Securities code: 002411 securities abbreviation: Yanan Bicon Pharmaceutical Listed Company(002411) Announcement No.: 2022-011 Yanan Bicon Pharmaceutical Listed Company(002411)
Announcement on the reply of Shenzhen Stock Exchange to the letter of concern of the company
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as “the company”) received the letter of concern on Yanan Bicon Pharmaceutical Listed Company(002411) issued by the second Department of management of listed companies of Shenzhen Stock Exchange (company department concern letter [2022] No. 1) (hereinafter referred to as “the concern letter”). According to the requirements in the letter of concern, the company has carefully checked, analyzed and implemented the matters of concern, and replied one by one. Now the reply is announced as follows:
On January 1, 2022, your company disclosed the announcement on receiving the decision on administrative supervision measures from Shaanxi regulatory bureau of China Securities Regulatory Commission, saying that the company had external guarantees that were not disclosed in accordance with the regulations. In September 2020, your company acquired Xuzhou BEIMENG Logistics Co., Ltd. (hereinafter referred to as “BEIMENG logistics”), but BEIMENG logistics provided guarantee for the controlling shareholder and actual controller of your company before the acquisition, totaling 2.796 billion yuan, which is still in the guarantee period; In May 2021, Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., which is controlled by your company, provided pledge guarantee for Shanghai Banghua International Trade Co., Ltd. with a certificate of deposit of RMB 80 million. The above guarantee matters did not fulfill relevant review procedures and information disclosure obligations.
1. Disclose the specific conditions of the above two guarantees one by one in the form of a list, including but not limited to the guarantee time, related parties, amount, term, balance of the guarantee (referring to the maximum contract amount of each guarantee on the total day), cancellation as of the reply date, etc.
reply:
Yanan Bicon Pharmaceutical Listed Company(002411) there are matters that are not disclosed in accordance with the provisions, involving an amount of 2.796 billion yuan. The basic information of this guarantee is as follows:
Date of signing the guarantee agreement involving the guaranteed amount of the creditor and the debtor
Yan’an Dingyuan investment Xinyi Bikang new medicine
(Group) Co., Ltd. invested 800 million yuan in the industrial complex on April 23, 2020
Huarong Securities Co., Ltd. has 1260.84 million yuan of Xinyi Bikang new medicine. June 18, 2020
Limited company industrial complex investment
limited company
Huarong Securities Co., Ltd. has Li zongsong with 704.54 million yuan. On June 18, 2020, Xiamen International Bank Co., Ltd. shares Xinyi Bikang new medicine
The investment in the industrial complex of the company is 30.4 million yuan. July 29, 2020
Up to now, the illegal guarantee matters involved in the listed company have been lifted and there is no need to bear the guarantee liability. 2. Please explain the specific measures and time limit to be taken by your company to remove the guarantee in combination with the financial, operation and credit status of the controlling shareholder, actual controller and relevant parties such as Shanghai Banghua International Trade Co., Ltd.
reply:
The pledge guarantee provided by Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., a wholly-owned subsidiary of the company, to Shanghai Banghua International Trade Co., Ltd. with a certificate of deposit of RMB 80 million was released on August 16, 2021.
The illegal guarantee matters involved in the listed company have been lifted, and the details are as follows:
(1) The company has coordinated various companies to complete the release of the physical assets of BEIMENG logistics;
(2) After the seizure of BEIMENG logistics physical assets is lifted, the physical assets of BEIMENG logistics have been transferred to the listed company, and the asset transfer has been completed;
(3) The company signed the equity transfer agreement with the transferee Xinyi Chiheng Logistics Co., Ltd. (a company outside the merger scope of the company) on January 19, 2022, and transferred 100% equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. at the equity transfer price of RMB 50000. At present, the equity transfer procedures have been completed, and all matters related to the equity transfer of BEIMENG logistics have been completed. At present, the notice of approval of change registration of the company issued by Xinyi market supervision and administration has been obtained, and BEIMENG logistics is no longer included in the scope of company merger.
Up to now, the illegal guarantee matters involved in the listed company have been lifted and there is no need to bear the guarantee liability. 3. Please supplement and disclose whether the above guarantee matters touch the risk warning situations specified in articles 13.3 and 13.4 of the stock listing rules (revised in 2020). If so, please submit the application for other risk warning of the stock in accordance with Article 13.6 of the stock listing rules (revised in 2020) and other relevant provisions, and invite independent directors The lawyer made a clear opinion.
reply:
According to article 9.8.1 of the Listing Rules of Shenzhen Stock Exchange (revised in 2022), if a listed company is under any of the following circumstances, the exchange will implement other risk warnings for its stock trading:
… (II) the company provides external guarantee in violation of the prescribed procedures and the situation is serious;… “
Article 9.8.2 stipulates that “in Item (II) of article 9.8.1 of these rules, ‘providing external guarantees in violation of the prescribed procedures and the situation is serious’, refers to the balance of external guarantees provided by Listed Companies in violation of the prescribed procedures (except for those whose guarantee objects are subsidiaries within the scope of consolidated statements of listed companies) More than 10 million yuan, or accounting for more than 5% of the latest audited net assets of the listed company, and there is no feasible solution, or although the solution is proposed, it is expected that it can not be solved within one month. “
As of the disclosure date of this reply, the guarantee provided by BEIMENG logistics for the controlling shareholder and actual controller of the company before the acquisition amounted to RMB 2.796 billion, accounting for 32.68% of the company’s latest audited net assets. At present, the guarantee has been released on January 27, 2022; The pledge guarantee provided by Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., a wholly-owned subsidiary of the company, to Shanghai Banghua International Trade Co., Ltd. with a certificate of deposit of RMB 80 million was released on August 16, 2021.
The illegal guarantee matters involved in the listed company have been lifted and there is no need to bear the guarantee liability. The specific circumstances are as follows: (1) the company has coordinated with each company to complete the lifting of the seizure of BEIMENG logistics physical assets;
(2) After the seizure of BEIMENG logistics physical assets is lifted, the physical assets of BEIMENG logistics have been transferred to the listed company, and the asset transfer has been completed;
(3) The company signed the equity transfer agreement with the transferee Xinyi Chiheng Logistics Co., Ltd. (a company outside the merger scope of the company) on January 19, 2022, and transferred 100% equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. at the equity transfer price of RMB 50000.
At present, the equity transfer procedures have been completed, and all matters related to the equity transfer of BEIMENG logistics have been completed. At present, the notice of approval of change registration of the company issued by Xinyi market supervision and administration has been obtained, and BEIMENG logistics is no longer included in the scope of company merger.
As of January 25, 2022, the actual controller of the company has returned 64.2495 million yuan of non operating funds to Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., a wholly-owned subsidiary of the listed company. So far, the company’s controlling shareholders and their related parties have no non operational occupation of the company’s funds.
Opinions of independent directors:
After verification, the pledge guarantee provided by Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., a wholly-owned subsidiary of the company, to Shanghai Banghua International Trade Co., Ltd. with a certificate of deposit of RMB 80 million was released on August 16, 2021. Up to now, the illegal guarantee matters involved in the listed company have been lifted and there is no need to bear the guarantee liability. The specific circumstances are as follows:
1. The company has coordinated various companies to complete the release of the physical assets of BEIMENG logistics;
2. After the seizure of BEIMENG logistics physical assets is lifted, the physical assets of BEIMENG logistics have been transferred to the listed company, and the asset transfer has been completed;
3. The company signed the equity transfer agreement with the transferee Xinyi Chiheng Logistics Co., Ltd. (a company outside the merger scope of the company) on January 19, 2022, and transferred 100% equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. at the equity transfer price of RMB 50000. At present, the equity transfer procedures have been completed, and all matters related to the equity transfer of BEIMENG logistics have been completed. At present, the notice of approval of change registration of the company issued by Xinyi market supervision and administration has been obtained, and BEIMENG logistics is no longer included in the scope of company merger.
To sum up, the company has not touched the situation that other risk warnings should be implemented in stock trading as stipulated in paragraph (II) of article 9.8.1 of the stock listing rules (revised in 2022).
As independent directors, we require the controlling shareholders and related parties of the company to earnestly implement laws and regulations and relevant provisions of listed companies. At the same time, the company should implement the internal control management system, strengthen the internal control supervision and inspection mechanism, promote the sustainable development of the company, and earnestly safeguard the interests of investors, especially small and medium-sized investors.
Lawyer’s opinion:
1、 Articles 9.8.1 and 9.8.2 of the stock listing rules (revised in 2022) of Shenzhen Stock Exchange stipulate as follows:
Article 9.8.1: “if a listed company is under any of the following circumstances, the bourse shall implement other risk warnings for its stock trading:
(I) the company has serious capital occupation;
(II) the company provides external guarantee in violation of the prescribed procedures and the situation is serious;
(III) the board of directors and the general meeting of shareholders of the company cannot hold a meeting normally and form a resolution;
(IV) the company has been issued an internal control audit report or assurance report that cannot express opinions or negative opinions in the latest year;
(V) the company’s production and operation activities are seriously affected and it is expected that they will not return to normal within three months;
(VI) the company’s main bank account is frozen;
(VII) the net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative, and the audit report of the latest year shows that there is uncertainty in the company’s ability to continue operating;
(VIII) other circumstances recognized by the exchange. “
Article 9.8.2: “article 9.8.1 (I) of these rules” The existence of fund occupation and serious situation mentioned in item means that the balance of funds occupied by the controlling shareholder or related person of the controlling shareholder of the listed company is more than 10 million yuan, or accounts for more than 5% of the company’s latest audited net assets, and there is no feasible solution, or although the solution is proposed, it is expected to be unable to be solved within one month.
The provision of external guarantees in violation of the prescribed procedures mentioned in Item (II) of article 9.8.1 of these rules means that the balance of external guarantees provided by the listed company in violation of the prescribed procedures (except for those guaranteed to subsidiaries within the scope of the consolidated statements of the listed company) is more than 10 million yuan, or accounts for more than 5% of the latest audited net assets of the listed company, And there is no feasible solution, or although the solution is proposed, it is not expected to be solved within one month. “
2、 Basic information of the above guarantee matters of the company
According to the information and instructions provided by the company and the suggestive announcement on the possible implementation of other risk warnings on the company’s shares (Announcement No.: 2022-003) disclosed by the company on January 14, 2021, Xi’an Fudi Pharmaceutical Technology Development Co., Ltd., which is controlled by the company, provides pledge guarantee for Shanghai Banghua International Trade Co., Ltd. (hereinafter referred to as “pledge of large amount certificate of deposit”) with RMB 80 million certificate of deposit.
In addition, according to the information and instructions provided by the company, in addition to the above large deposit pledge, the company did not disclose the guarantee in accordance with the provisions, involving an amount of 2.796 billion yuan (hereinafter referred to as “this guarantee”), as follows:
Date of signing the guarantee agreement involving the guaranteed amount of the creditor and the debtor
Yan’an Dingyuan investment (Group) Xinyi Bikang new pharmaceutical industry
Limited company complex Investment Co., Ltd. 800 million yuan April 23, 2020
Xinyi Bikang new pharmaceutical industry
Huarong Securities Co., Ltd. 1260.84 million yuan June 18, 2020 complex Investment Co., Ltd
Huarong Securities Co., Ltd. Li zongsong 704.54 million yuan June 18, 2020
Xiamen International Bank Co., Ltd. xinyibikang new pharmaceutical industry
Company complex Investment Co., Ltd. 30.4 million yuan July 29, 2020
3、 Whether the guarantee involves the risk warning situations specified in articles 9.8.1 and 9.8.2 of the stock listing rules (revised in 2022) of the exchange
(I) cancellation of pledge of certificates of deposit
According to the information and instructions provided by the company and the suggestive announcement on the possible implementation of other risk warnings on the company’s shares (Announcement No.: 2022-003) disclosed by the company on January 14, 2022, the pledge guarantee of certificates of deposit was released on August 16, 2021.
(II) cancellation of this guarantee
According to the information and confirmation provided by the company, the release steps of this guarantee are as follows:
1. The company coordinates with each company to complete the release of the physical assets of BEIMENG logistics;
2. Transfer the physical assets of BEIMENG logistics to the company after the seizure of the physical assets of BEIMENG logistics is lifted;
3. The company signed the equity transfer agreement with Xinyi Chiheng Logistics Co., Ltd. (a company outside the merger scope of the company) on January 19, 2022, and transferred 100% equity of BEIMENG logistics to Xinyi Chiheng Logistics Co., Ltd. at the equity transfer price of RMB 50000.
According to the equity transfer agreement provided by the company
