China Jo-Jo Drugstores Announces Strategic Business Restructuring to Strengthen Wholesale Business for Greater Profitability and Growth

Rhea-AI Summary

China Jo-Jo Drugstores (NASDAQ: CJJD) announced a strategic restructuring initiative to transform into an asset-light, wholesale-focused company. The restructuring involves two key transactions:

1. The acquisition of Allright Internet Technology through an equity exchange of 2,225,000 ordinary shares (38% of outstanding shares post-transactions)

2. The sale of Jo-Jo's retail business to current CEO Lei Liu and director Li Qi in exchange for their 2,548,353 ordinary shares surrender

The transactions are expected to close in Q1 2025, subject to shareholder approval. Following closure, Liu and Qi will resign from their positions, and Allright's ultimate shareholder, Lingtao Kong, will join the board. Current CFO Frank Zhao will become interim CEO to oversee operations and business integration.

Positive

• Strategic shift to asset-light, wholesale-focused model reducing operational costs
• Acquisition of fast-growing wholesale business Allright Technology
• Streamlining operations by divesting high-cost retail segment
• No cash outlay required for the acquisition (share exchange transaction)

Negative

• Significant ownership dilution with issuance of 2,225,000 new shares (38% of post-transaction shares)
• Loss of retail business segment and associated revenue stream
• Leadership transition risks with CEO and director resignations
• Execution risks associated with business model transformation

Insights

Financial Restructuring Analyst

The strategic restructuring of China Jo-Jo Drugstores represents a transformative shift that warrants careful analysis. The transaction structure reveals a sophisticated approach to business model optimization, effectively reducing operational complexity while maintaining market presence.

The equity exchange mechanics are particularly noteworthy. The acquisition of Allright through 2,225,000 shares issuance, coupled with the simultaneous buyback and cancellation of 2,548,353 shares from current management, results in a net reduction in share count. This structure suggests a value-accretive transaction that could potentially enhance earnings per share.

The transition to an asset-light wholesale model is strategically sound for several reasons:

• Reduced operational overhead from eliminating retail location costs
• Enhanced scalability through wholesale distribution networks
• Improved working capital efficiency with streamlined inventory management
• Better positioning to capitalize on China's pharmaceutical distribution consolidation trends

The wholesale pharmaceutical market in China presents significant opportunities, driven by:

• Healthcare reform initiatives favoring efficient distribution channels
• Increasing demand for pharmaceutical products in lower-tier cities
• Government policies promoting supply chain optimization

The appointment of Allright's ultimate shareholder to the board, combined with the retention of the current CFO as interim CEO, suggests a balanced approach to maintaining operational continuity while introducing new strategic expertise. This hybrid leadership structure could facilitate smoother integration and faster realization of synergies.

Corporate Governance Specialist

The corporate governance implications of this restructuring are profound and potentially positive for shareholders. The transaction effectively resolves potential conflicts of interest by cleanly separating the retail and wholesale operations, with current management taking full ownership of the retail business while surrendering their public company shares.

The governance structure appears to be strengthening through several key elements:

• Clear delineation of business responsibilities between old and new management
• Retention of the experienced CFO as interim CEO, ensuring financial oversight continuity
• Introduction of fresh perspective through Allright's leadership joining the board

The transaction structure demonstrates careful consideration of minority shareholder interests through:

• Share exchange ratios that appear equitable based on the disclosed information
• Clean separation of business lines reducing related-party transaction risks
• Maintenance of Nasdaq listing and associated governance requirements

The transition risks are mitigated by the retention of key financial management and the phased approach to leadership changes. This suggests a well-planned succession strategy that should minimize operational disruption while maximizing the potential for successful integration of the wholesale operations.

HANGZHOU, China, Feb. 3, 2025 /PRNewswire/ -- China Jo-Jo Drugstores, Inc. (Nasdaq: CJJD) ("Jo-Jo Drugstores" or the "Company"), a leading online and offline retailer, wholesale distributor of pharmaceutical and other healthcare products and healthcare provider in China, today announced it has entered into definitive agreements for a strategic restructuring initiative to transition into an asset-light, wholesale-focused company, streamlining operations and enhancing profitability.

The restructuring involved two major transactions (the "Transactions"):

• Acquisition transaction: The acquisition of Allright (Hangzhou) Internet Technology Co. Ltd. ("Allright"), a fast-growing company engaged in the pharmaceutical wholesale business, through an equity exchange for the issuance of 2,225,000 ordinary shares, which represents 38% of issued and outstanding ordinary shares of the Company after giving effect to the Transactions; and
• Divestiture transaction: The sale of Jo-Jo Drugstores' drug retail business to Lei Liu, the current CEO and a director, and Li Qi, a director of the Company, who, together with their affiliates, currently owns approximately 41% of outstanding ordinary shares of the Company, in exchange for a surrender to the Company all shares held by Liu, Qi and their affiliates in the Company totaling 2,548,353 ordinary shares.

The Transactions are expected to close during the first quarter of 2025, subject to customary closing conditions, including approval by the shareholders of Jo-Jo Drugstores. Following the closing of the Transactions, Liu and Qi are expected to resign from the Board and any other position (including the CEO) of the Company, and the ultimate shareholder of Allright, Lingtao Kong, will join the Board. The parties agree that Frank Zhao, the Company's current CFO, will assume the role of interim CEO to ensure the continued operation of the business and integration of Allright's business.

Mr. Lei Liu, Chairman and CEO of Jo-Jo Drugstores, commented, "This restructuring marks a pivotal moment for CJJD as we transition from a high-cost retail segment to a wholesale-focused model. While I will be shifting my focus to the retail business, an area where I have deep expertise, I believe this transformation will enhance operational efficiency and create long-term value for CJJD's shareholders. I look forward to seeing the wholesale business thrive under the new leadership."

Mr. Lingtao Kong, the ultimate shareholder of Allright and incoming board member, stated, "I am excited to join forces with CJJD as we build a stronger wholesale platform. Allright's growth trajectory aligns well with CJJD's strategic vision, and I am confident that our combined expertise will create new opportunities for expansion and success in the pharmaceutical wholesale market."

Mr. Frank Zhao, the current CFO and incoming interim CEO, added, "I am honored to take on this role as interim CEO during this transformative period. I want to thank Mr. Liu for his leadership and dedication in building CJJD into the strong company it is today. As we transition to a wholesale-driven model, I look forward to working closely with Mr. Kong and our team to execute our strategic vision and ensure a seamless integration of Allright's business. Our focus will remain on strengthening our wholesale operations, improving efficiency, and positioning CJJD for long-term success."

About China Jo-Jo Drugstores, Inc.

China Jo-Jo Drugstores, Inc. ("Jo-Jo Drugstores" or the "Company"), is a leading online and offline retailer and wholesale distributor of pharmaceutical and other healthcare products and a provider of healthcare services in China. Jo-Jo Drugstores currently operates an online pharmacy and retail drugstores with licensed doctors on site for consultation, examination and treatment of common ailments at scheduled hours. It is also a wholesale distributor of products similar to those carried in its pharmacies. For more information about the Company, please visit http://jiuzhou360.com. The Company routinely posts important information on its website.

Forward-Looking Statements

This press release contains information about the Company's view of its future expectations, plans and prospects that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact contained in press release, including statements regarding the benefits of the proposed Transactions and the anticipated timing of the completion of the proposed Transactions, are forward-looking statements. Some of these forward-looking statements can be identified by the use of forward-looking words, including "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "plan," "targets," "projects," "could," "would," "will," "continue," "forecast" or the negatives of these terms or variations of them or similar expressions. All forward-looking statements are based upon estimates, forecasts and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain.  Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with the Company's ability to complete the Transactions in a timely manner or at all, its ability to implement its business plans and strategies, its ability to raise additional funding, its ability to maintain and grow its business, fluctuations in wholesale pricing and demand for pharmaceutical products, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, its relationships with suppliers and healthcare providers, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property. The Company's encourages you to review other risk factors that may affect its future results in the Company's annual reports and in its other filings with the Securities and Exchange Commission (the "SEC").

You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company does not any assurance that the post-combination company will achieve its expected results. The Company does not undertakes any duty to update these forward-looking statements, except as otherwise required by law.

Important Information About the Proposed Transactions and Where to Find It

This press release relates to certain proposed Transactions involving Jo-Jo Drugstores. The Company will file a proxy statement with the SEC in connection with the Transactions. A proxy statement will be sent to all Company shareholders as of the applicable record date established for voting on the Transactions. The Company will also file other documents regarding the Transactions with the SEC.

Before making any voting decision, shareholders are urged to read the proxy statement, any amendments thereto, and all other relevant documents filed or that will be filed with the SEC in connection with the Transactions as they become available because they will contain important information about the Company and the Transactions.

Investors and shareholders will be able to obtain free copies of the proxy statement and all other relevant documents filed or that will be filed with the SEC by the Company through the website maintained by the SEC at www.sec.gov. The documents filed by the Company with the SEC also may be obtained free of charge at the Company's website at http://jiuzhou360.com/investors/sec_filings.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS COMMUNICATION, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS COMMUNICATION. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

No Offer or Solicitation

This press release is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the proposed Transactions proceed.

For more information, please contact:

Company Contact: 

Frank Zhao
Chief Financial Officer
+86-571-88077108
frank.zhao@jojodrugstores.com

Investor Relations Contact:

Tina Xiao
Ascent Investor Relations LLC
+1-646-932-7242
investors@ascent-ir.com

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SOURCE China Jo-Jo Drugstores, Inc.

FAQ

What are the main components of CJJD's strategic restructuring announced in February 2025?

The restructuring involves two main transactions: acquiring Allright Internet Technology through a 2,225,000 share issuance and selling the retail business to current management in exchange for 2,548,353 shares surrender.

How will CJJD's share structure change after the restructuring?

Allright shareholders will own 38% of CJJD's outstanding shares post-transaction, while current CEO Lei Liu and director Li Qi will surrender their 2,548,353 shares.

When is CJJD's restructuring expected to complete?

The transactions are expected to close during the first quarter of 2025, subject to shareholder approval and customary closing conditions.

What leadership changes will occur at CJJD following the restructuring?

Current CEO Lei Liu and director Li Qi will resign, Lingtao Kong will join the board, and CFO Frank Zhao will become interim CEO.

How will CJJD's business model change after the restructuring?

CJJD will transition from a retail-focused company to an asset-light, wholesale-focused business model, emphasizing pharmaceutical distribution operations.