On the 23rd, Realcan Pharmaceutical Group Co.Ltd(002589) received a letter of concern. The Shenzhen Stock Exchange asked to verify and supplement a number of contents on the company's plan to use its own funds to acquire 38.4% equity of Guohui dahealth.
Previously, on February 18, Realcan Pharmaceutical Group Co.Ltd(002589) announced that the company planned to use its own funds to acquire 38.4% equity of Tianjin guohuida Health Technology Co., Ltd. ("guohuida health") held by Yantai huishuo enterprise management partnership (limited partnership) ("Yantai huishuo"), with a transaction consideration of 230 million yuan.
It is reported that the actual controller of Yantai huishuo is Han Xu, the controlling shareholder and actual controller of Realcan Pharmaceutical Group Co.Ltd(002589) and Han Chunlin, the son of Zhang Renhua and his wife. Han Chunlin also serves as the director and deputy general manager of the company.
The announcement shows that the evaluation value of the subject company of this transaction is 599 million yuan, with an appreciation rate of 141.82%, and part of the unpaid equity consideration has been deducted. According to the appraisal report, the value-added of this appraisal mainly comes from the subject company's long-term equity investment, including Tianji Health Medical Technology Co., Ltd., jijilei (Tianjin) Pharmaceutical Technology Co., Ltd., Guangzhou Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd., Realcan Pharmaceutical Group Co.Ltd(002589) Heyuan Co., Ltd., Heilongjiang Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd., Heilongjiang RUIKANGXIN Baiyun Pharmaceutical Co., Ltd Equity of 7 subsidiaries including Yunnan jiaderek Pharmaceutical Co., Ltd. The book value of the equity investment of the subject company in Tianji Health Medical Technology Co., Ltd. is 177 million yuan, and the book value of the equity investment in the other six subsidiaries is 0.05 billion yuan According to the audit report, the subject company has no operating income, and the operating performance during the reporting period mainly comes from the above subsidiaries.
The attention letter points out that relevant industrial and commercial information shows that Guohui dahealth was established on January 16, 2020. Among the above seven subsidiaries, Jixiang Lei (Tianjin) Pharmaceutical Technology Co., Ltd. was independently established by Guohui dahealth in April 2020 and has been liquidated and cancelled at present; The equity of Tianji Health Medical Technology Co., Ltd. is Guohui dahealth, which was transferred to Realcan Pharmaceutical Group Co.Ltd(002589) on June 2, 2020; The equity of the other five subsidiaries were transferred to Realcan Pharmaceutical Group Co.Ltd(002589) by Guohui dahealth from December 29 to December 31, 2020.
Shenzhen stock exchange requires Realcan Pharmaceutical Group Co.Ltd(002589) to specify the specific circumstances of transferring the equity of the above subsidiaries to Guohui dahealth, including but not limited to the reasons for the transfer, decision-making process, evaluation results and consideration payment, and whether the review procedures and information disclosure obligations have been fulfilled in time; Explain the reason and purpose of repurchasing with high premium in a short time after the transfer of the equity of the above subsidiaries, and whether there is any situation of transferring interests to related parties and damaging the interests of the listed company.
In addition, the Shenzhen stock exchange requires the company to verify and supplement the reasons why the book value of the equity investment of the subject company in the six subsidiaries is 0, supplement and disclose the reasons why the equity evaluation value of the relevant subsidiaries is still high under such circumstances, and supplement and disclose the specific evaluation parameters and calculation process.
