BOQI International Medical Amends Terms for Acquisition of Boqi Zhengji Pharmacy Chain
February 07 2020 - 8:30AM
BOQI International Medical Inc. (NASDAQ: BIMI) (“BIMI” or the
“Company”) today announced that it has signed an Amendment to Stock
Purchase Agreement for the acquisition of Boqi Zhengji Pharmacy
Chain Co., Ltd (“Boqi Pharmacy”) (the “Amendment”). The Amendment
contemplates substantial changes to the mechanism for the
adjustment to the post-closing consideration.
According to the original purchase agreement signed on April 11,
2019, the aggregate purchase price for the shares of Boqi Pharmacy
(or Boqi Pharmacy’s parent) consists of a cash consideration of RMB
40,000,000 (currently approximately US$5,714,285) (the “Target Cash
Consideration”)and 1,500,000 shares of common stock of the Company.
The Target Cash Consideration is subject to post-closing adjustment
according to the appraised value of Boqi Pharmacy.
Pursuant to the Amendment, the Target Cash Consideration shall
be adjusted according to the performance of Boqi Pharmacy in 2020.
Specifically, if Boqi Pharmacy has at least 100,000 member
customers as of December 31, 2020 (the “Target Customer Number”)
and achieves a gross profit of at least RMB 20,000,000 (currently
approximately US$2,857,142) in 2020 (the “Target Profit Amount”),
the Company will pay the full amount of the Target Cash
Consideration. If, however, either the Target Customer Number or
the Target Profit Amount is not met, the Target Cash Consideration
will be adjusted downward based on the actual performance comparing
to the targets. In the event Boqi Pharmacy’s gross profit in 2020
is zero or a negative number, the Target Cash Consideration will
not be paid.
The Amendment emphasizes the importance of Boqi Pharmacy’s
performance, growth potential and profit-generation ability in
determining the value of the acquisition, while creating a
possibility of reducing the Company’s acquisition costs
significantly.
About BOQI International Medical Inc.
BOQI International Medical Inc. (formerly known as NF Energy
Saving Corporation) (NASDAQ: BIMI) was founded in 2006. In February
2019, the Board of Directors of the company was reorganized
following efforts led by Mr. Yongquan Bi, the company’s new
Chairman, with a renewed focus on the health industry. The company
is now transforming from a provider of integrated energy
conservation solutions utilizing energy-saving equipment, technical
services and energy management re-engineering project operations to
a medical and health service provider. BOQI International Medical
Inc. offers a broad range of consumer-directed health products and
related services, including medical, pharmacy and behavioral health
plans, chronic disease management services, and health information
technology products and services. BOQI International Medical Inc.
is community-based and locally focused, engaging consumers with
more affordable, accessible, simple and seamless care they need
when and where they need it.
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development are examples of such forward-looking statements. The
forward-looking statements include risks and uncertainties,
including, but not limited to, the effect of political, economic,
and market conditions and geopolitical events; legislative and
regulatory changes that affect our business; the availability of
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and potential competitors; investor sentiment; and our reputation.
We do not undertake any responsibility to publicly release any
revisions to these forward-looking statements to take into account
events or circumstances that occur after the date of this report.
Additionally, we do not undertake any responsibility to update you
on the occurrence of any unanticipated events, which may cause
actual results to differ from those expressed or implied by any
forward-looking statements. The factors discussed herein are
expressed from time to time in our filings with the Securities and
Exchange Commission available at http://www.sec.gov.
IR Contact:Dragon Gate Investment Partners
LLCTel: +1(646)-801-2803Email: BIMI@dgipl.com
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