Securities code: 002513 securities abbreviation: Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) Announcement No.: 2022-005 Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513)
With regard to the announcement on adjusting the payment time of the remaining equity transfer payment for the sale of Fangzhou pharmaceutical, the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.
1、 Transaction overview
It was deliberated and adopted at the 9th meeting of the 5th board of directors, the 8th meeting of the 5th board of supervisors and the first extraordinary general meeting of shareholders in 2020 by Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) (hereinafter referred to as “the company” and “party a”), The company and Beijing Jikang Ruisheng Health Technology Co., Ltd. (hereinafter referred to as “Jikang Ruisheng”, “Party B”, formerly known as “Beijing Zhongyu Diaolong Medical Information Technology Co., Ltd.) signed the equity transfer agreement between Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) and Beijing Zhongyu Diaolong Medical Information Technology Co., Ltd. on Shaanxi Fangzhou Pharmaceutical Co., Ltd. (hereinafter referred to as the equity transfer agreement), It is agreed to transfer 100% of the equity of Shaanxi Fangzhou Pharmaceutical Co., Ltd. (hereinafter referred to as “Fangzhou pharmaceutical”) held by the company to Jikang Ruisheng. The company has disclosed relevant matters on December 5, 2020 and December 22, 2020.
2、 Transaction progress
1. On December 7 and December 8, 2020, the company received the first phase transfer payment paid by Jikang Ruisheng according to the equity transfer agreement, totaling RMB 100 million; On December 10, December 28, December 29 and December 30, 2020, Jikang Ruisheng received remittances of 40 million yuan, 50 million yuan, 40 million yuan and 20 million yuan respectively. By December 31, 2020, Jikang Ruisheng received a total of 150 million yuan of the second phase transfer payment paid by Jikang Ruisheng according to the equity transfer agreement. The company has Relevant matters were disclosed on January 4, 2021. Up to now, Jikang Ruisheng has paid a total of RMB 250 million for phase I and phase II equity transfer to the company in accordance with the agreement, but has not paid RMB 200 million for phase III equity transfer to the company before December 31, 2021 in accordance with the equity transfer agreement.
2. In view of the above situation, the company sent a reminder letter to Jikang Ruisheng on November 22, 2021 to urge it to fulfill its payment obligations on schedule. On December 1, 2021, the company received the reply letter on reminder letter sent by Jikang Ruisheng. Jikang Ruisheng said that it was under great repayment pressure due to various factors, Unable to pay the third phase of equity transfer in time in accordance with the equity transfer agreement. After receiving the reply, the management of the company attached great importance to it and carried out many reminders, consultations and communications. Jikang Ruisheng said that after the acquisition of Fangzhou pharmaceutical, in order to fulfill relevant commitments, Jikang Ruisheng has used its own funds to repay the arrears of 25.3 million yuan to the company for Fangzhou pharmaceutical and 26 million yuan of bank loan for Fangzhou pharmaceutical, The corresponding guarantee measures provided by the company to Fangzhou pharmaceutical were relieved. At the same time, affected by the market environment and epidemic situation, the performance of Fangzhou pharmaceutical and Jikang Ruisheng fell sharply, the progress of accounts receivable collection was slow, the cash flow was tight, and they were unable to complete the payment obligation within the agreed period. In order to ensure the smooth sale of assets and recover the remaining equity transfer funds, the company plans to sign the supplementary agreement to the equity transfer agreement with Jikang Ruisheng on the payment scheme of the remaining equity transfer funds through friendly negotiation between both parties.
3、 Main contents of supplementary agreement
(i) Payment of remaining equity transfer price
1.1 both parties agree that, “The remaining amount shall be paid before December 31, 2021” as agreed in article 2.2 of the original equity transfer agreement is changed to “Jikang Ruisheng will pay the remaining equity transfer amount of 200 million yuan in three times, including 60 million yuan before March 31, 2022, 60 million yuan before December 31, 2022 and 80 million yuan before December 31, 2023.” That is, the remaining equity transfer amount of RMB 200 million shall be paid before December 31, 2023. 1.2 due to its failure to pay the equity transfer payment as scheduled in the original equity transfer agreement, Jikang Ruisheng agrees to pay the company the capital occupation fee at the annual interest rate of 5% of the unpaid amount from January 1, 2022, that is, the capital occupation fee = (RMB 200 million – actual paid amount) × （5%÷360） × (actual capital occupation days of Jikang Ruisheng calculated from January 1, 2022)
（2） Guarantee measures
2.1 Jikang Ruisheng promises to pledge its 45% equity of Fangzhou pharmaceutical to the company to guarantee its timely performance of the above payment obligations. Jikang Ruisheng promises to go through the pledge registration formalities at the relevant registration authority within five days after the above agreement takes effect, and the pledge registration documents shall be kept by the company.
2.2 Jikang Ruisheng, its controlling shareholder and actual controller shall bear unlimited joint and several liability guarantee for the equity transfer payment and capital occupation fee.
（3） Liability for breach of contract
3.1 after the signing of this supplementary agreement, except for force majeure, if Party B fails to perform its payment obligations under this supplementary agreement, it shall be deemed as breach of contract. The breaching party shall continue to perform its obligations, take remedial measures or pay full and sufficient compensation to Party A in accordance with the requirements of this supplementary agreement. The above compensation includes compensation for direct and indirect losses, but shall not exceed the possible losses caused by the breach of this supplementary agreement when the party in breach of this supplementary agreement entered into the agreement.
3.2 after the signing of this supplementary agreement, if Party B fails to pay the remaining equity transfer and capital occupation fee to Party A in full and in time in accordance with this supplementary agreement, Party B shall pay overdue interest to Party A at 0.04% of the unpaid amount payable for each overdue day.
4、 Impact on the company and risk tips
Considering the actual situation of the counterparty and the current market environment, the company signed a supplementary agreement to adjust the payment arrangement and term, and added guarantee terms and agreed terms on capital occupation fee, which can not only ensure the smooth sale of assets, but also promote the counterparty to actively perform the agreement and protect the legitimate rights and interests of the company, Safeguard the interests of all shareholders of the company.
Although the parties have adjusted the payment arrangement and term in the supplementary agreement and added guarantee terms, there is still a risk of uncertainty whether Jikang Ruisheng can pay the equity transfer payment in full and on time. The company will urge Jikang Ruisheng to continue to perform its obligations under relevant agreements and take necessary measures in due time to safeguard the legitimate rights and interests of the company according to law.
5、 Documents for future reference
1. Resolutions of the 8th meeting of the 6th board of directors of the company;
2. Independent opinions of independent directors on matters related to the eighth meeting of the sixth board of directors;
3. Supplementary agreement between Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) and Beijing Jikang Ruisheng Health Technology Co., Ltd. on the equity transfer agreement of Shaanxi Fangzhou Pharmaceutical Co., Ltd
Jiangsu Lanfeng Bio-Chemical Co.Ltd(002513) board of directors December 31, 2021
