Yanan Bicon Pharmaceutical Listed Company(002411)
Independent opinions of independent directors on matters related to the letter of concern
Yanan Bicon Pharmaceutical Listed Company(002411) (hereinafter referred to as "the company") received the notice on Yanan Bicon Pharmaceutical Listed Company(002411) issued by the second Department of management of listed companies of Shenzhen Stock Exchange on January 28, 2022 (company Department notice [2022] No. 72) (hereinafter referred to as "the notice"). According to the company law of the people's Republic of China, the guiding opinions on the establishment of independent director system in listed companies, the governance standards of listed companies, the stock listing rules of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange and other laws, administrative regulations, departmental rules, normative documents and the Yanan Bicon Pharmaceutical Listed Company(002411) articles of association According to the relevant provisions of the company's independent director system, as an independent director of the company, after carefully reviewing and verifying the relevant materials, based on the position of independent judgment, he deliberated and discussed the relevant matters and expressed independent opinions 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, which said that your company occupied 75 million yuan of funds and the holding subsidiary Xuzhou BEIMENG Logistics Co., Ltd. (hereinafter referred to as "BEIMENG logistics") had a violation guarantee of 2.796 billion yuan. On January 27, 2022, your company disclosed the announcement on the completion of the return of non operating Occupied Funds of the controlling shareholders and their related parties, which said that the controlling shareholders and their related parties of the company had returned 64.2495 million yuan, and there was no non operating occupation of the company's funds. On January 28, 2022, your company disclosed the announcement on the cancellation of illegal guarantees, saying that the company signed the equity transfer agreement with Xinyi Chiheng Logistics Co., Ltd. (hereinafter referred to as "Chiheng logistics") to transfer 100% equity of BEIMENG logistics, the subject of guarantee obligation, to Chiheng logistics at a price of 50000 yuan. BEIMENG logistics has completed the change of company registration, All matters related to equity transfer have been completed, and the illegal guarantee matters involved in the listed company have been lifted, so there is no need to bear the guarantee liability.
1. In September 2020, your company signed the equity transfer agreement with Xuzhou Beisong Industry Investment Co., Ltd. (hereinafter referred to as "Beisong industry") controlled by the actual controller Li zongsong to acquire 100% equity of BEIMENG logistics held by Beisong industry. The transfer price of the underlying assets was 1482342400 yuan, while the transaction price with Chiheng logistics was only 50000 yuan. Please add the following items to your company:
(1) According to the announcement, BEIMENG logistics has no physical assets, and the equity transferee not only has not obtained any physical assets, but also needs to bear the guarantee liability. Please supplement and disclose the reasons for Chiheng logistics's acquisition of BEIMENG logistics, the pricing basis and commercial rationality of this transaction. Independent directors are requested to check and express clear opinions.
Opinions of independent directors:
As an independent director of the company, we pay full attention to the reasons for this transaction, the relationship between the parties and the transaction pricing. After verification, we believe that the reason for this transaction is reasonable and the transaction pricing is reasonable. There is no other agreement or arrangement between the company and the counterparty and its related parties, and there is no case of transferring benefits to the actual controller.
(2) Please check and explain whether Chi Heng logistics has any relationship with your company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and whether there are other undisclosed potential arrangements with your company. Independent directors and lawyers are requested to check and express clear opinions.
Opinions of independent directors:
After verification, we believe that Chi Heng logistics has no relationship with the company and its controlling shareholders, actual controllers, directors, supervisors and senior managers, and there are no other undisclosed potential arrangements with the company.
(3) Please explain whether there are false records, misleading statements or major omissions in the documents related to the purchase of 100% equity of BEIMENG logistics disclosed by your company in September 2020. The independent director of your company has issued a prior approval opinion on the above related party transactions. Please explain the basis for forming the above opinion, the specific verification work, and the reasons for failing to find the illegal guarantee.
Opinions of independent directors:
We checked the BEIMENG logistics evaluation report, audit report, mortgage contract and other documents before issuing the prior approval opinions on the above matters. We believe that in the process of this acquisition, the listed company hired Zhongzheng Tiantong Certified Public Accountants (special general partnership) to conduct the audit and issued the audit report of Zhongzheng Tiantong (2020) Zheng Shen Zi No. 080007, Beijing Huaya Zhengxin Asset Appraisal Co., Ltd. was hired to conduct the asset appraisal and issued Huaya Zhengxin pingbao Zi (2020) No. a15-0007 asset appraisal report. The report shows that BEIMENG logistics has some problems for the listed company on March 20, 2019 Yanan Bicon Pharmaceutical Listed Company(002411) Bikang pharmaceutical Xinyi Group Holding Co., Ltd. and Donglian sub branch of Dongguan Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Donglian sub branch of Dongguan Rural Commercial Bank") signed a loan contract with contract No. ht201903200800000, ht201903200800000 and ht2019032001000000. The loan amounts were 800 million, 632.3 million and 167.7 million respectively, with a total guarantee of 1.6 billion yuan; At the same time, the company inquired the bank credit investigation report of BEIMENG logistics. The credit investigation report showed that BEIMENG logistics had two external guarantees, namely, the guarantee for the leasing financing business of China Construction Investment of Shaanxi Bikang Pharmaceutical Group Holding Co., Ltd., a subsidiary of the listed company, with a total guarantee of 100 million yuan, The loan of Xiamen International Bank of Xinyi Bikang new pharmaceutical industry complex Investment Co., Ltd. was guaranteed with a guarantee amount of 30.4 million yuan. As of August 31, 2020, the statement of Xinyi complex shows that its net assets are 1.184 billion yuan, and there is no risk of failing to repay its loan in Xiamen International Bank on schedule. Therefore, it is determined that there is no significant risk in purchasing 100% equity of BEIMENG logistics. When the listed company acquired BEIMENG logistics in 2020, it failed to find the illegal guarantee because its credit investigation report did not show the relevant guarantee matters.
2. According to the equity transfer agreement signed in September 2020, Beisong industry promises that the cumulative audited net profit of BEIMENG logistics from 2021 to 2023 will not be less than 550 million yuan. If it fails to achieve the performance target, it will be compensated in cash. According to the performance commitment of your company, this equity transfer will not affect the performance commitment. Please add the following items to your company:
(2) Please explain whether the controlling shareholder and the actual controller have the ability to perform the performance compensation obligation and the performance guarantee measures to be taken by your company in combination with the credit status of the controlling shareholder and the actual controller. Independent directors are requested to check and express clear opinions.
Opinions of independent directors:
After verification, the controlling shareholder of the company and its related party Beisong industry have been ruled bankrupt and reorganized by Yan'an intermediate people's court, and its future performance ability depends on its bankruptcy and reorganization plan and debt restructuring. If Beisong industry fails to make performance compensation, the controlling shareholder and actual controller of the company will not bear corresponding responsibilities. The company will declare creditor's rights according to the bankruptcy reorganization procedure and actively follow up the smooth progress of the performance guarantee measures.
3. Please conduct a comprehensive self-examination of the return of the funds occupied in the early stage, and explain whether the funds occupied have been truly returned and whether there are other funds occupied. Independent directors are requested to check and express clear opinions.
Opinions of independent directors:
According to the occupation and return of funds from 2015 to January 2022 listed in the company's list, and through comprehensive verification, we believe that the funds occupied by the controlling shareholders and their related parties in the early stage of the company have been truly returned. Up to now, there is no non operational occupation of the company's funds.
[there is no text on this page, which is the signature page of the independent opinions of Yanan Bicon Pharmaceutical Listed Company(002411) independent directors on matters related to the letter of concern] Huang Hui, Du Jie, party leader Shui
February 10, 2022
