Securities code: 300138 securities abbreviation: Chenguang Biotech Group Co.Ltd(300138) Announcement No.: 2021-162 Chenguang Biotech Group Co.Ltd(300138)
Announcement on acquiring part of the equity of other shareholders of subsidiaries and increasing their capital
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.
1、 Overview
The 37th meeting of the 4th board of directors of Chenguang Biotech Group Co.Ltd(300138) (hereinafter referred to as "the company") deliberated and adopted the proposal on acquiring part of the equity of other shareholders of subsidiaries and increasing their capital, comprehensively considering the secondary holding subsidiary of the company - Hebei Chenguang Tianrun Pharmaceutical Co., Ltd. (hereinafter referred to as "Tianrun pharmaceutical") ）Develop strategic objectives and other shareholders, in order to promote the smooth implementation of the project, After negotiation, Hebei Chenguang Pharmaceutical Co., Ltd. (hereinafter referred to as "Chenguang pharmaceutical") is proposed to be a wholly-owned subsidiary of the company ）Mr. Yan Longxiang and Mr. Zhao shebin, other shareholders of Tianrun pharmaceutical, acquired with their own funds of 1.2468 million yuan, holding a total of 10% equity of Tianrun pharmaceutical. After the acquisition, Chenguang pharmaceutical will hold 89% equity of Tianrun pharmaceutical. Meanwhile, Chenguang pharmaceutical will increase the capital of Tianrun Pharmaceutical by 48 million yuan. After the capital increase, Chenguang pharmaceutical will hold 95% equity of Tianrun pharmaceutical and Mr. Yan Longxiang will hold 5% equity of Tianrun pharmaceutical.
This equity acquisition and capital increase does not constitute a related party transaction, nor does it constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. Within the approval authority of the company's board of directors, it is not necessary to submit it to the general meeting of shareholders for deliberation.
2、 Introduction to the parties to the transaction
1. Hebei Chenguang Pharmaceutical Co., Ltd
Enterprise type: limited liability company
Legal representative: Wan Haichao
Registered capital: 19 million yuan
Address: No. 9, maosui street, Handan Economic Development Zone, Hebei Province
Business scope: production and sales of tablets, hard capsules, granules and pills (honey pills); drug technology research and development, technology transfer and technical consultation; drug sales (operating with drug business license); cultivation of Chinese herbal medicine (excluding original medicinal plants of narcotic drugs).
Chenguang pharmaceutical is a wholly-owned subsidiary of the company and holds 79% equity of Tianrun pharmaceutical.
The main financial data of Chenguang pharmaceutical in the latest year are as follows:
Project on November 30, 2021 or December 31, 2020 or
January November 2021 January December 2020
Total assets (10000 yuan) 4061.013235.13
Total liabilities (10000 yuan) 2519.201452.02
Owner's equity (10000 yuan) 1541811783.11
Operating income (10000 yuan) 648-
Total profit (10000 yuan) -241.30-108.13
Net profit (10000 yuan) -241.30-108.13
2, Yan Longxiang, male, Han nationality, ID number: 1321251963*******, Jize County, Handan City, Hebei province. Currently, manager and legal representative of Hebei nine days Biological Products Co., Ltd., manager and legal representative of Hebei Chenguang Tianrun Pharmaceutical Co., Ltd., holding 20% rights of Tianrun pharmaceutical company, and no relationship with company directors and supervisors.
3, Zhao Shebin, male, Han nationality, ID number: 1321251974*******, Jize County, Handan City, Hebei Province, holds 1% stake in Tianrun pharmaceutical company, and there is no correlation between company and company directors, supervisors and senior managers.
3、 Basic information of investment object
Name: Hebei Chenguang Tianrun Pharmaceutical Co., Ltd
Enterprise type: limited liability company
Legal representative: Yan Longxiang
Registered capital: RMB 40 million
Address: No. 6, Ziyang Road, economic development zone, Guantao County, Handan City, Hebei Province
Business scope: production and sales of APIs, pharmaceutical intermediates and chemical raw materials (excluding hazardous chemicals and precursor chemicals); technology R & D and transfer of new pharmaceutical products; technology development, technical consultation, technology transfer and technical services.
Transaction method and content: Chenguang pharmaceutical increased its investment in Tianrun Pharmaceutical by acquiring the equity of other shareholders of Tianrun pharmaceutical and increasing their capital.
(1) Yan Longxiang, the shareholder of Tianrun pharmaceutical, transferred the 3.6 million yuan equity of Tianrun pharmaceutical to Chenguang pharmaceutical at the price of 1.2468 million yuan (the paid in amount of the above 3.6 million yuan equity was 1.2468 million yuan, and the other 2.3532 million yuan equity was not paid in); Zhao shebin transferred the 400000 yuan equity of Tianrun pharmaceutical to Chenguang pharmaceutical at the price of 0 yuan (the aforesaid 400000 yuan equity has not been paid in). After the completion of the transaction, the shareholding ratio of Chenguang pharmaceutical was changed to 89%, and that of Mr. Yan Longxiang was changed to 11%.
(2) The company increased the capital of Tianrun Pharmaceutical by 48 million yuan through Chenguang pharmaceutical. After the capital increase, Chenguang pharmaceutical holds 95% equity of Tianrun pharmaceutical and Mr. Yan Longxiang holds 5% equity of Tianrun pharmaceutical.
Equity structure of Tianrun pharmaceutical before and after equity transfer and capital increase:
Before and after equity transfer and capital increase
Name of contributor amount of contribution shareholding ratio amount of contribution shareholding ratio
(10000 yuan) (10000 yuan)
Hebei Chenguang Pharmaceutical Co., Ltd. 3160.0079 00%8,360.0095. 00%
Yan Longxiang 800.0020 00%440.005. 00%
Zhao shebin 40.001 00%--
Total 4000.00100.00 00%8,800.00100. 00%
The main financial data of Tianrun pharmaceutical in the latest year are as follows:
Project on November 30, 2021 or December 31, 2020 or
January November 2021 January December 2020
Total assets (10000 yuan) 8853862795.37
Total liabilities (10000 yuan) 536479146.36
Owner's equity (10000 yuan) 3489.082649.01
Operating income (10000 yuan) 716-
Total profit (10000 yuan) -164.62-66.14
Net profit (10000 yuan) -164.62-66.14
4、 Main contents of equity transfer agreement
Chenguang Pharmaceutical (Party A) intends to transfer part of the equity of Tianrun Pharmaceutical (the target company) held by Yan Longxiang (Party B) and Zhao shebin (Party C). Party B and Party C agree that Party A shall transfer part of the equity of Party B and all the equity of Party C. on the basis of equality and voluntariness, all parties reach an agreement on the equity transfer of the target company through friendly negotiation.
1. Party B transfers its 3.6 million equity of the target company to Party A, and Party C transfers all equity of the target company to Party A.
The price of Party A's transferee of Party B's 124683544 equity (paid in) of the target company is RMB 124683544; the price of transferee of Party B's 23536456 equity (unpaid) of the target company is RMB 0.
The price of the 400000 equity of the subject company held by Party C is RMB 0 (unpaid capital contribution). 2. From the date when this Agreement comes into force and the equity change is completed, Party B and Party C no longer enjoy the rights and obligations of the subject equity in the subject company, and Party a and Party B enjoy and assume the corresponding rights and obligations according to the proportion of capital contribution after the equity transfer.
3. The management team of the target company shall regularly report the operation of the company at this stage to the shareholders' meeting; If the target company is short of operating funds, each party shall complete the paid in capital contribution according to the proportion of subscribed capital contribution. If the subscribed capital contribution has been paid, each party shall provide loans to the target company according to the proportion of subscribed capital contribution.
4、 The shareholders of the target company shall distribute profits and bear losses according to the proportion of subscribed capital contribution: (1) the profit distribution shall be conducive to the construction process and long-term development of the project, and the profits distributed by each party shall be used to supplement its unpaid registered capital. (2) since the effective date of this agreement, the target company shall report the total accumulated operating profits and losses of the company (in RMB) before the 5th day of each month The calculation method of "book profit + inventory profit" (excluding dividends) shall be used for accounting. If the cumulative loss reaches 50% of the paid in capital, the financial officer shall notify each shareholder within 3 days. If the total operating profit and loss of the target company is negative and the total loss to be borne by Party B reaches 50% of its paid in capital contribution, Then the party shall transfer all the equity of the target company held by it (the equity value shall be calculated based on the book net assets of the target company after the loss) to Party A (the other parties shall agree to the above agreement); or the party shall supplement the target company with the working capital with the same amount of loss it should bear (within one month after the notice); or adopt other methods agreed by all parties. (3) When the subject company is liquidated, if the liquidation value is positive, it shall be liquidated according to the proportion of paid in capital contribution of each party; if the liquidation value is negative, it shall be liquidated according to the proportion of subscribed capital contribution.
5. Solutions to differences between shareholders: major matters shall be decided by the shareholders' meeting; The shareholders of Party A and Party B agree to establish a fair shareholder exit mechanism. In the future, if the shareholders of all parties cannot reach an agreement on major matters, it shall be handled according to the following rules: all shareholders can transfer part or all of their equity to each other; Each shareholder also has the right to transfer part or all of their equity to a third party; When a shareholder transfers his equity to his successor, the other shareholders shall be deemed to have agreed; In case of equity transfer, other shareholders have the preemptive right under the same conditions; On the basis of the above principles, the specific equity transfer measures shall be separately negotiated by each shareholder.
6. Horizontal competition and related party transactions
For the products that have been determined to be produced or clearly to be developed within the business scope of the target company, each party shall not use the known product, market, application and customer information to develop the same or similar products in any way, and shall not compete openly and covertly with the same or similar applications in the same or similar fields.
The related party transactions between the parties and the target company (including but not limited to raw materials, products, technology transfer, research and development of new varieties and new processes, production transformation) shall be determined according to the market price.
The target company can provide a full set of services such as administrative approval, pilot test, drug number approval, enlarged production, supplier audit and product sales for new products (new processes) of all parties, and charge service fees according to the market price; it can also cooperate with the holder of new products (new processes) to make joint-stock products (the holder of the new process takes shares in the new technology and its early-stage R & D expenses, and the target company takes shares in the expenses of technology transformation in the future). The profit sharing proportion is determined through negotiation according to the specific varieties and market conditions; the target company can also provide OEM, product sales and other services for the mature products of all parties, and the profit sharing proportion is determined through negotiation according to the specific varieties and market conditions 。 7. Disputes related to this Agreement shall be settled through friendly negotiation; If the negotiation fails, either party shall submit the relevant disputes to the jurisdiction of the court where this agreement is signed.
8. The agreement shall come into force after being signed by the duly authorized representatives of the shareholders of each party and affixed with their respective official seals (personal fingerprints).
5、 Purpose, existing risks and impact on the company of this transaction
1. Purpose of this transaction: API is the basic raw material and active ingredient of drugs and an important part of the pharmaceutical industry. Its industry is related and similar to the plant extraction industry. As a leading enterprise in the plant extraction industry, the company has advantages and characteristics in technological innovation, cost control according to content management, comprehensive utilization of active ingredients, etc, In order to give full play to the relevant advantages of the company, develop and produce more high-quality and cheap raw materials according to the highest standard of consistency evaluation, so as to benefit more people, the company decided to invest in the project.
