Securities code: 603439 securities abbreviation: Guizhou Sanli Pharmaceutical Co.Ltd(603439) Announcement No.: 2022-005 Guizhou Sanli Pharmaceutical Co.Ltd(603439) announcement on foreign investment
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
Name of investment object: Guiyang dechangxiang Pharmaceutical Co., Ltd. (hereinafter referred to as "dechangxiang")
Investment amount: 232 million yuan
Special risk tips:
(1) Macroeconomic environment and national policy risks
Due to the relatively large amount of debt, the restructuring plan must face the risks of macroeconomic fluctuations, regional economic fluctuations, possible major adverse changes in government regulations and policies, the emergence of industrial depression cycle, market prices and other macro environment changes during the implementation period.
(2) Operational risks during the implementation of the reorganization plan
After the termination of the reorganization procedure, the manager will return the debtor's operation and property to the debtor. Once the reorganization plan cannot be implemented, not only the creditor's rights of the original creditors cannot be repaid according to the reorganization plan, but also new creditors may join the distribution.
(3) Litigation risk
If the debtor has pending litigation, and it does not rule out other litigation cases in the implementation of the reorganization plan, such cases may bring additional risks to future operations.
1、 Overview of foreign investment
Guiyang Baixiang Pharmaceutical Co., Ltd. (hereinafter referred to as "Baichang" for short) is a listed company with a large number of high-quality brands, and its predecessor is "Baichang Pharmaceutical Co., Ltd. {439}". The company's investment in dechangxiang is based on the strategic development perspective of expanding product types, solving the risk of relative concentration of the company's products, improving the company's industrial competitiveness and promoting the long-term and healthy development of the company. It has become the bankruptcy reorganization investor of dechangxiang, which is of positive significance to the company's market competition and development ability.
The reorganization company plans to make a one-time contribution of RMB 232 million to obtain 95% equity of dechangxiang.
(I) implementation procedures
On December 15, 2021, the company held the seventh meeting of the third board of directors, and deliberated and adopted the proposal on the public recruitment of investors to participate in the bankruptcy reorganization of Guiyang dechangxiang Pharmaceutical Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes. At present, the company plans to participate in the public recruitment of investors in dechangxiang bankruptcy reorganization. For details, please refer to Guizhou Sanli Pharmaceutical Co.Ltd(603439) announcement on public recruitment of investors who intend to participate in the bankruptcy reorganization of Guiyang dechangxiang Pharmaceutical Co., Ltd. (Announcement No.: 2021-085) disclosed by the company on December 16, 2021. On December 31, 2021, the company held the 8th meeting of the 3rd board of directors and adopted the proposal on formulating the reorganization investment plan of Guiyang dechangxiang Pharmaceutical Co., Ltd. with 7 affirmative votes, 0 negative votes and 0 abstention votes. As the proposal is a temporary trade secret, timely disclosure may damage the interests of the company, according to the stock listing rules of Shanghai Stock Exchange The relevant provisions of the guidelines for the suspension and exemption of information disclosure of listed companies and the Guizhou Sanli Pharmaceutical Co.Ltd(603439) information suspension and exemption business management system have fulfilled the procedures for the suspension of disclosure. The reasons for the suspension of disclosure have been eliminated.
On January 28, 2022, the company received the civil ruling of Guiyang intermediate people's Court of Guizhou Province [(2021) Qian 01 Po No. 11] (hereinafter referred to as the "ruling") issued by Guiyang intermediate people's court, which ruled that: (I) approved the reorganization plan of Guiyang dechangxiang pharmaceutical Co., Ltd. (formulated on the basis of Guizhou Sanli Pharmaceutical Co.Ltd(603439) reorganization investment plan); 2、 Terminate the reorganization procedure of Guiyang dechangxiang Pharmaceutical Co., Ltd. The investment plan was reviewed and approved at the eighth meeting of the third board of directors of the company, and relevant personnel were authorized to modify the reorganization investment plan. According to the Listing Rules of Shanghai Stock Exchange, the articles of association, the measures for the administration of foreign investment and other relevant provisions, this foreign investment is within the authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) the investment in the bankruptcy reorganization of dechangxiang does not belong to related party transactions, nor does it constitute a major asset reorganization.
2、 Basic information of investment object
(I) basic information of Guiyang dechangxiang Pharmaceutical Co., Ltd
Name: Guiyang dechangxiang Pharmaceutical Co., Ltd
Enterprise type: other limited liability companies
Registered address: No. 8, zone a, zazuo pharmaceutical Park, Xiuwen County, Guiyang City, Guizhou Province
Legal representative: Wang Xun
Unified social credit Code: 91520100722167718p
Registered capital: 200 million yuan
Date of establishment: December 20, 2000
Business scope: those prohibited by laws, regulations and decisions of the State Council shall not be operated; If the license (examination and approval) is required by laws, regulations and decisions of the State Council, the business shall be operated on the basis of the license (examination and approval) documents after being approved by the examination and approval authority; If the laws, regulations and decisions of the State Council stipulate that there is no need for permission (examination and approval), the market entities shall choose to operate independently. (production and sales: Chinese and Western medicine preparations, class II medical devices; import and export trade of goods and technology. If the licensed business items are involved, they can be operated only with the permission of relevant departments)
The equity structure is as follows:
Shareholder name paid in capital (10000 yuan) shareholding ratio
Guizhou jingyiyuan ecological planting Co., Ltd. 19940.84 99.70%
Trade union committee of Guiyang dechangxiang Pharmaceutical Co., Ltd. 59.16 0.30%
Total 20000.00 100.00%
According to the special audit report on net assets of Guiyang dechangxiang Pharmaceutical Co., Ltd. (Tian Zhi Ye Zi [2021] No. 46795) (hereinafter referred to as the "audit report") issued by Tianzhi International Certified Public Accountants (special general partnership), as of November 25, 2021, dechangxiang's net assets were -916994700 yuan, and the corresponding total assets were 78.3266 million yuan, The total liabilities are 995231300 yuan, and the asset liability ratio is 1272.08%.
According to the appraisal report on bankruptcy reorganization project of Guiyang dechangxiang Pharmaceutical Co., Ltd. [2021] No. 11338 (hereinafter referred to as "the appraisal report" (11338) "issued by Beijing zhongtianhua Assets Appraisal Co., Ltd., the appraisal conclusion based on the liquidation price method is as follows: as of November 25, 2021, the book value of dechangxiang's total assets is 78.2366 million yuan, The appraisal value is 94.6383 million yuan, the added value is 16.4017 million yuan, and the added value rate is 20.96%.
According to the asset valuation report on the market value of all assets involved in the bankruptcy reorganization project of Guiyang dechangxiang Pharmaceutical Co., Ltd. (zthzbz [2021] No. 2180) (hereinafter referred to as the "appraisal report (No. 2180)") issued by Beijing zhongtianhua Asset Appraisal Co., Ltd, The appraisal conclusion based on the cost method is as follows: as of November 25, 2021, the book value of dechangxiang's total assets is 78.2366 million yuan, the appraisal value is 210.704 million yuan, the added value is 132.4674 million yuan, and the added value rate is 169.32%.
Assets appraisal of dechangxiang:
As the only century old pharmaceutical company in Guizhou Province, dechangxiang was once a well-known drug brand in China. It has high brand value, inherent conditions to attract investors and high reorganization value. This bankruptcy reorganization is carried out on the premise of ensuring sustainable operation in order to avoid dechangxiang's bankruptcy liquidation and exit from the market. Therefore, the use of market value is more in line with its actual value, See the following summary of valuation results for specific appraisal results:
Benchmark date of appraisal: November 25, 2021 monetary unit: RMB 10000
Increase / decrease rate of project book value and valuation value%
Current assets 1 5313.62 6291.94 978.32 18.41
Non current assets 2 2510.04 14778.46 12268.42 488.77
Long term equity investment 3 0.00 0.00 0.00 0.00
Fixed assets 4 2342.01 2869.44 527.43 22.52
Intangible assets 5 168.03 11909.03 11741.00 6987.44
Including: land use right 6 168.03 2236.12 2068.09 1230.75
Patent 7 984.72 984.72
Trademark 8 8688.19 2068.09
Total assets 9 7823.66 21070.40 13246.74 169.32
According to the audit report, the inventory, machinery and equipment, transportation equipment, patents and trademarks with an assessed value of 133.4349 million yuan have been mortgaged and pledged. The pledgee is Guizhou mingdekang science and Technology Center (limited partnership), and the corresponding secured creditor's rights are 198534166.67 yuan; The real estate with the assessed value of 51.497 million yuan has been mortgaged. The mortgagee is China Citic Bank Corporation Limited(601998) Huaxi sub branch, and the corresponding secured creditor's right is 21740761.02 yuan.
According to the "repayment plan of property secured creditor's rights" in the reorganization plan, the guaranteed creditor's rights of China Citic Bank Corporation Limited(601998) Huaxi sub branch and the guaranteed creditor's rights of Guizhou mingdekang science and Technology Center (limited partnership) corresponding to the patent pledge shall be paid off in full priority from the investment funds, and the objects of mortgage and pledge are commercial standards, vehicles The secured creditor's rights of Guizhou mingdekang science and Technology Center (limited partnership) corresponding to the equipment and inventory shall be paid first after the mortgaged and pledged objects are disposed according to law. Therefore, the assets corresponding to 100% equity of dechangxiang in this reorganization are 83.9398 million yuan.
(II) Pricing of this bankruptcy reorganization
The company invested 232 million yuan at one time and obtained 95% equity of dechangxiang. The corresponding asset value was 79.7428 million yuan and the premium rate was 190.94%. The investment fund will be used to pay off the undisputed creditor's rights confirmed by the people's court, the litigation related (suspended) creditor's rights confirmed by the effective judgment document of the people's court, and pay the expenses of bankruptcy reorganization. After paying off, dechangxiang has no other liabilities except the following three liabilities.
(1) 1.54 million yuan of special payable for housing reform needs to be paid to Guiyang housing reform office;
(2) The long-term payables of 9.7469 million yuan are the pension, medical and insurance expenses reserved for retirees during the restructuring of Guiyang traditional Chinese medicine factory in 2000, which need to be paid in the future production and operation;
(3) 525600 yuan of deferred income from government subsidies.
Changes in equity structure after the completion of the bankruptcy reorganization Investment:
Name of shareholder contribution amount (yuan) shareholding ratio
Guizhou Sanli Pharmaceutical Co.Ltd(603439) 190,000,000.00 95.0000%
Guizhou jingyiyuan ecological planting Co., Ltd. 9970000.00 4.9850%
Trade union committee of Guiyang dechangxiang Pharmaceutical Co., Ltd. 30000.00 0.0150%
Total 200000000.00 100.0000%
After the reorganization plan is approved and the company has paid 232 million yuan of investment funds within the time limit determined in the plan, de Changxiang and the manager shall assist in completing the equity change procedures according to the company's time arrangement.
(III) debt recognition of dechangxiang
After the people's court ruled and confirmed, 101 creditor's rights were confirmed, and the amount of creditor's rights confirmed was 929916474.78 yuan. Among them, there are 2 tax claims, and the amount of claims is 31506640.86 yuan; There are 2 creditor's rights secured by property, and the amount of creditor's rights is 220274927.69 yuan; There are 100 ordinary creditor's rights, and the amount of creditor's rights is 677467592.23 yuan; One inferior creditor's right (Civil Punitive damages), with the amount of creditor's right of 667314.00 yuan; The confirmation of 5 households was suspended, and the amount of deferred creditor's rights was 33315455.16 yuan.
In this bankruptcy reorganization, the company will make a one-time contribution of RMB 232000000.00 to pay off the undisputed creditor's rights determined by the people's court, the litigation related (suspended) creditor's rights confirmed by the effective judgment document of the people's court and pay the expenses of bankruptcy reorganization. The above creditor's rights will be extinguished after being paid off according to the settlement plan determined by the people's court. The specific settlement scheme is as follows:
Project settlement calculation
