Securities code: 002589 securities abbreviation: Realcan Pharmaceutical Group Co.Ltd(002589) Announcement No.: 2022-013 Realcan Pharmaceutical Group Co.Ltd(002589)
Announcement on the proposed acquisition of equity and related party transactions
The company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. Realcan Pharmaceutical Group Co.Ltd(002589) (hereinafter referred to as ” Realcan Pharmaceutical Group Co.Ltd(002589) ” and “the company”) intend to use its own funds to acquire 38.39992% of the equity of Tianjin guohuida Health Technology Co., Ltd. (hereinafter referred to as the “target company”) from Yantai huishuo enterprise management partnership (limited partnership), The appraisal report of the equity of Tianjin Yahui science and Technology Co., Ltd. (No. 002042 {20202) issued by the shareholders of Yahui science and Technology Co., Ltd. on the basis of the agreement of the two parties on the value of all assets involved in the equity transaction of Tianjin Yahui science and Technology Co., Ltd. (No. 002042 {20201-20202) issued by the two parties through negotiation, The transaction consideration amount corresponding to the underlying equity was 230148807 yuan, accounting for 3.08% of the audited net assets of the previous year.
2. The actual controller of Yantai huishuo enterprise management partnership (limited partnership) is Han Chunlin. Han Chunlin is the director and deputy general manager of the company. He is the son of Han Xu and Zhang Renhua, the controlling shareholder and actual controller of the company. He is a connected natural person of the company. This transaction constitutes a connected transaction.
3. The company held the 19th meeting of the 4th board of directors and the 18th meeting of the 4th board of supervisors on February 17, 2022, deliberated and adopted the proposal on the acquisition of 38.39992% equity and related party transactions of Tianjin guohuida Health Technology Co., Ltd., and related directors Zhang Renhua, Han Xu, Han Chunlin and Yang Bo avoided voting. The independent directors issued written opinions approved in advance and expressed independent opinions on the above-mentioned connected transactions. 4. The total amount of transactions between the company and related parties within 12 months does not exceed 5% of the audited net assets of the previous year. This related party transaction does not need to be considered by the general meeting of shareholders. This related party transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties
Name of related party: Yantai huishuo enterprise management partnership (limited partnership)
Nature of enterprise: limited partnership
Registered address: room 535, No. 1, Fengshan Road, Zhifu District, Yantai City
Executive partner: Beijing longhuikang Oriental Pharmaceutical Co., Ltd
Registered capital: 76.32 million yuan
Unified social credit Code: 91370602ma94nerl44
Business scope: general items: enterprise management; Socio economic advisory services; Information consulting services (excluding licensed information consulting services); Enterprise management consulting; Enterprise headquarters management. (except for the items that must be approved according to law, the company shall independently carry out business activities according to law with its business license)
Major shareholders or actual controllers: Beijing longhuikang Oriental Pharmaceutical Co., Ltd. contributed 0.28% as a general partner, Ningbo xiheng enterprise management partnership (limited partnership) contributed 72.06% as a limited partner, and Shandong Quanjiafu Investment Management Co., Ltd. contributed 27.65% as a limited partner. The actual controller of Beijing longhuikang Oriental Medicine Co., Ltd. is Han Chunlin, and the related party is not a dishonest executee. The operating income of the latest fiscal year is 0 yuan, the net profit is 0 yuan, and the net assets at the end of the latest fiscal year are 67280000 yuan.
3、 Basic information of related party transactions
1. Overview of the underlying assets.
Company name: Tianjin guohuida Health Technology Co., Ltd
Address: Room 302, building 16, No. 8, Huaxin Road, Science Park, Tianjin Beichen economic and Technological Development Zone, Beichen District, Tianjin
Date of establishment: January 16, 2020
Registered capital: RMB 54.9621 million
Legal representative: Yang Bo
Nature of enterprise: limited liability company
Business scope: medical software development, sales and technical consultation; Development, transfer and consulting services of medical technology (excluding diagnosis and treatment); Health information consulting services (excluding diagnosis and treatment); Part time insurance agent; Hospital management services; Drug sales; Sales of class I, II and III medical devices. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
2. Basic information of the target company
The target company is mainly engaged in TPA (claim settlement outsourcing service), PBM (drug welfare management), diagnosis and treatment integration and other businesses.
TPA, through independent research and development of claim settlement system and network platform, provides third-party services for health insurance, including providing insurance claim settlement, providing customer service, building medical service organization network, arranging medical expense settlement services, etc. Provide complete whole process claim settlement services, data analysis and report services and sales support software for insurance companies. PBM provides fee control services for social security and medical institutions, and provides comprehensive solutions such as drug procurement management, drug supply chain management, clinical rational drug use management, audit and supervision.
Integration of diagnosis and treatment, integration of academic and upstream pharmaceutical and mechanical product resources, focusing on chronic diseases, tumors, endocrine and metabolism, cardio cerebrovascular and other diseases, relying on the pan medical consortium, providing integrated diagnosis and treatment solutions to drive the promotion and sales of drugs and medical devices.
3. Ownership structure and changes of the subject company
(1) Set up
On December 26, 2019, Li Fuliang, Ruiwei, Tianjin Ruikang Haihe medical industry fund partnership (limited partnership), Han Xu and Realcan Pharmaceutical Group Co.Ltd(002589) jointly funded the establishment, and their shareholders’ contributions are as follows:
Name subscribed capital contribution (10000 yuan) shareholding ratio (%) contribution method
Li Fuliang 40.03 0.80 equity
Ruiwei 57.99 1.16 equity
Tianjin Ruikang Haihe medical industry fund partnership
328.35 6.57 equity
Industry (limited partnership)
Han Xu 2210.02 44.20 equity
Realcan Pharmaceutical Group Co.Ltd(002589) 2363.61 47.27 equity
Total 5000.00 100.00
(2) First capital increase
On February 20, 2020, according to the resolution of the shareholders’ meeting, the registered capital of guohuida health company increased from 50 million yuan to 54.9621 million yuan, and the registered capital increased by 4.9621 million yuan, of which Tianjin Ruikang Haihe medical industry fund partnership (limited partnership) subscribed 4.9621 million yuan and contributed in monetary form.
After this capital increase, the details are as follows:
Name subscribed capital contribution (10000 yuan) shareholding ratio (%) contribution method
Li Fuliang 40.03 0.73 equity
Ruiwei 57.99 1.06 equity
Tianjin Ruikang Haihe medical industry fund partnership
328.35 5.97 equity industry (limited partnership)
Tianjin Ruikang Haihe medical industry fund partnership
496.21 9.03 money industry (limited partnership)
Han Xu 2210.02 40.21 equity
Realcan Pharmaceutical Group Co.Ltd(002589) 2363.61 43.00 equity
Total 5496.21 100.00
(3) First equity transfer
According to the equity acquisition agreement, the shareholder Han Xu transferred 40.21% of the company’s equity held by him to Shandong Quanjiafu Investment Management Co., Ltd.
After this equity acquisition, the details are as follows:
Name subscribed capital contribution (10000 yuan) shareholding ratio (%) contribution method
Li Fuliang 40.03 0.73 equity
Ruiwei 57.99 1.06 equity
Tianjin Ruikang Haihe medical industry fund partnership
328.35 5.97 equity industry (limited partnership)
Tianjin Ruikang Haihe medical industry fund partnership
496.21 9.03 money industry (limited partnership)
Shandong Quanjiafu Investment Management Co., Ltd. 2210.02 40.21 equity
Realcan Pharmaceutical Group Co.Ltd(002589) 2363.61 43.00 equity
Total 5496.21 100.00
(4) Second equity transfer
On September 23, 2020, according to the resolution of the shareholders’ meeting and the equity acquisition agreement, the shareholder Shandong Quanjiafu Investment Management Co., Ltd. transferred its 1.81% equity of the company to Hangzhou Qizhen future innovation equity investment partnership (limited partnership).
After this equity acquisition, the details are as follows:
Name subscribed capital contribution (10000 yuan) shareholding ratio (%) contribution method
Li Fuliang 40.03 0.73 equity
Ruiwei 57.99 1.06 equity
Tianjin Ruikang Haihe medical industry fund partnership
328.35 5.97 equity industry (limited partnership)
Tianjin Ruikang Haihe medical industry fund partnership
496.21 9.06 money industry (limited partnership)
Shandong Jiafu Equity Investment Management Co., Ltd
Hangzhou Qizhen future innovation equity investment partnership
99.48 1.81 equity industry (limited partnership)
Realcan Pharmaceutical Group Co.Ltd(002589) 2363.61 43.00 equity
Total 5496.21 100.00
(5) Third equity transfer
On November 11, 2021, according to the resolution of the shareholders’ meeting and the equity acquisition agreement, Shandong Quanjiafu Investment Co., Ltd. transferred its 38.4% equity to Yantai huishuo enterprise management partnership (limited partnership). After this equity acquisition, the details are as follows:
Name subscribed capital contribution (10000 yuan) shareholding ratio (%) contribution method
Li Fuliang 40.03 0.73 equity
