Securities code: Guangdonghectechnologyholdingco.Ltd(600673) securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) No.: Lin 202224 bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
Announcement on the purchase of equity and related party transactions
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. 1、 Overview of related party transactions
The sale of major assets held by Changjiang Pharmaceutical Co., Ltd. (hereinafter referred to as “Yichang Pharmaceutical Co., Ltd.” , The controlling shareholder of the company, Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. (hereinafter referred to as “Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry” or “controlling shareholder”) issued a commitment on the consideration of protecting the interests of the listed company and renewing the relevant arrangements of its commitment change in March 2021, Give the company the right to purchase the corresponding equity of Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd. (hereinafter referred to as “Guangyao” or “target company”) from it and / or its designated third party in the future (for details, see the report on Guangdonghectechnologyholdingco.Ltd(600673) major asset sales and related party transactions (Draft) (Revised) issued by the company on December 11, 2021). Accordingly, the company intends to exercise the relevant rights to purchase the registered capital of Guangyao 14251331 yuan (hereinafter referred to as the “target equity”) held by Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry with RMB 910171800, accounting for 5.0966% of the equity of Guangyao.
The counterparty of this transaction is the controlling shareholder of the company. According to the provisions of the stock listing rules of Shanghai Stock Exchange, this transaction constitutes a connected transaction.
As the total amount involved in this transaction exceeds 30 million yuan and reaches more than 5% of the absolute value of the company’s latest audited net assets, the above transaction needs to be submitted to the general meeting of shareholders for deliberation in accordance with the relevant provisions of the rules for listing of shares on Shanghai Stock Exchange and the rules of procedure of the general meeting of shareholders.
2、 Introduction to related parties
Name: Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd
Registered capital: 1096 million yuan
Registered address: building e25, Zone E, Oriental Garden, Oct, Nanshan District, Shenzhen
Legal representative: Zhang yushuai
Date of establishment: January 27, 1997
Business scope: general business items are: investment and establishment of industries (specific items will be reported separately); China trade; Operate import and export business. (except for the items that must be approved before registration as stipulated in the above laws, administrative regulations and decisions of the State Council, the restricted items can be operated only after obtaining permission)
Actual controllers: Mr. Zhang yushuai and Ms. Guo Meilan
Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry and the company maintain independence in terms of property rights, business, assets, creditor’s rights and debts, personnel, etc.
Main financial data: as of December 31, 2020, the audited total assets were 73317464000 yuan, the total liabilities were 47575480500 yuan, the net assets were 25741983500 yuan, the operating income was 23352481600 yuan and the net profit was 1102560400 yuan.
3、 Basic information of related party transactions
(I) subject matter of transaction
1. Subject matter of transaction
The subject matter of this transaction is the total registered capital of 14251331 yuan and all rights and interests corresponding to this part of equity held by Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry, accounting for 5.0966% of the equity of Guangyao.
2. Target company
Name: Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd
Legal representative: Zhang Yingjun
Registered capital: 279626765 yuan
Company nature: other limited liability companies
Address: No. 1, Gongye North Road, Songshanhu Park, Dongguan City, Guangdong Province
Business scope: production and sales of new dosage forms and products (small volume injections, tablets, capsules and granules) using new technologies such as sustained-release, controlled-release, targeting and transdermal absorption; R & D, production and sales of drugs and primary Shenzhen Agricultural Products Group Co.Ltd(000061) ; Import and export of goods and technology. (for projects subject to approval according to law, business activities can be carried out only after approval by relevant departments)
Top ten shareholders:
Sequence shareholder name subscribed capital contribution proportion No. (10000 yuan)
Yichang Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical R & D Co., Ltd. 952622 34.09%
2 Yichang Guangdonghectechnologyholdingco.Ltd(600673) Changjiang Pharmaceutical Co., Ltd. 277204 9.91%
3 Yidu shuaixinwei equity investment partnership (limited partnership) 197367 7.06%
Sequence shareholder name subscribed capital contribution proportion No. (10000 yuan)
4 Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. 190211 6.80%
5 Guangdonghectechnologyholdingco.Ltd(600673) Sheng enterprise management partnership (limited partnership) 876.69 3.14%
6 Guangdong advanced manufacturing industry investment fund partnership (limited partnership: 851.16 3.04%)
7 Yidu Yingfang equity investment partnership (limited partnership) 740.14 2.65%
8 Yidu fangwenwen equity investment partnership (limited partnership) 740.14 2.65%
9 China Cinda Asset Management Co., Ltd. 660.26 2.36%
Jiaxing Dongxing partnership investment (624.23%)
Main financial data: as of December 31, 2020, the audited total assets were 33329274 million yuan, the total liabilities were 4505267 million yuan, the net assets were -116959300 yuan, the operating income was 6869663 million yuan and the net profit was -4822062 million yuan.
As of October 31, 2021, the audited total assets are 39831623 million yuan and the total liabilities are
36778775 million yuan, 3052848 million yuan of net assets, 173852 million yuan of operating income and -7115965 million yuan of net profit.
3. Description of ownership status
The property rights of the target company are clear, the transaction target does not have mortgage, pledge and other restrictions on transfer, and does not involve judicial measures such as seizure and freezing.
(II) general principles and methods for price determination of related party transactions
1. Evaluation and pricing
The company engaged Fujian Lianhe Zhonghe assets appraisal land and Real Estate Appraisal Co., Ltd. (hereinafter referred to as “Lianhe Zhonghe”) who has completed the filing of securities service business to evaluate the subject assets of this transaction. According to the assets appraisal report no. 6020 (2022) of Lianhe Zhonghe pingbao Zi, Lianhe Zhonghe took October 31, 2021 as the appraisal benchmark, adopted the asset-based method, and took the appraisal results of the asset-based method as the appraisal conclusion. As of the benchmark date of appraisal, the book value of the total assets of Guangyao pharmaceutical was 4342667900 yuan, and the appraisal value was 214204101 yuan. The appraisal value increased by 17077742200 yuan compared with the book value, and the appreciation rate was 393.25%; The book value of total liabilities is 34473402 million yuan, and the assessed value is 30155994 million yuan. The assessed value is 4317408 million yuan lower than the assessed book value, with an impairment rate of 12.52%; The book value of total shareholders’ equity is 895327700 yuan, and the appraisal value is 18404810700 yuan. The appraisal value is 17509483000 yuan higher than the book value, and the appreciation rate is 195565%. See the summary of appraisal results for details:
Unit: 10000 yuan
Increase / decrease rate of project book value evaluation value% a B C = B-A d = C / A × 100%
1 current assets 3810534837874206 -231142 -0.61
2 non current assets 5321331176329895171008564321364
3 including: long-term equity investment 137.45-137.45-100.00
4 fixed assets 32952063750170454964 13.81
5 construction in progress 311159 —
6 right to use assets 1147033 —
7 intangible assets 15987817104359117088371310688382
8. Development expenditure 316368316368-100.00
9. Other non current assets 779.42 —
10. Total assets 43426679214204101170777422 393.25
11 current liabilities 3011864624993771 -5124875 -17.02
12 non current liabilities 43547565162223807467 18.54
13 total liabilities 3447340230155994 -4317408 -12.52
14. Net assets (owner’s equity) 8953277184048107175094830195565
After evaluation, the market value of the subject equity on the benchmark date of October 31, 2021 is
946073 million yuan.
According to the relevant commitments issued by Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry, the transaction price shall be based on the lower of the corresponding valuation of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical’s equity in Guangzhou Pharmaceutical (RMB 910171800) and the evaluation result of Guangzhou Pharmaceutical’s equity in the evaluation report issued by the evaluation institution in the sale of major assets (RMB 946073 million). After both parties refer to the previous valuation and this evaluation, Finally, the transaction amount is 910171800 yuan.
2. Description of the difference between the current appraisal conclusion and that of the previous major asset sale
The valuation value of the underlying equity at the time of the previous major asset restructuring (the valuation base date is July 31, 2021) is 9099774 million yuan, and the valuation value of this transaction is 946073 million yuan
The changes and reasons are as follows:
Unit: 10000 yuan
Reason for change of project amount
Previous valuation value 9101718-
Increase: change in net assets: 714.27 capital increase of Guangyao from July 31 to October 31, 2021
Caused by
The change in the evaluation value of new drug technology was 282786, which was caused by the appreciation of capital time value evaluation
Changes in other differences were caused by the appreciation of other assets by 41.42%
The current appraisal value is 9460073 yuan-
4、 Main contents and performance arrangements of related party transactions
