Ping An Securities Co., Ltd
Verification opinions on Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) acquisition of 100% equity and related party transactions of Guangdong Shaxi Pharmaceutical Co., Ltd
Ping An Securities Co., Ltd. (hereinafter referred to as "Ping An Securities" or "recommendation institution") as the recommendation institution and continuous supervision institution for Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) (hereinafter referred to as " Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) " or "company") non-public offering of shares in 2020, in accordance with the measures for the Administration of securities issuance and listing recommendation business and the stock listing rules of Shenzhen Stock Exchange According to the requirements of laws, regulations and normative documents such as the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange (revised in 2020), the company has carefully verified the related party transactions of the company, and the verification opinions are as follows:
1、 Overview of related party transactions
(i) Basic information of related party transactions
The company plans to acquire 99% equity of Guangdong Shaxi Pharmaceutical Co., Ltd. (hereinafter referred to as "Shaxi pharmaceutical") held by Xinchang Yuanjin health industry investment partnership (limited partnership) (hereinafter referred to as "Yuanjin health") and 1% equity of Shaxi pharmaceutical held by Jingxin Holding Group Co., Ltd. (hereinafter referred to as "Jingxin holding") with its own capital of 205 million yuan.
（2） Association description
The company, Yuanjin health and Jingxin holdings are controlled by the same natural person, Mr. LV Gang, forming a related relationship, which is in line with article 10.1 of the stock listing rules Under the circumstances specified in Article 3, thus forming a related party with the company.
（3） This transaction does not constitute a major asset restructuring
According to the measures for the administration of major asset restructuring of listed companies, this connected transaction does not constitute a major asset restructuring.
2、 Basic information of counterparty
(i) Xinchang Yuanjin health industry investment partnership (limited partnership)
1. Basic information
Unified social credit code 91330624ma288f2648
Registered capital: RMB 251 million
Executive partner Zhejiang Yuanjin Investment Management Co., Ltd
Enterprise type: limited partnership
Date of establishment: June 14, 2016
Company domicile: Building 1, No. 53, Yulin Road, Yulin street, Xinchang County, Zhejiang Province
Business scope: health industry investment, private equity investment, industrial investment and investment consulting services (excluding securities and futures consulting)
2. Partner information
No. name of partner nature of capital contribution proportion
1 Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) limited partner 39.8406%
2. Limited partner of Jingxin Holding Group Co., Ltd. 39.8406%
3. Limited partner of Zhejiang Zheli Investment Management Co., Ltd. 19.9203%
4. Executive partner and general partner of Zhejiang Yuanjin Investment Management Co., Ltd. 0.3984%
Total 100.00%
3. Operating financial situation
As an industrial fund, Yuanjin health holds 99% equity of Shaxi pharmaceutical and 6% equity of Hangzhou Huqing Yutang pharmaceutical Holding Co., Ltd. In 2020, the total assets were 321 million yuan, the net assets were 286 million yuan and the net profit was 14.8632 million yuan; As of September 30, 2021, the company has total assets of 329 million yuan, net assets of 269 million yuan and net profit of 9.416 million yuan.
（2） Jingxin Holding Group Co., Ltd
1. Basic information
Unified social credit Code: 91330624550532095a
Registered capital: RMB 100 million
Legal representative: LV Gang
Date of establishment: January 27, 2010
Company domicile: Building 1, No. 53, Yulin Road, Yulin street, Xinchang County, Zhejiang Province
Business scope industrial investment; Enterprise management consulting, investment consulting, technical consulting and financial management consulting; Sales: pharmaceutical chemical intermediates, pharmaceutical chemical raw materials; Import and export of goods.
2. Ownership structure
No. shareholder name shareholding ratio
1 LV steel 51%
2 Zhejiang Jinzhi Investment Co., Ltd. 49%
Total 100%
3. Operating financial situation
Jingxin holdings is mainly engaged in foreign equity investment and equity management. In 2020, the total assets were 1.737 billion yuan, the net assets were 316 million yuan and the net profit was 79.2069 million yuan; As of September 30, 2021, the company has total assets of 2.239 billion yuan, net assets of 348 million yuan and net profit of 56.1107 million yuan.
3、 Basic information of transaction object
(i) Basic information
Company name: Guangdong Shaxi Pharmaceutical Co., Ltd
Unified social credit code 914420001980938114
Registered capital: 10.21 million yuan
Legal representative: Ding shaozheng
Date of establishment: April 25, 1986
Company domicile: No. 34, Baozhu West Road, Shaxi Town, Zhongshan City, Guangdong Province
Production Sales: Drugs (including tablets, pills, hard capsules, granules, tea preparations, syrups, oral liquids, decoctions, cephalosporins hard capsules and tablets); business scope of herbal tea drinks; acquisition of agricultural and sideline products and Chinese herbal medicines for the enterprise's own use; export business of the enterprise's own products and technologies; raw and auxiliary materials, instruments, mechanical equipment and spare parts required for the enterprise's production Import and export business of parts and technologies (except for goods limited by the state and prohibited by the state, and not listed separately).
（2） Shareholder structure
S / N pre acquisition post acquisition
Shareholder name shareholding ratio shareholder name shareholding ratio
1. 99% Zhejiang Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) shares of Xinchang Yuanjin health industry investment partnership
Industry (limited partnership) Co., Ltd. 100% 2 Jingxin Holding Group Co., Ltd. 1%
Total 100% total 100%
（3） Operating financial situation
The main financial data of Shaxi pharmaceutical in the latest year and the first period are as follows:
Unit: 10000 yuan
Financial indicators June 30, 2021 December 31, 2020
Total assets 9604.226676.52
Total liabilities 6591.674558.56
Shareholders' equity 3012.562117.96
Business performance from January to June 2021 to 2020
Operating income 6704.8911203.14
Financial indicators June 30, 2021 December 31, 2020
Total profit 1017.901674.90
Net profit 897.861471.93
Note: the above financial data have been audited by Lixin Certified Public Accountants (special general partnership) and issued an unqualified audit report of "Xin Kuai Shi Bao Zi [2021] No. za52741".
4、 Pricing policy and basis of transaction
According to the assets appraisal report (Guo Rong Xing Hua Ping Bao Zi [2021] No. 020421) issued by Beijing Guorong Xinghua Assets Appraisal Co., Ltd., as of the benchmark date of June 30, 2021, under the premise of continuous operation, the book value of all shareholders' equity of Guangdong Shaxi Pharmaceutical Co., Ltd. is 30.1256 million yuan, and the appraisal value assessed by income method is 213 million yuan. Through negotiation, it is determined that the transaction price is 205 million yuan, the transaction price is fair, and there is no damage to the legitimate interests of the company and other shareholders.
5、 Purpose, necessity and impact of related party transactions on the company
Shaxi pharmaceutical is mainly engaged in the R & D, production and sales of Chinese patent medicines. The main products are Paishi granules, Shaxi herbal tea, Runchang Ningshen ointment, Guxian tablets, Suoquan pills, etc. a self built sales team is distributed by pharmaceutical trading enterprises with drug trading license and GSP certification, so that drugs can enter hospitals, grass-roots medical institutions, pharmacies and other terminals. The main cooperative pharmaceutical business enterprises are CHUANGMEI Pharmaceutical Group, Jointown Pharmaceutical Group Co.Ltd(600998) Pharmaceutical Group, Sinopharm holdings, Anhui Huayuan, Huadong Medicine Co.Ltd(000963) and other large pharmaceutical business enterprises in China, with high customer concentration.
The related party transactions between Shaxi pharmaceutical and the company are daily related party transactions such as entrusted production, which have been disclosed in the company's annual report and expected annual daily related party transaction announcement respectively, and the corresponding review procedures have been performed. The annual forecast of daily related party transactions in 2021 is no more than 2 million yuan, and 447400 yuan has actually occurred. After the completion of this transaction, Shaxi pharmaceutical will be included in the consolidated statements of the listed company.
The transaction price is determined on the basis of the appraisal price. The transaction price is fair and does not damage the legitimate interests of the company and other shareholders; This transaction is paid with its own funds, which will not affect the cash flow required by the company's normal production and operation, and will not have a great impact on the company's current financial situation. In the long run, it is of positive significance to the company's development and is in line with the interests of all shareholders and the company's long-term development strategy.
6、 Main contents of transaction agreement
Under this agreement, the equity transferred by Yuanjin health and Jingxin Holdings (collectively referred to as the "Transferor") to Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) is 99% equity of Shaxi pharmaceutical held by Yuanjin health and 1% equity of Shaxi pharmaceutical held by Jingxin holdings. The total transfer price of the above target equity is 205 million yuan.
New pharmaceutical shall pay the transferor in installments according to the agreement. The installments are as follows: phase I target equity transfer price (20% of the total price), phase II target equity transfer price (50% of the total price) and phase III target equity transfer price (30% of the total price).
7、 Other arrangements involving connected transactions
This transaction is an equity acquisition and does not involve personnel resettlement. Except that the directors, supervisors and senior managers appointed / appointed by Jingxin holdings need to be removed, the labor employment of other employees of Shaxi pharmaceutical will continue to maintain the current situation without obvious change.
Jingxin holdings promises not to engage in or participate in the business of Zhejiang Jingxin Pharmaceutical Co.Ltd(002020) , Shaxi pharmaceutical and its subsidiaries in a direct or indirect manner, which constitutes a potential direct or indirect competition
