and other companies. The company (hereinafter Shanghai Zerun) is part of the share capital. At the same time, Zibo Yunze will also increase the capital to Shanghai Zerun. After the completion of the above transaction, Watson Bio will cease to hold the controlling stake in Shanghai Zerun. Shanghai Zerun has developed bivalent HPV vaccines and nine-valent HPV vaccines for many years. Among them, in June the application for registration for bivalent HPV vaccine was accepted. Due to a shortage of HPV vaccines and high market valuation expectations, Watson’s move also sparked considerable controversy.
The “Daily Business News” reporter noted that on the Haitong Securities conference call on the afternoon of December 5, Li Yunchun, Chairman of Watson Biotechnology, responded to this. He said that the purpose of divesting the controlling stake in Shanghai Zerun is to introduce strategic shareholders to the company, and that the listed company is still a major shareholder in Shanghai Zerun, “Watson Biotech can still share in the profits when the pie is over. big”.
On December 6, Watson Biological issued an announcement stating that, due to the transfer of shares from Shanghai Zerun, its subsidiary, Watson Biological received a letter of concern from the Shenzhen Stock Exchange, requesting explanations on the rationale for the transfer of Shanghai Zerun’s control rights in this transaction and the transfer of shares. The basis for determining the ratio is whether there is any behavior that harms the interests of listed companies and small and medium-sized investors, such as the assignment of interests in this transaction. Please further explain if there are any problems between the company and the Shanghai Zerun management team affecting the development of Shanghai Zerun due to insufficient incentives. As a subsidiary of the company, the company cannot offer market-based incentives to attract and retain high-level talent. Specific reasons.
After the transaction, Zibo Yunze became the largest shareholder in Shanghai Zerun. China Visual Map Drawing by Yang Jing
Company: After careful consideration of the transfer
According to the announcement by Watson Bio, the company transferred 32.60% of its registered capital in Shanghai Zerun to Zibo Yunze and Yongxiu Guanyou, and the amount of the capital transfer was 1.14 billion yuan.
At the same time, Zibo Yunze plans to increase its capital in Shanghai Zerun by 110 million yuan. Before the transaction, Watson Bio had a 65.1429% stake in Shanghai Zerun and was the majority shareholder of the company. After the above transaction, the listed company still owns 28.5% of Shanghai Zerun, ranking second, while Zibo Yunze has 29.8005% and becomes the largest shareholder in Shanghai Zerun.
Shanghai Zerun was established in 2003. The company completed its integration with Watson Bio in 2013 and became a portfolio subsidiary of a publicly traded company. Shanghai Zerun is mainly engaged in the development of new recombinant vaccines, including mainly bivalent and 9-valent HPV vaccines, recombinant enterovirus 71 virus (EV71) -like particle vaccines, etc. According to the previous announcement by Watson Biotech, Shanghai Zerun’s bivalent HPV vaccine completed its phase III clinical study in April and the drug registration application for the production of new drugs was accepted in June. In addition, the Shanghai Zerun 9-valent HPV vaccine has also started clinical trials.
Regarding the transfer of the registered capital of Shanghai Zerun, Watson Biotech stated in the announcement: “It is based on the company’s overall development strategy and the needs of the development environment and the development trend of the vaccine industry, In order to take full advantage of Shanghai Zerun’s comparative advantages in the research and development field and the company’s industry. A prudent decision made by broad advantages in business operations. “
However, in the opinion of some investors, Shanghai Zerun’s main product is about to go public and will soon produce hematopoietic capacity. Watson Biotech’s abandonment of the company’s control rights at this time is unintelligible.
On the Haitong Securities conference call, Watson Bio chairman Li Yunchun said that (the company divested the controlling stake in Shanghai Zerun) after careful consideration, it is a good thing for publicly traded companies and Shanghai Zerun. In terms of opportunity cost, the company can focus on developing valuable products such as the already implemented mRNA vaccine. From an equity perspective, the company has only changed from a majority shareholder of (Shanghai Zerun) to a majority shareholder. You can still benefit from Shanghai Zerun R&D and manufacturing. Get a very good income. “
According to Li Yunchun, if the listed companies continue to control Shanghai Zerun and continue to invest in bivalent HPV vaccines and nine-valence HPV vaccines, under relevant static conditions, at least another billion to 1.5 billion will be invested. yuan to do the above two. The products meet the needs of the market. Ultimately, the company may be a better option to invest funds in research for products such as mRNA vaccines. After all, the company and some international pharmaceutical giants are on the same starting line for such products as well. “If investors value the value of Watson Biotechnology, they can see it in the long term,” Li Yunchun said.
Regarding the investor’s question about whether it is feasible to promote the spin-off and listing of the company without giving up the majority stake in Shanghai Zerun, Li Yunchun said that Watson Bio has consulted and understood this, and that it is difficult to promote it in the situation. current. In this matter, opportunities are likely to be missed.
Investor: Is the transfer price fair?
The price of Watson Bio’s transfer of Shanghai Zerun shares has become the focus of investors’ attention. In this transaction, all parties confirmed that Shanghai Zerun’s global valuation is 3.5 billion yuan.
Li Yunchun explained that Wison Investment, the founder of Shanghai Zerun, recently transferred part of its capital in Shanghai Zerun. The capital transfer of Watson Bio was based on the valuation of the capital sold by Wison Investment.
The “Daily Business News” reporter noted that in November this year, Wison Investment transferred its investment of $ 9.011241 million in Shanghai Zerun (corresponding to 6.4814% of Shanghai Zerun’s share capital) to 4 assignees, with a total price of capital transfer of 227 million. yuan.
In addition, Li Yunchun said that the above transaction price also takes into account the future development value of Shanghai Zerun. The introduction of strategic investors to Shanghai Zerun should be able to empower Shanghai Zerun and provide Shanghai Zerun industrial chain, especially clinical research. help.
According to Qixinbao, Zibo Yunze was established on November 19, the company’s executive partner is Ningbo Xiangcheng Venture Capital, and the general partner is Xi’an Taiming Equity Investment. Xi’an Taiming Equity Investment was established in June 2018, and the executive partner is Ningbo Zeyi Investment Management Partnership (limited company).
In the announcement, Watson Bio said that Zibo Yunze has no relationship with the company. Regarding the question of whether the management of the listed company and the transferee, such as Zibo Yunze and other assignees of shares, are related to the investor’s question, Li Yunchun said that the company will disclose in accordance with the laws and regulations.
On the night of December 4, Watson Biotech simultaneously revealed that Shanghai Zerun shareholders Jin Sheng Shuo Da and Jin Sheng Shuo Chao planned to transfer a total of 11.6022% of the shares held by Shanghai Ze Run, and the company waived the right of first refusal. The assignees of the above capital transfer are Beijing Woxing Xisheng Equity Investment Partnership (limited partnership) and Jiaxing Xilin Equity Investment Partnership (limited partnership). The assignee’s managing partner and managing partner are Beijing Xishen Assets.
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