Securities code: Realcan Pharmaceutical Group Co.Ltd(002589) securities abbreviation: Realcan Pharmaceutical Group Co.Ltd(002589) Announcement No.: 2022017 Realcan Pharmaceutical Group Co.Ltd(002589)
Reply to the letter of concern of 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.
Realcan Pharmaceutical Group Co.Ltd(002589) (hereinafter referred to as "the company" and " Realcan Pharmaceutical Group Co.Ltd(002589) ") received the letter of concern on Realcan Pharmaceutical Group Co.Ltd(002589) issued by the management department of listed companies of Shenzhen Stock Exchange to the company on February 23, 2022 (the "letter of concern") issued by the management department of listed companies of Shenzhen Stock Exchange. The board of directors of the company carefully checked the issues listed in the letter of concern, And made a written reply, and now the reply is announced as follows:
Question 1. The announcement shows that the acquisition of 38.4% equity of Guohui dahealth has been deliberated and adopted at the 19th meeting of the Fourth Board of directors of your company, and one of the directors abstained, but your company did not disclose the reasons for the abstention of relevant directors in the announcement of the resolution of the board of directors. At the same time, our department is concerned that the first meeting of the Fourth Board of directors of your company considered and approved the proposal on purchasing 72% shares and related party transactions of Weihai HENGJIAN Hospital Management Co., Ltd. on October 30, 2019, and one director abstained, but your company did not disclose the reasons for the abstention of relevant directors. Your company is requested to immediately disclose the names and reasons of the directors who abstained from voting at the two board meetings in strict accordance with the provisions of the stock listing rules of the exchange, and prevent the recurrence of such problems.
reply:
The company held the first meeting of the Fourth Board of directors on October 30, 2019. When the board of directors deliberated and adopted the proposal on acquiring 72% shares and related party transactions of Weihai HENGJIAN Hospital Management Co., Ltd., director Feng Hongtao abstained. Feng Hongtao, the director, was nominated by China Merchants Huize pharmaceutical investment partnership (limited partnership) (hereinafter referred to as "China Merchants Huize"), a shareholder holding more than 5% of the company's shares. Before the meeting of the board of directors, the related parties of China Merchants Huize had negotiated investment matters with Weihai HENGJIAN Hospital Management Co., Ltd. (hereinafter referred to as "Weihai Hengjian"), the subject of the transaction, Since the investment arrangement had not been finalized at that time, Feng Hongtao, the director, proposed to substantially promote the transaction after the underlying investment arrangement was determined, so he abstained from voting on the related party transaction proposal. Since then, the related party of Weihai investment has reached an agreement on the investment promotion arrangement between Weihai and Huiheng, and Weihai has no longer participated in the investment promotion of Weihai.
The 19th meeting of the 4th board of directors of the company deliberated on the matter of purchasing 3839992% equity of Tianjin guohuida Health Technology Co., Ltd. held by Yantai huishuo enterprise management partnership (limited partnership) with its own funds. The board of directors of the company issued a meeting notice to all directors on February 11, 2022 and convened the board of directors at 10:00 a.m. on February 17, 2022, Before the conclusion of this meeting of the board of directors and the formation of a resolution, the board of directors did not receive the written voting opinions of the director Mr. Feng Hongtao. The board of directors deemed that the director Mr. Feng Hongtao waived his voting right at the meeting, so the announcement of the resolution was a waiver.
In the future, the relevant responsible personnel of listed companies will resolutely comply with the normative requirements of information disclosure of listed companies, strengthen the study of relevant laws and regulations, further standardize the operation level of the company, continuously improve the quality of information disclosure and prevent the recurrence of such problems.
Question 2. The announcement shows that the evaluated value of the subject company of this transaction is 599 million yuan, with a value-added 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) Medical 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 target 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. 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.
Relevant industrial and commercial information shows that the subject company was established on January 16, 2020. Among the above seven subsidiaries, Jixiang Lei (Tianjin) Pharmaceutical Technology Co., Ltd. was independently established in April 2020 and has been liquidated and cancelled at present; The equity of Tianji Health Medical Technology Co., Ltd. was transferred to your company on June 2, 2020; The equity of the other five subsidiaries are the subject company and were transferred to your company from December 29 to December 31, 2020.
(I) please explain in detail the specific circumstances of transferring the equity of the above subsidiaries to the target company, including but not limited to the reasons for the transfer, decision-making process, evaluation results and consideration payment, and whether your company has fulfilled the review procedures and information disclosure obligations in time; Explain the reason and purpose of repurchasing with high premium in the short term 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. Independent directors and supervisors are requested to check and express clear opinions.
reply:
1. Tianji Health Medical Technology Co., Ltd. is not transferred out and then repurchased from the listed company. The shareholders of the subject company guohuida health department Tianji Health Medical Technology Co., Ltd. (hereinafter referred to as "Tianji health") were established with the equity contribution of Tianji health held by them. In December 2019, based on the needs of internal asset integration and equity restructuring of the listed company, Tianji health made a resolution at the shareholders' meeting and agreed that the listed company and other shareholders of Tianji health would jointly use the equity of Tianji health to invest in the establishment of Tianjin guohuida Health Technology Co., Ltd. (i.e. the target company).
Before becoming a subsidiary of the target company, skyline health was a subsidiary jointly held by the listed company and other investors. According to the industrial and commercial registration information, the shareholders and equity ratio of skyline health are as follows:
No. shareholder equity ratio
1 Realcan Pharmaceutical Group Co.Ltd(002589) 472722%
2 Han Xu 442004%
Tianjin Ruikang Haihe medical industry fund partnership (joint venture)
3 6.5670%
(partner)
4 Ruiwei 1.1598%
5 Li Fuliang 0.8006%
In January 2020, the industrial and commercial establishment of the target company was completed, and the capital contribution of all parties was only subscription.
In June 2020, all parties completed the paid in equity contribution of the target company (that is, each shareholder changed the equity of Tianji health to the name of the target company in the form of paid in capital contribution).
When the target company is established, the shareholding ratio of each shareholder in the target company is consistent with that in Tianji health, as follows:
No. shareholder equity ratio
1 Realcan Pharmaceutical Group Co.Ltd(002589) 472722%
2 Han Xu 442004%
Tianjin Ruikang Haihe medical industry fund partnership (joint venture)
3 6.5670%
(partner)
4 Ruiwei 1.1598%
5 Li Fuliang 0.8006%
To sum up, the subject company's acquisition of Tianji health's equity is only due to the change of shareholding subject caused by equity contribution,
There is no change in the shareholders' equity of the listed company, which is an internal equity restructuring, so there is no transfer of Tianji health to
The situation of buying after going out.
2. Description of equity transfer of the remaining five subsidiaries to the target company
No. company name transfer reason evaluation value (yuan) transaction pricing decision-making process
Guangzhou Realcan Pharmaceutical Group Co.Ltd(002589) alone and in total, it has not reached 193124 Beijing Centergate Technologies (Holding) Co.Ltd(000931) 24000
Limited companies need to submit to the directors of listed companies. Before December 2020, Ruikang Heyuan is the review standard of Guangzhou Ruihui, and there is no need for a subsidiary of Ruikang, While the target company acquired 100% equity of Guangzhou Ruikang based on the company's bottom in a separate interim announcement in 2020, it was disclosed.
Realcan Pharmaceutical Group Co.Ltd(002589) Heyuan
2. The overall strategy is synchronized with the acquisition of Heyuan shares of Ruikang from Guangzhou Ruikang according to Realcan Pharmaceutical Group Co.Ltd(002589) "foreign affairs Co., Ltd."
Planning and internal right to change Ruikang Heyuan into the seventh business segment level company of Guangzhou Ruikang's investment management system. The transaction valuation of Ruikang Heyuan has been included in article: "In addition to Article 4 and division of this system, the above-mentioned evaluation value of Guangzhou Ruikang will be included. Article 5 and Article 6 stipulate that Heilongjiang Ruikang medical integration 969000000 needs to be considered and approved by the board of directors and the general meeting of shareholders 3 business integration 1900000000 Limited company (acquisition of 51% equity)
In addition to the subject matter of the referendum of Ruikang in Heilongjiang Province, other investment matters of 132 Shanghai Pudong Development Bank Co.Ltd(600000) 0 are reviewed by the general manager, and there are 26 million.00 in Sixin Baiyun pharmaceutical
(acquisition of 51% equity) batch ".
Limited company
The above-mentioned investments have been made in Yunnan jiaderek 6681000000
513100000000 general manager of listed company Shen Pharmaceutical Co., Ltd. (acquisition of 51% equity)
Approved by the board of directors.
In December 2020, Guangzhou Realcan Pharmaceutical Group Co.Ltd(002589) Co., Ltd. Realcan Pharmaceutical Group Co.Ltd(002589) Heyuan Co., Ltd. and Heilongjiang Rui
Kang Pharmaceutical Co., Ltd., Heilongjiang RUIKANGXIN Baiyun Pharmaceutical Co., Ltd., Yunnan jiaderek Pharmaceutical Co., Ltd
The total price of the transfer from the listed company to the target company by the company and other five companies is 182884000 yuan; This delivery
In Yi's appraisal report, the corresponding valuations of the five companies amounted to 182009486 yuan, and
