Securities code: Lbx Pharmacy Chain Joint Stock Company(603883) securities abbreviation: Lbx Pharmacy Chain Joint Stock Company(603883) Announcement No.: 2022016
Lbx Pharmacy Chain Joint Stock Company(603883)
About the acquisition of Hunan Huairen Great Health Industry Development Co., Ltd
Announcement of 719643% equity (accumulated no longer constitutes reorganization)
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Important content tips:
● basic information of the transaction
(I) transaction overview
Lbx Pharmacy Chain Joint Stock Company(603883) (hereinafter referred to as "the company" or " Lbx Pharmacy Chain Joint Stock Company(603883) " or "party a") intends to purchase Lin Chengxiong and Lin Chengxiong with its own funds of RMB 1637188434 (including loans) The 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd. (hereinafter referred to as the "target company" and "target company") held by 14 counterparties including Chen Jianping (hereinafter referred to as "this transaction"). Before the completion of this transaction, Lbx Pharmacy Chain Joint Stock Company(603883) holds 4.1556% equity of the target company. After the completion of this transaction, Lbx Pharmacy Chain Joint Stock Company(603883) will hold 761199% equity of the target company.
This transaction does not constitute a connected transaction and does not constitute a major asset reorganization in aggregate. It has been deliberated and approved at the 13th meeting of the Fourth Board of directors of the company and needs to be submitted to the general meeting of shareholders of the company for deliberation.
(II) transaction pricing
The overall valuation confirmed by both parties through consultation with reference to the assessed value is RMB 2.275 billion. According to the target company's annual net profit of RMB 999919 million in 2020, the trading P / E ratio is 22.75 times. The P / E ratio of this transaction is slightly higher than the average p / E ratio of comparable trading cases in the industry in recent four years, which is 21.48 times and the average p / E ratio of comparable trading cases of the company is 20.81 times, which is lower than or close to the P / E ratio of emerging pharmacy with similar scale, Chengda Fangyuan trading P / E ratio of 28.34 times and Huatuo pharmacy 22.42 times (terminated). The pricing of this transaction is reasonable. According to the appraisal, as of the benchmark date of September 30, 2021, the appraisal value of all shareholders' equity of Hunan Huairen Great Health Industry Development Co., Ltd. (after simulated divestiture) (hereinafter referred to as "Huairen great health") is 2.211 billion yuan, and the overall appraisal value confirmed by reference to the appraisal value is 2.275 billion yuan, which is calculated according to the target company's net assets of 3670456 million yuan on September 30, 2021, The premium rate is about 520%, which is lower than the average premium rate of 833% in comparable transaction cases in the same industry.
(III) performance commitment
The performance commitment parties Lin Chengxiong, Chen Jianping, Huaihua Renxin and Huaihua Renshu (hereinafter referred to as the "performance commitment party") make a commitment to the future performance of the target company: the net profit in 2022 (refers to the net profit attributable to the shareholders of the parent company after deducting non recurring profits and losses, the same below) shall not be less than 110 million yuan, and the net profit in 2023 shall not be less than 131 million yuan, The net profit in 2024 shall not be less than 152 million yuan, and the average annual compound growth rate of performance from 2021 to 2024 is about 20.17%. If the target company's promised performance reaches 90%, the net profits in 2022, 2023 and 2024 will be 99 million yuan, 117.9 million yuan and 136.8 million yuan respectively, and the average annual compound growth rate of performance from 2021 to 2024 will be about 16.02%. If the actual net profit realized by the target company in the commitment period is less than 90% of the total predicted net profit in the commitment period, the performance commitment shall make cash compensation to Lbx Pharmacy Chain Joint Stock Company(603883) for . When the performance commitment party makes compensation, it can make compensation by any or more entities of the performance commitment party, and each entity of the performance commitment party shall be jointly and severally liable for the compensation.
(IV) the company's own funds and bank credit lines are sufficient, and this transaction will not cause capital pressure on the normal operation of the company. As of the signing date of the asset purchase agreement, the trademark ownership of the target company is clear, there is no capital occupation and major litigation, and there is no major legal obstacle to the implementation of this transaction.
● special risk tips
(I) equity delivery risk
The settlement of this transaction shall be subject to the completion or exemption of relevant restructuring matters of the target company and passing the antitrust review. The counterparty guarantees to complete the reorganization of the target company within 90 days after the signing of the asset purchase agreement. If it is not completed within the above time due to objective or third-party reasons, Party A agrees to extend it for 30 days. If it is not completed within the extended time, Party A has the right to unilaterally terminate the asset purchase agreement. If the preconditions for delivery cannot be met, there is a risk that the transaction cannot be delivered.
(II) Goodwill and impairment risk
The transaction is expected to form a new goodwill of about 1.441 billion yuan. The amount of goodwill in the company's financial statements on September 30, 2021 is 3.638 billion yuan. After the completion of this transaction, the company's accumulated goodwill is expected to reach 5.079 billion yuan, accounting for 106% of the company's net assets of 4.782 billion yuan on September 30, 2021. The target company and Lbx Pharmacy Chain Joint Stock Company(603883) have formed their own management mode, operation characteristics and corporate culture in their respective development process, and there are objectively merger and integration risks. If the future performance of the target company is less than expected, the company has the risk of goodwill impairment.
(III) industry policy and antitrust review risk
Although the acquisition project is encouraged and supported by the current relevant national policies, after the completion of the transaction, there are still policy risks caused by the adjustment of relevant national and industrial policies, such as the reform of medical insurance fee control and payment, the reform of medical insurance personal account, the liberalization of online prescription drugs and other policies, resulting in the outflow of prescriptions less than expected and affecting the growth rate of pharmaceutical retail market. At the same time, the adverse policies of local medical insurance and supervision of the target company may also have an impact on its operating performance.
This transaction needs to be subject to the anti-monopoly review of business concentration with the State Administration of market supervision, and there is still uncertainty whether it can pass the review.
1、 Transaction overview
Lbx Pharmacy Chain Joint Stock Company(603883) held the 13th meeting of the 4th board of directors on March 6, 2022, deliberated and adopted the proposal on the company's acquisition of 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd. The company plans to acquire Lin Chengxiong, Chen Jianping, Huaihua Renxin Health Consulting Center (limited partnership) (hereinafter referred to as "Huaihua Renxin"), Nanjing Huatai health No. 1 equity investment partnership (limited partnership) (hereinafter referred to as "Huatai health No. 1") with its own funds of RMB 1637188434 (including loans) Huaihua Renshu Health Management Center (limited partnership) (hereinafter referred to as "Huaihua Renshu"), Huaihua Renzhong Health Service Center (limited partnership) (hereinafter referred to as "Huaihua Renzhong"), Huaihua renlin health management consulting service center (limited partnership) (hereinafter referred to as "Huaihua renlin") Huaihua Renmin Health Consulting Center (limited partnership) (hereinafter referred to as "Huaihua Renmin"), Hunan Kairui enterprise management service partnership (limited partnership) (hereinafter referred to as "Kairui enterprise management"), Yiyang Kangxin elderly care service center (limited partnership) (hereinafter referred to as "Kangxin elderly care") Huaxi Yinfeng Investment Co., Ltd. (hereinafter referred to as "Huaxi Yinfeng"), Nanjing Huatai dahealth No. 2 equity investment partnership (limited partnership) (hereinafter referred to as "Huatai dahealth No. 2"), Nanjing Daoxing Investment Management Center (general partnership) (hereinafter referred to as "Daoxing investment") Zhejiang Wecome Pharmaceutical Company Limited(300878) (hereinafter referred to as " Zhejiang Wecome Pharmaceutical Company Limited(300878) ) (the aforesaid entities are collectively referred to as" counterparty "or" Party B ") holds 719643% equity of Hunan Huairen Great Health Industry Development Co., Ltd. (hereinafter referred to as" target company "and" target company ") (hereinafter referred to as" this transaction ").
After the completion of this transaction, the equity structure of the target company is as follows:
No. name of shareholder contribution amount (yuan) contribution proportion (%)
1 Lbx Pharmacy Chain Joint Stock Company(603883) 96,672261 761199%
2 Lin Chengxiong 15856894124857%
3 Chen Jianping 40572423.1947%
4 Huaihua Renxin Health Consulting Center (limited partnership) 36992292.9128%
5 Huaihua City Assets Management Co., Ltd. 24615871.9383%
6 Hunan Pharmaceutical Group Co., Ltd. 18496141.4564%
7 Huaihua Renshu Health Management Center (limited partnership) 17866351.4068%
8 Hunan light salt Venture Capital Management Co., Ltd. 6165380.4855%
Total 1270 Ping An Bank Co.Ltd(000001) 000000%
Referring to the evaluation value of the target company on the benchmark date, the overall valuation of the target company is confirmed to be 2275 million yuan through friendly negotiation between the two parties. The transaction may form a new goodwill of about 1.441 billion yuan. The final amount of goodwill confirmation is subject to the delivery audit data.
This acquisition does not constitute a connected transaction, does not constitute a major asset reorganization specified in the measures for the administration of major asset reorganization of listed companies, and does not meet the disclosure standard of major asset reorganization, but needs to be submitted to the general meeting of shareholders for deliberation. The specific indicators are as follows:
1. This transaction does not constitute a major asset restructuring
During the planning of this transaction, based on the cumulative calculation of similar transactions for 12 consecutive months, according to the preliminary calculation, this transaction may constitute a major asset reorganization specified in the administrative measures for major asset reorganization of listed companies. On December 10, 2021, the company announced the announcement on planning major asset restructuring and signing letter of intent for cooperation (Announcement No. 2021114), and subsequently disclosed the corresponding progress announcement according to law.
Because the company terminated the acquisition of 51% equity of Hebei Huatuo pharmacy pharmaceutical chain Co., Ltd., the acquisition is no longer included in the cumulative calculation range. After calculation, this transaction does not constitute a major asset restructuring, as follows: (1) purchase of assets
Unit: 10000 yuan
Lbx Pharmacy Chain Joint Stock Company(603883) whether the cumulative calculation of this transaction of Huairen health meets the criteria for asset restructuring with a large proportion of relevant indicators of major projects
Total assets (112841116371884% 14.51% 14.94% no
Trade amount (whichever is higher)
Net assets (paid 42899116371884 38.17% 39.29% no
Trade amount (whichever is higher)
Operating income 139667014023407 10.04% 10.85% no
Note: (1) Lbx Pharmacy Chain Joint Stock Company(603883) total assets, net assets and operating income are taken from the company's 2020 audit report; (2) The total assets, net assets and operating income of Huairen health adopt the audited values of 2020; (3) The corresponding indicators of total assets, net assets and operating income shall be calculated in accordance with the measures for the administration of major asset restructuring, the stock listing rules of Shanghai Stock Exchange and other relevant provisions.
(2) Sale of assets
The relevant assets sold within the first 12 months shall be calculated cumulatively when calculating whether this transaction constitutes a major asset reorganization. The cumulative proportions of the corresponding total assets, net assets and operating income indicators calculated according to the relevant provisions of the reorganization management measures are 0.63%, 1.03% and 1.1% respectively, which do not constitute a major asset reorganization. 2. The transaction needs to be submitted to the general meeting of shareholders for deliberation
Article 6.1.3 of the Listing Rules of Shanghai Stock Exchange stipulates that if the transactions of a listed company meet one of the following standards, the listed company shall, in addition to timely disclosure, It shall also be submitted to the general meeting of shareholders for deliberation: the net assets involved in the transaction object (such as equity) (if there are both book value and evaluation value, whichever is higher) account for more than 50% of the latest audited net assets of the listed company, and the absolute amount exceeds 50 million yuan.
The book value of the net assets involved in this transaction is 3670456 million yuan and the assessed value is 2211 million yuan, whichever is higher. The assessed value of the net assets of this acquisition accounts for 51.54% of the audited net assets of the listed company in the latest period (2020), and the absolute amount exceeds 50 million yuan. Therefore, this transaction needs to be submitted to the general meeting of shareholders for deliberation.
3. Transactions that fail to fulfill the deliberation procedures of the general meeting of shareholders within 12 months before the transaction
(1) Purchase of assets
Sequence name of the invested company transaction method transaction target agreement time transaction amount
No. (10000 yuan)
1. Hunan yongkangtang pharmacy chain has purchased assets, with an income of 202110 - 333461
Limited company
