Stock Code: 300381 stock abbreviation: Guangdong Vtr Bio-Tech Co.Ltd(300381)
Bond Code: 123018 bond abbreviation: profit convertible bond Announcement No.: 2022-020 Guangdong Vtr Bio-Tech Co.Ltd(300381)
Reply to the inquiry letter on restructuring announced by Shenzhen Stock Exchange
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
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. Guangdong Vtr Bio-Tech Co.Ltd(300381) (hereinafter referred to as ” Guangdong Vtr Bio-Tech Co.Ltd(300381) ” and “the company”) together with Minsheng Securities Co., Ltd. (hereinafter referred to as “Minsheng securities” and “independent financial consultant”) and Beijing Huaya Zhengxin Asset Appraisal Co., Ltd. (hereinafter referred to as “Huaya Zhengxin” and “appraisal institution”) have checked and implemented the issues listed in the restructuring inquiry letter one by one, And made a reply to the restructuring inquiry letter item by item, and revised and supplemented the report on the sale of Guangdong Vtr Bio-Tech Co.Ltd(300381) major assets and related party transactions (Draft) (hereinafter referred to as the “draft”) in accordance with the requirements of the restructuring inquiry letter. Unless otherwise specified, the abbreviation in this reply has the same meaning as the abbreviation in the draft. The font in the reply to this audit inquiry letter 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 three
Question 1 three
Question 2 six
Question 3 twenty
Question 4 twenty-seven
Question 5 36 II. Issues related to the valuation of the underlying assets thirty-seven
Question 6 thirty-seven
Question 7 thirty-seven
Question 8 forty-two
Question 9 forty-three
Question 10 fifty-nine
1、 Issues related to trading scheme
Question 1
Please describe the transaction plan in detail, clearly list the sequence and time required for the transaction steps such as xinhexin capital increase, xinhexin, keyixin debt settlement, xinhexin and keyixin equity transfer, as well as the sequence of Lihua pharmaceutical debt settlement and Lihua pharmaceutical equity transfer, and explain whether the transaction constitutes a connected transaction in combination with the transaction sequence.
reply:
1、 Steps and schedule of this transaction
According to the transaction plan and transaction agreement, xinhexin transaction (including equity transfer, capital increase and debt settlement), keyixin transaction (equity transfer and debt settlement) and Lihua pharmaceutical transaction (equity transfer and debt settlement) all signed agreements on January 28, 2022, but it is agreed that keyixin transaction and Lihua pharmaceutical transaction are subject to the completion of xinhexin transaction. If the transaction goes smoothly, it is expected to be completed in May 2022. The details are as follows:
Description and timing of transaction steps
1. On January 28, 2022, the equity transfer agreement was signed.
2. Within ten working days from the date of signing the agreement (February 15, 2022), alcohol investment industry, anglikang, Shengchuang pharmaceutical, Zhu Guoliang and he Lizhao will pay a 20% deposit to the listed company.
74.8057% of the shares were transferred for 3.5% respectively Ten working days after the effective date of the agreement (it is expected that xinhexin’s equity will be transferred to alcohol investment industry and Yuanli investment on March 31, 2022) (it is expected that Jiashan investment, Zhejiang Anglikang Pharmaceutical Co.Ltd(002940) and Shengchuang will be transferred in April 2022), Yuanli investment and Jiashan investment will invest in listed pharmaceuticals Zhu Guoliang and he Lizhao paid 20% of the deposit, and all counterparties paid the remaining 80% of the consideration to the co managed account.
Step 1: Xinhe 4 Three working days from the date of completion of the industrial and commercial change of this transaction (it is expected that the new transaction will be completed on May 17, 2022) (it is expected that may 20, 2022) Pay the remaining 80% of the equity transfer from the co managed account to the designated account of the listed company.
Hunan alcohol Investment Industrial Development Co., Ltd. signed the capital increase agreement on January 28, 2022.
Hunan Sheng’an Enterprise Management Co., Ltd
Chinese Partnership (limited partnership)
Gold (Changde) emerging industry entrepreneurship 2 Within 10 working days after the effective date of the agreement (it is expected that Xinhe Xinxin will invest in the partnership (limited partnership date) on March 31, 2022 (it is expected that the partnership will be invested in April 2022) and 15 days after changdejinxin No. 2 medical treatment), the capital increasing party will pay the capital increase to the new device industry investment enterprise (limited partnership).
Partnership), Hainan shangshandian Zan private
Venture capital fund partnership
(limited partnership) and Zhu Guoliang
Tongxiang Xinhe new capital increase
1. On January 28, 2022, the debt settlement agreement was signed.
2. Within 20 working days after the effective date of the agreement (expected on March 31, 2022) (expected on April 28, 2022), pay 20% of xinhexin’s debt to the listed company, and xinhexin pays off the debt to the listed company, Pay the remaining 80% of the debt repayment to the joint management account.
3. Three working days from the date of completion of industrial and commercial change of xinhexin equity transfer (expected to be May 17, 2022) (expected to be May 20, 2022) Pay the remaining 80% of the debt repayment from the co managed account to the designated account of the listed company.
1. On January 28, 2022, the equity transfer agreement was signed.
2. Within 20 working days after the effective date of the agreement (expected to be March 31, 2022) (expected to be April 28, 2022), xinhexin shall pay the listed company the equity transfer of keyixin, which will be held by the listed company, Transfer the remaining 80% of the equity and 100% of the equity to the joint management account of xinhexin transfer payment.
3. Three working days from the date of completion of the industrial and commercial change of keyixin’s equity transfer (expected to be May 17, 2022) (expected to be May 20, 2022) Pay the remaining 80% of the equity transfer from the co managed account to the next step, and the account designated by Keyi city company.
New transaction 1. On January 28, 2022, the debt settlement agreement was signed.
2. Pay 20% of keyixin’s debt to the listed company within 20 working days (expected April 28, 2022) after the effective date of the agreement (expected March 31, 2022), and keyixin pays off the debt to the listed company, Pay the remaining 80% of the debt repayment to the joint management account.
