Securities code: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) securities abbreviation: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) Announcement No.: 2022017 Yunnan Jianzhijia Health-Chain Co.Ltd(605266)
Announcement on planning major asset restructuring and signing equity acquisition intention agreement
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:
Transaction status
1. Yunnan Jianzhijia Health-Chain Co.Ltd(605266) (hereinafter referred to as " Yunnan Jianzhijia Health-Chain Co.Ltd(605266) " or "the company") intends to purchase 80% - 100% equity (hereinafter referred to as "the subject matter of the transaction") held by the shareholders of Hebei Tangren Pharmaceutical Co., Ltd. (hereinafter referred to as "the subject company" or "Tangren pharmaceutical") after the reorganization by paying cash, so as to control or wholly control Tangren pharmaceutical, In order to realize the merger and acquisition of the brand and direct stores of Tangren pharmaceutical chain pharmacy, various operating assets, operating resources and operating rights and interests, and promote the business expansion of the company in the Bohai Rim region with Beijing, Tianjin and Hebei as the core. The proportion of equity to be finally acquired, the counterparty and the transaction price shall be determined by the parties to the transaction through negotiation.
2. The counterparty has no affiliated relationship with the company, the controlling shareholder and the actual controller of the company, and is not expected to constitute a connected transaction. This transaction is expected to constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. This transaction does not involve the issuance of shares by listed companies and will not lead to the change of the actual controller of the company. In accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, the company will appoint relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out various work such as financial advisers, legal, audit and evaluation, and fulfill the obligation of information disclosure as required.
Risk statement
There are still the following operational risks, financial risks and major uncertainty risks in this transaction. Please pay attention to the investment risks.
1. If the asset purchase business is carried out smoothly, there are the following operational and financial risks: (1) cross regional development risk
The pharmacies operated by the company are mainly concentrated in Yunnan, Chongqing, Guangxi, Sichuan and other regions, and the business areas of Tang medicine are mainly concentrated in Hebei and Liaoning. Due to the differences in the degree of economic development, medical insurance policy, regional competition of retail pharmacies, residents' health concept and medication habits in various regions, there are cross regional business risks. (2) Risk that the management and operation integration of the target company does not meet the expectations
The management radius of the company has been significantly expanded. Due to the differences in the regulatory environment, corporate culture, management mode and customer habits, there is a risk that the target company will not meet the expectations in the process of operation integration.
(3) Goodwill impairment risk
The company's goodwill balance on September 30, 2021 was 249 million yuan. The project is expected to form a large goodwill. The cumulative overall goodwill balance will increase significantly and account for an increase in the company's net assets attributable to the parent company. There are risks of M & A integration and goodwill impairment.
(4) Risk of fund raising and decline of shareholders' income
The bank financing required for the purchase of the subject matter of the transaction has the risk that the fund raising fails to meet the expectation or the financing cost increases; And the target company's rate of return can not cover the new financing costs, resulting in the risk of decline in earnings per share.
(5) Insufficient talent training, introduction and loss risk
2. The agreement signed this time is only an intentional agreement. The final proportion of equity acquired, the counterparty and the transaction price are determined by the transaction parties through negotiation, and there is a significant risk of uncertainty; This transaction is still in the planning stage, and necessary internal and external decision-making and approval procedures need to be performed. There is a risk of failing to pass such decision-making and approval procedures.
3. The company plans to pay a deposit of RMB 100 million to the shareholders of Tangren pharmaceutical. According to the intention agreement, if the transaction cannot be reached due to the company's reasons, there is a risk that the paid deposit will not be returned and the company will bear the liability for breach of contract.
4. The subsequent performance of the transaction and the project has the risk of uncertainty caused by the adjustment of relevant national, industrial and industrial policies; There is uncertainty risk in the antitrust declaration and review of this transaction.
The company is expected to disclose the restructuring plan of this transaction within four months.
1、 Transaction overview
On February 28, 2022, the company signed the equity acquisition intention agreement with Wang Guanjue, Zhao Ming, Wang Chengju, Zhao Liang, Zhao Chaochao, Tangshan Lubei District Jiaren enterprise management consulting service center (limited partnership) and Tangren pharmaceutical. The parties reached a preliminary intention on the company's cash transfer of 80% - 100% equity of Tangren pharmaceutical held by the shareholders of Tangren pharmaceutical after the reorganization, After the transaction is completed, the company will control the target company. The proportion of equity to be finally acquired, the counterparty and the transaction price shall be determined by the parties to the transaction through negotiation. The above matters have been deliberated and adopted at the 14th meeting of the 5th board of directors of the company.
The counterparty has no affiliated relationship with the company, the controlling shareholder and the actual controller of the company, and is not expected to constitute a connected transaction. According to the preliminary calculation, this transaction may constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies. The company will hire relevant intermediaries such as independent financial advisers, legal advisers, audit institutions and evaluation institutions to carry out relevant work as soon as possible in accordance with the relevant provisions of the CSRC and Shanghai Stock Exchange. At the stage when the parties to the transaction agree on a formal agreement, the company will perform necessary decision-making and approval procedures in accordance with relevant laws, regulations and the articles of association, and submit matters related to major asset restructuring to the board of directors and the general meeting of shareholders for deliberation.
In accordance with the principle of "prudent suspension and phased disclosure" in the rules on suspension and resumption of trading of shares of listed companies issued by China Securities Regulatory Commission and the self regulatory guidelines for listed companies of Shanghai Stock Exchange No. 4 - suspension and resumption of trading, the trading of shares of the company will not be suspended. Timely disclose the information in accordance with the provisions of the articles of association and relevant laws and regulations.
2、 Basic information of counterparty
This transaction is still in the planning stage. At present, the preliminarily determined counterparties are Wang Guanjue, Zhao Ming, Wang Chengju, Zhao Liang, Zhao Chaochao and Tangshan Lubei District Jiaren enterprise management consulting service center (limited partnership). The final counterparties are the shareholders of restructured Tangren medicine, which remains to be further negotiated and determined by all parties.
1, Wang Guanjue, male, born in 1971, China nationality, ID number: 13020319710727, residence in Tangshan City Road North District of Hebei province .
2, Zhao Ming, female, born in 1970, China nationality, ID number: 13020319700815, residence in Tangshan City Road North District of Hebei province .
3, Wang Chengju, female, born in 1949, China nationality, ID number: 13022619490819, residence is Qinhuangdao, Hebei province .
4, Zhao Liang, male, born in 1968, China nationality, ID number: 13022619680226, residence in Qinhuangdao, Hebei province .
5, Zhao Chaoyue, male, born in 1990, China nationality, ID number: 13028319900117, residence in Qinhuangdao, Hebei province .
6. Tangshan Lubei District Jiaren enterprise management consulting service center (limited partnership)
Nature of enterprise: limited partnership
Registered address: ZIWEIXING guild hall, Lubei District, Tangshan City, Hebei Province (1-1303, No. 42, Xueyuan Road)
Executive partner: Wang Guanjue
Registered capital: 1.8 million yuan
Main business: enterprise management consulting services, design, production, release and agency of all kinds of advertisements in China (for projects that need to be approved according to law, business activities can be carried out only with the approval of relevant departments)
The final counterparty shall be disclosed after being determined.
3、 Basic information of transaction object
1. Tangren pharmaceutical is committed to the development of pharmaceutical chain retail business. After years of operation, it has formed a high brand influence in Hebei and Liaoning Province, with about 660 Direct stores. The stores of Tang people's medicine in Hebei Province are distributed in Tangshan and Qinhuangdao. It is the chain drugstore with the largest business scale in the two regions. The stores in Liaoning Province are distributed in Huludao, Benxi, Jinzhou, Yingkou, Dandong and Shenyang. According to the list of top 100 chain drugstores in China released by Zhongkang information, Tangren medicine ranked 34th in the industry in 20202021.
2. Company name: Hebei Tangren Pharmaceutical Co., Ltd
Enterprise type: joint stock limited company (unlisted, natural person investment or holding)
Registered address: No. 14011407, phase II, ZIWEIXING guild hall, No. 42, Xueyuan Road, Lubei District, Tangshan
Legal representative: Wang Guanjue
Unified social credit Code: 911302007484591103
Date of establishment: April 1, 2003
Business scope: retail of Chinese patent medicine, chemical medicine preparations, antibiotic preparations, biochemical drugs, biological products and prepared pieces of traditional Chinese medicine; Sales of prepackaged food (including refrigerated and frozen food), bulk food (including refrigerated and frozen food), special food (sales of formula food for special medical purposes) (sales of infant formula milk powder) (sales of other infant formula food) (sales of health food); Health consultation; Ordinary freight, special transportation of goods (refrigerated and fresh-keeping); Conference services (China only); Market Research; House leasing; Value added telecom business operation; Wholesale and retail of medical devices (class I, II and III), daily necessities, cosmetics, edible Shenzhen Agricultural Products Group Co.Ltd(000061) , disinfection products, sports equipment, household appliances, dry and fresh fruits, vegetables, meat, poultry, eggs and aquatic products (the above operations are limited to online and physical stores); Conference and exhibition services. Limited branch operations: clinic services (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
3. Ownership structure:
Number of contribution (name of shareholder) / proportion of contribution (%)
1 Wang Guanjue 4441666831.90%
2 Zhao Ming 4441666831.90%
3 Wang Chengju 2220976615.95%
4 Zhao Liang 111090157.97%
5 Zhao Chaochao 111052037.97%
Tangshan Lubei District Jiaren enterprise management consulting service center
6 6,000000 4.31%
(limited partnership)
Total 139257320100.00%
4. The target company of this transaction is Hebei Tangren Pharmaceutical Co., Ltd. after restructuring, and the specific restructuring plan remains to be determined.
5. Main financial indicators: to be disclosed after the audit and evaluation results are issued.
4、 Main contents of transaction contract or agreement
(I) agreement subject
Party A: Yunnan Jianzhijia Health-Chain Co.Ltd(605266) .
Party B: Wang Guanjue, Zhao Ming, Wang Chengju, Zhao Liang, Zhao Chaochao, Tangshan Lubei District Jiaren enterprise management consulting service center (limited partnership)
Party C: Hebei Tangren Pharmaceutical Co., Ltd
(II) main contents
1. The subject company and the subject of the transaction, as well as the principled agreement on the reorganization arrangement
Party C intends to carry out the reorganization work, and Party C's reorganization plan shall be notified to Party A in advance before implementation. The target company of this equity acquisition intention is Party C after reorganization.
Party A intends to purchase 80% - 100% of the equity of the target company held by the shareholders of the target company by paying cash, that is, the transaction target.
The final counterparty of this transaction, the proportion of equity purchased, the transaction price and other relevant transaction conditions shall be determined by the transaction parties through negotiation and clearly agreed in the formal equity transaction agreement.
After the signing of this agreement, Party A will hire relevant intermediaries to conduct comprehensive due diligence, audit and asset evaluation on Party C.
2. Trading scheme and price
The parties agree that this transaction takes December 31, 2021 as the audit evaluation base date, and the transaction price in the whole process of this transaction is finally determined by the parties in the formal equity transaction agreement based on the evaluation results determined in the evaluation report issued by the evaluation agency hired by Party A and in combination with the due diligence conclusions of Party A and the intermediary agency hired by Party A.
3. Exclusive period
This agreement makes an exclusive agreement. Within 90 days from the date of signing this agreement, Party B and Party C shall not negotiate with a third party on the disposal of the transaction object, negotiate the same and similar transactions, or sign similar agreements, except for the reorganization of the target company in accordance with this agreement.
4. Deposit and other important agreements
(1) Within 5 working days after signing this agreement, Party A shall pay Party B a deposit of RMB 100 million. (2) When the formal equity transaction agreement takes effect and Party A pays the first phase of the transaction price to the counterparty at that time, all parties agree that the deposit will be automatically converted into the transaction price of the corresponding amount paid to the counterparty. (3) Other important agreements
a. If Party B and / or Party C violate the exclusive period of this agreement or seriously violate other agreements, resulting in the failure to achieve the purpose of this transaction, Party A has the right to require Party B to return double the deposit.
b. If the regulatory authority involved in this transaction raises an objection to this transaction, which leads to the termination of this transaction, the failure of the board of directors or the general meeting of shareholders of Party A to approve or pass the proposal for the acquisition of the equity of the target company, the inability to continue the transaction due to force majeure or the adjustment of policies and regulations, or the occurrence of other reasons for Party B and Party C as agreed in the agreement, Party A may require the return of the deposit;
c. Party B and / or Party C may withhold the deposit in case of any circumstance caused by Party A as agreed in the agreement;
d. One party violates the agreement and abides by it
