Securities abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381) securities code: 300381 Minsheng Securities Co., Ltd
Verification opinions on the reorganization inquiry letter of Guangdong Vtr Bio-Tech Co.Ltd(300381)
Independent financial advisor
February, 2002
Shenzhen Stock Exchange:
The inquiry letter on the restructuring of Guangdong Vtr Bio-Tech Co.Ltd(300381) issued by your exchange on February 16, 2022 (GEM non licensed restructuring inquiry letter [2022] No. 2) (hereinafter referred to as "restructuring inquiry letter") has been received. Minsheng Securities Co., Ltd. (hereinafter referred to as "Minsheng securities" and "independent financial adviser") issued verification opinions on the restructuring inquiry letter. The abbreviations in this verification opinion have the same meaning as those in the draft. The font in this verification opinion represents the following meanings:
Review the questions listed in the inquiry letter in bold
Reply to question
Amendments and additions to the draft (BOLD)
catalogue
1、 Issues related to the transaction plan 4 question 2 4 question 3 18 II. Issues related to the valuation of the underlying assets 25 question 6 25 question 9 twenty-seven
1、 Issues related to trading scheme
Question 2
The total operating income of the three target companies to be sold in 2020 accounted for 70.94% of your company's operating income, and the total assets at the end of the period accounted for 56.45% of your company's total assets.
(1) The report shows that "building the company into a global core enterprise of steroid hormone API... Requires a lot of funds". Please quantify the funds required for building a "global core enterprise of steroid hormone API" and developing "biological enzyme preparation, animal nutrition and health", and combine the high proportion of the target company's operating income If the accumulated continuous profits in the historical period and the asset liability ratio of your company is not significantly higher than that of the comparable company, explain the necessity of stripping the pharmaceutical sector and whether the continuous profitability of the company will be adversely affected after stripping relevant assets;
(2) According to the annual report, the operating revenue of your company's biological enzyme preparation and functional feed additives accounted for 30.48% and 39.35% of your company's operating revenue in 2019 and 2020 respectively. Please combine the technology, staffing and market competition pattern of your company's biological enzyme preparation and functional feed business, Explain whether the biological enzyme preparation and functional feed business can support your company to maintain or improve its sustainable operation ability;
(3) The total consideration for the sale of all equity transactions of the three target companies of xinhexin, keyixin and Lihua pharmaceutical is 1302.87 million yuan, the total amount of creditor's rights to be recovered from the three companies is 879.7421 million yuan, and the total amount of equity transaction consideration and recovered creditor's rights is 2182.6121 million yuan, accounting for 73.19% of the net assets of your company as of the appraisal date. In combination with questions (1) and (2), and the proportion of equity transaction consideration and creditor's rights amount to net assets to be received by your company, explain whether this major asset reorganization will lead to the company's main assets being cash after this reorganization and whether this reorganization is really conducive to enhancing the company's sustainable operation ability;
(4) The independent financial advisor is requested to express clear opinions on the above issues.
reply:
1、 The report shows that "building the company into a global core enterprise of steroid hormone API... Requires a lot of funds". Please quantify the funds required for building a "global core enterprise of steroid hormone API" and developing "biological enzyme preparation, animal nutrition and health", and combine the high proportion of the target company's operating income If the accumulated continuous profits and the asset liability ratio of your company are not significantly higher than those of comparable companies during the historical period, it indicates the necessity of stripping the pharmaceutical sector, and whether the company's continuous profitability will be adversely affected after stripping relevant assets
(I) quantitative description of building "global core enterprise of steroid hormone API" and developing "biological enzyme system"
Funds required for the business of "agent, animal nutrition and health"
Before this reorganization, the company's main business covered steroidal hormones in biological agriculture and animal husbandry and biomedicine
The three main businesses of feed medicine, biological enzyme preparation and animal nutrition and health are not only coordinated but also relatively independent
The development of each business segment requires a lot of capital investment. In terms of steroid hormone API business,
The company is committed to becoming the core enterprise of steroid hormone API in the world, and then needs a lot of funds.
After the completion of this reorganization, the company will make use of the accumulated in the field of biological enzyme preparation and biological agriculture and animal husbandry in the past 30 years
Talents, technology, channels, customers, brands and other core competitive advantages, focusing on biological enzyme preparations and animal nutrition
And health, while using the capital obtained after the reorganization to increase the investment in the main business and industrial upgrading, and strive to become
It is a benchmark enterprise in the global biological enzyme preparation market and a leading enterprise in China's animal nutrition and health industry.
The funds required by the three business segments in the next three years are calculated as follows:
Unit: 10000 yuan
Subtotal of investment in the first year, the second year and the third year of development planning project
Row
Xinhexin: EHS continues to invest 1500.00 1500.00 1500.00 4500.00 to consolidate the starting materials for product R & D 4500.00 5500.00 6500.00 16500.00
Subtotal of 500.00 500.00 500.00 1500.00 and other plants in the middle 6500.00 7500.00 8500.00 22500.00
Increase the production of high-end sex hormone APIs
Product production line, additional equipment and base 18000.00 22000.00 6000.00 46000.00 keyixin: Construction Investment
To create high value-added products with R & D investment of 3000.00 3500.00 4000.00 10500.00, and sex hormone API products outside China
Build high standard registration and China GMP, who GMP
"Global steroid hormone production certification projects such as FDA and EU GMP have been put into operation
Plain raw material platform
Other inputs of pharmaceutical core 2500.00 2500.00 2500.00 7500.00
Subtotal of "enterprise" 26500.00 31000.00 14000.00 71500.00
Input of Lihua system expansion project of returning from the city to the park and product upgrading 15000.00 17000.00 3000.00 35000.00
Drug: to create a product R & D investment of 1500.00 1800.00 2000.00 5300.00 high additional corticosteroid API in Tangyin factory
Value, high standard products registered outside China and China
Gedi skin GMP, who GMP, FDA, - 2000.00, 3000.00, 5000.00 quality hormone, EU GMP and other quality certification projects
Production level input
platform
Anyang plant EHS continuous investment and 2000.00 - 4000.00
Other inputs
Subtotal 18500.00 22800.00 8000.00 49300.00
Total 51500.00 61300.00 30500.00 143300.00
Introduction of foreign advanced technology and construction
High end biological enzyme preparation R & D center 6000.00 8000.00 10000.00 24000.00 biological enzyme investment
Preparation: the R & D investment of finished products is 5000.00 5500.00 6000.00 16500.00, which is the global Guangdong Vtr Bio-Tech Co.Ltd(300381) enzyme preparation base in Inner Mongolia
The project of biological enzyme engineering (phase III) has invested 6000.00 16000.00 - 22000.00 preparations. Hunan Gree has 20000 tons of biological enzyme preparation
2000.00, 8000.00, 12000.00, 22000.00 "other inputs of biological enterprises 500.00, 500.00, 500.00, 1500.00 enzyme preparations
Subtotal of animal camp 19500.00 38000.00 28500.00 86000.00 animal camp Zhuhai Pingsha animal medicine production base construction 2000.00 2000.00 4000.00 8000.00 "health" maintenance and health equipment investment
Kang: become the production base of Shiwei biological Tianjin city, Changsha, China, with an investment of 1500.00, 1800.00, 2000.00 and 5300.00 in product R & D
The construction investment of nutrient land is 1000.00, 3000.00 - 4000.00, and the other investment of health is 300.00, 300.00, 300.00 and 900.00
Subtotal of military enterprises 4500.00 6800.00 6000.00 17300.00
Total 24000.00 44800.00 34500.00 103300.00
According to the calculation, funds will be invested in building a "global core enterprise of steroid hormone API" in the next three years
1433 million yuan. 1033 million yuan will be invested in the development of "biological enzyme preparation, animal nutrition and health",
A total of 2466 million yuan will be invested.
The biomedical sector has a large investment in the company's biological enzyme preparation and animal business
The development of nursing and health business has caused great financial pressure. The overall package sale of the pharmaceutical sector is conducive to profit
Use the capital obtained after reorganization to increase the business investment and industrial upgrading of biological enzyme preparations and animal nutrition and health
Now the company has become a "benchmark enterprise in the global biological enzyme market and a leading enterprise in China's animal nutrition and health industry"
Strategic objectives.
