Securities code: 600572 securities abbreviation: Zhejiang Conba Pharmaceutical Co.Ltd(600572) Announcement No.: pro 2022-008
Zhejiang Conba Pharmaceutical Co.Ltd(600572)
About the public listing and transfer of 25% equity of Deere Pharmaceutical by subsidiary Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572)
Progress announcement
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:
1. Approved by the 15th (Interim) meeting of the 10th board of directors held by Zhejiang Conba Pharmaceutical Co.Ltd(600572) (hereinafter referred to as the company and the company) on November 29, 2021, It is agreed that Zhejiang Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) biopharmaceutical Co., Ltd. (hereinafter referred to as Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) ), the holding subsidiary of the company, will be listed and transferred 25% of the equity of Zhejiang deer Pharmaceutical Co., Ltd. (hereinafter referred to as deer pharmaceutical and the target company) at the listing price of no less than the assessed value of 39747229 yuan (RMB, the same below). As of the expiration of the initial listing on December 27, 2021, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) has not collected the intended transferee of the above equity. In order to continue to promote the equity transfer, according to the relevant authorization of the resolution of the 15th (Interim) meeting of the 10th board of directors of the company, the management of the company decided to adjust the base price of the above listed equity transfer to 90% of the assessed value in accordance with the relevant provisions of the measures for the supervision and administration of state owned assets transactions of enterprises and the relevant systems of the company, That is, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) continues to transfer 25% equity of Deere pharmaceutical at a listing price of no less than 35772506 yuan. On January 25, 2022, Hainan Asia Pharmaceutical Co., Ltd. (hereinafter referred to as Hainan Asia Pharmaceutical, holding 52.73% of the equity of Deere pharmaceutical) the controlling shareholder of Deere pharmaceutical, publicly delisted and transferred 25% of the equity of Deere pharmaceutical through Zhejiang property exchange, with a transaction price of 35772506 yuan.
2. On January 29, 2022, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) and Hainan Asia Pharmaceutical signed the 25% equity transaction contract of Zhejiang deer Pharmaceutical Co., Ltd. After the completion of this equity transfer transaction, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) will no longer hold the equity of Deere pharmaceutical.
3. According to the relevant rules such as the Listing Rules of Shanghai Stock Exchange, this transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
1、 Basic information of transaction
In order to help the company focus on its main business and concentrate resources to develop the great health industry of traditional Chinese medicine, dispose of inefficient assets and withdraw funds in time, it was deliberated and adopted at the 15th (Interim) meeting of the 10th board of directors held on November 29, 2021, It is agreed that Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) , the holding subsidiary of the company, transfers its 25% equity of Deere pharmaceutical through public listing through Zhejiang property right transaction. According to the appraisal report of Kunyuan issued by Kunyuan Asset Appraisal Co., Ltd
According to the asset appraisal report [2021] No. 693, the appraisal value of all shareholders' equity of Deere pharmaceutical on the benchmark date of December 31, 2020 is 158988914.30 yuan, and the appraisal value of 25% equity of Deere pharmaceutical held by Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) is 39747228.58 yuan. Considering the assets appraisal results, the market and the situation of Deere pharmaceutical, it is agreed that Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) will transfer 25% equity of Deere pharmaceutical at the listing price of no less than 39747229 yuan in Zhejiang property exchange; Agree to authorize the company's operation and management to decide and handle relevant matters including but not limited to the above equity transfer and subsequent public listing in the property rights exchange in accordance with the relevant provisions of the measures for the supervision and administration of enterprise state owned assets trading and the relevant systems of the company, and sign relevant contracts (agreements) and relevant documents of the subject equity transfer transaction according to the transaction of public listing, And handle various procedures related to the completion of this transaction.
As of the expiration of the initial listing on December 27, 2021, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) has not collected the intended transferee of the above equity. In order to continue to promote the equity transfer, according to the relevant authorization of the resolution of the 15th (Interim) meeting of the 10th board of directors of the company, the management of the company decided to adjust the base price of listing transfer to 90% of the assessed value in accordance with the relevant provisions of the measures for the supervision and administration of state owned assets transactions of enterprises and the relevant systems of the company, That is, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) continues to publicly transfer 25% of the equity of Deere pharmaceutical through Zhejiang equity exchange at a listing price of no less than 35772506 yuan. The other listing conditions are consistent with the initial listing conditions. The second listing period is from December 28, 2021 to January 25, 2022. (for details, please refer to Lin 2021-075 announcement on 25% equity transfer of subsidiary Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) and Lin 2021-087 announcement on 25% equity transfer of subsidiary Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) disclosed by the company on November 30 and December 28, 2021). On January 26, 2022, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) received the information feedback letter of listed projects issued by Zhejiang property right exchange. After examination, Jinhua replied the confirmation letter of bidding qualification of intended transferee to Zhejiang property right exchange, and had no objection to Hainan Asia Pharmaceutical as the only intended transferee and its qualification confirmation opinion. On the same day, the designated account of Zhejiang property right exchange received the deposit of 4 million yuan paid by Hainan Asia Pharmaceutical on this equity transfer transaction, and Hainan Asia Pharmaceutical was confirmed as the transferee of this property right transaction. On January 29, 2022, Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) and Hainan Asia Pharmaceutical signed the 25% equity trading contract of Zhejiang deer Pharmaceutical Co., Ltd., with a transaction amount of 35772506 yuan.
According to the relevant rules such as the Listing Rules of Shanghai Stock Exchange, this transaction does not constitute a related party transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies.
2、 Basic information of transaction subject
(I) transferor: Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) (a subsidiary holding 97.69% of the company)
(II) overview of transferee
1. Hainan Pharmaceutical Co., Ltd
2. Type: joint stock company
3. Date of establishment: August 5, 1991
4. Registered capital: RMB 345.6 million
5. Unified social credit Code: 91460000620001936f
6. Legal representative: Wei Baokang
7. Registered address: No. 18, Yiheng Road, Yaogu, Haikou national high tech Zone, Hainan Province
8. Business scope: production, processing and sales of tablets, capsules, granules and artificial bezoar.
(general business items shall be operated independently, and licensed business items shall be operated with relevant licenses or approval documents) (for projects subject to approval according to law, business activities can be carried out only with the approval of relevant departments.)
9. Equity structure: Sichuan Goldstone Asia Pharmaceutical Inc(300434) holds 99% equity of Hainan Asia Pharmaceutical, and Sichuan Jinshi Oriental New Material Technology Co., Ltd. holds 1% equity of Hainan Asia Pharmaceutical.
10. Financial status: the total assets and net assets of Hainan Asia Pharmaceutical at the end of 2020 were 892432900 yuan
79.0154 million yuan, operating income of 125.1893 million yuan and net profit of 98.1386 million yuan in 2020
10000 yuan (the data has been audited); As of June 30, 2021, Hainan Asia Pharmaceutical had total assets of 883097100 yuan and net assets of 78801800 yuan. From January to June, 2021, it realized operating revenue of 69.9233 million yuan and net profit of 86.4872 million yuan (data Unaudited).
11. Association relationship: there is no association relationship between Hainan Asia Pharmaceutical and the company and Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) . 3、 Basic information of the target company
1. Company name: Zhejiang Dier Pharmaceutical Co., Ltd
2. Unified social credit Code: 9133070114728897y
3. Address: No. 128, Jinqu Road, Jinhua City, Zhejiang Province
4. Date of establishment: April 5, 1996
5. Registered capital: RMB 10 million
6. See drug production and business license for details; Food production; Food business (the above scope shall be operated with valid license); Sales of pharmaceutical excipients, chemical reagents and pharmaceutical and chemical intermediates (except dangerous chemicals, easy to make drugs and MCCs); Import and export of goods and Technology (only
Business items permitted by national laws and regulations and without pre-approval)
7. Shareholders
No. shareholder name contribution amount (10000 yuan) contribution proportion (%)
1 Hainan Asia Pharmaceutical Co., Ltd. 527.33 52.7332
2 Zhejiang Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) biopharmaceutical Co., Ltd. 250.00 25.0000
3 Zhang Yonggao 163.35 16.3353
4 he Tianli 19.42 1.9415
5 Lou Xiaofeng 15.00 1.5000
6 Jiang Guoping 8.40 0.8400
7 Wang Lilan 6.50 0.6500
8 Tao Zhide 5.00 0.5000
9 shuheping 5.00 0.5000
8. Key financial data
Unit: 10000 yuan
Project October 31, 2021 December 31, 2020
Total assets 10153.37 9560.42
Net assets 6303.01 5901.00
Project from January to October 2021 to 2020
Operating income 8344.42 9159.22
Total profit 493.19 904.36
Net profit 377.50 821.40
Note: the financial statements on the benchmark date of December 31, 2020 have been audited by Tianjian Certified Public Accountants (special general partnership) and issued the special audit report on assets and capital verification of tianjianshen [2021] No. 9941. The financial data from January to October 2021 have not been audited.
For other information about the subject company, please refer to Lin 2021-075 announcement on public listing and transfer of 25% equity of Deere Pharmaceutical by subsidiary Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) disclosed by the company on November 30, 2021.
4、 Asset appraisal of the subject company
According to the assets appraisal report (Kyp [2021] No. 693) issued by Kyp Assets Appraisal Co., Ltd,
The appraisal value of all shareholders' equity of Deere pharmaceutical on the benchmark date of December 31, 2020 is RMB 158988914.30. Compared with the book value of RMB 59009999.57, the appraisal value added is RMB 99978914.73, with an appreciation rate of 169.43%. The appraisal value of Jinhua Zhejiang Conba Pharmaceutical Co.Ltd(600572) holding 25% equity of Deere pharmaceutical is 39747228.58 yuan.
5、 Main contents and performance arrangements of transaction contract
(I) both parties
