Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) about purchasing trademark assets
Special description on the realization of profit forecast in 2021
In accordance with the relevant provisions of the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Pharmaceutical Group Co., Ltd. (hereinafter referred to as “the company”) has prepared the special description of Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) on the realization of profit forecast for the purchase of trademark assets in 2021.
1、 Basic information of trademark assets purchased this time:
The company’s purchase of trademark assets includes: the company’s transfer of a total of 420 trademark exclusive rights approved for registration and still under application for registration owned by Guangzhou Pharmaceutical Group Co., Ltd. (hereinafter referred to as “Guangzhou Pharmaceutical Group”), mainly including 14 basic trademarks and 406 defensive trademarks, collectively referred to as “Wang Laoji” series trademarks, Through the appraisal of the 420 exclusive rights of “Wanglaoji” series held by Guangzhou Pharmaceutical Group by Zoomlion international appraisal and Consulting Co., Ltd. (hereinafter referred to as “Zoomlion international”) as of the benchmark date of June 30, 2018, the subject matter appraisal value is RMB 1389122631. Based on the above appraisal value and through negotiation between the parties, The transaction price of 420 exclusive trademark rights of “Wang Laoji” series is 1389122631 yuan (excluding value-added tax), and the value-added tax is currently estimated to be 83347358 yuan (the final amount is subject to the special VAT invoice issued at that time).
2、 Progress of the plan for purchasing trademark assets this time
The company and Guangzhou Pharmaceutical Group signed the asset delivery confirmation on the transfer of “Wang Laoji” series trademarks on April 30, 2019. As confirmed by both parties, the transaction takes the evaluation value of the subject asset on June 30, 2018 as the evaluation base date as the consideration, and the transaction price is RMB 1389122631 (excluding value-added tax). As two applications for the registration of defensive trademarks have been rejected as of the date of issuance of the aforesaid confirmation, according to the agreement between Guangzhou Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) Pharmaceutical Group Co., Ltd. and Guangzhou Pharmaceutical Group Co., Ltd. on the purchase of trademarks in cash, the corresponding evaluation value of these trademarks is deducted from the transaction price, and the transaction price is adjusted to RMB 138919631 (excluding value-added tax). The underlying assets involved in this transaction have been delivered in accordance with the agreement, and the company has paid the transaction price to Guangyao group in full at one time in accordance with the agreement. The company obtains the underlying assets in accordance with the law.
As of December 31, 2021, the company has submitted the application documents for the change of Wanglaoji series trademarks to the intellectual property departments at home and abroad, of which 14 Chinese basic trademarks, 339 Chinese defensive trademarks, 29 overseas single country registered defensive trademarks and 2 Madri registered defensive trademarks have been changed, and 34 overseas single country registered defensive trademarks are still pending approval.
3、 Profit forecast and Realization of trademark assets (I) promise of profit forecast of trademark assets
According to the requirements of the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, “If a listed company evaluates the assets to be purchased by using the discounted cash flow method, hypothetical development method and other valuation methods based on the expectation of future income as the basis for pricing, it shall disclose the difference between the actual profit and the profit forecast of the relevant assets in the annual report for three consecutive years after the implementation of the related party transaction, and the accounting firm shall issue a special audit opinion. The company shall discuss the actual profit of the relevant assets with the related parties If the international profit is less than the profit forecast, a clear and feasible compensation agreement shall be signed. ” Accordingly, the company signed the performance compensation agreement between Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) and Guangzhou Pharmaceutical Group Co., Ltd. (hereinafter referred to as the “compensation agreement”) with Guangzhou Pharmaceutical Group, and agreed on the profit forecast compensation involved in this transaction.
The main contents of the compensation agreement are as follows:
1. Calculation benchmark of profit compensation
The predicted net income of trademark assets is based on the assets appraisal report of the proposed transfer of trademarks by Guangzhou Pharmaceutical Group Co., Ltd. involving 420 trademark exclusive rights owned by Guangzhou Pharmaceutical Group Co., Ltd. (hereinafter referred to as the “appraisal report”) issued by Zoomlion international on December 27, 2018, and confirmed by the company and Guangzhou Pharmaceutical Group, The predicted net income of trademark assets in the next three years is as follows:
(unit: 10000 yuan)
Project 20192020 2021
Net income from trademark assets 152871626517145
On August 18, 2021, the company and Guangzhou Pharmaceutical Group signed the supplementary agreement on performance compensation agreement (“supplementary agreement”). Affected by the epidemic of New Coronavirus pneumonia (COVID-19 epidemic), Guangyao group, after consulting with the company, intends to adjust the performance commitment period from 2019, 2020 and 2021 to 2019, 2021 and 2022, and the performance promised value in the performance commitment period is postponed, that is, the net income commitments for the 2019, 2021 and 2022 years are as follows:
(unit: 10000 yuan)
Project 20192021 2022
Net income from trademark assets 152871626517145
2. Method and amount of profit compensation
After the completion of this transaction, the company will hire an accounting firm with securities and futures qualification recognized by all parties after the expiration of each accounting year of the performance commitment period to issue a special audit report on the realization of the promised net income of trademark related products assessed by the income method, Audit and confirm the net income of trademark license realized every year during the performance commitment period of trademark related products evaluated by income method.
After the issuance of the special audit report in the last year of the performance commitment period, if the total accumulated net income of relevant trademark license by the end of the performance commitment period is not less than the three-year accumulated net income of promised trademark license, Guangyao group does not need to compensate the company.
If the cumulative realized net income from trademark licensing fails to reach the three-year cumulative committed net income from trademark licensing at the expiration of the performance commitment period, Guangzhou Pharmaceutical Group shall make cash compensation to the company in the following manner:
Total amount of cash to be compensated = (net income from trademark licensing in the cumulative commitment year assessed by the income method in the performance commitment period – net income from trademark licensing in the cumulative actual year assessed by the income method in the performance commitment period) ÷ net income from trademark licensing in the cumulative commitment year assessed by the income method in the performance commitment period × The transaction price corresponding to the trademark is evaluated by the transaction income method
The total amount of cash to be compensated by Guangzhou Pharmaceutical Group shall not exceed the transaction price obtained by evaluating the trademark with the income method in this transaction. At the same time, considering that the impairment expectation of the trademark to be traded is low, the subject assets will not be tested for impairment when the performance commitment period expires.
If Guangzhou Pharmaceutical Group needs to make cash compensation to the company according to the agreement, within 30 working days after the issuance of the special audit report in the year when the performance commitment period expires, the company shall hold a meeting of the board of directors to determine the compensation amount according to the calculation method agreed in the compensation agreement, and send a written notice to Guangzhou Pharmaceutical Group on its compensation obligations, Guangyao group must remit the compensation amount in cash to the account designated by the company within 30 days from the date of receiving the above written notice
（2） Profit forecast and Realization of trademark assets in 2021
According to the requirements of the guidelines for the implementation of related party transactions of listed companies on Shanghai Stock Exchange, “If a listed company evaluates the assets to be purchased by using the discounted cash flow method, hypothetical development method and other valuation methods based on the expectation of future income as the basis for pricing, it shall disclose the difference between the actual profit and the profit forecast of the relevant assets in the annual report for three consecutive years after the implementation of the related party transaction, and the accounting firm shall issue a special audit opinion. The company shall discuss the actual profit of the relevant assets with the related parties If the international profit is less than the profit forecast, a clear and feasible compensation agreement shall be signed. “
1. Profit forecast and Realization of trademark assets in 2021
In the appraisal report issued by Zoomlion international on December 27, 2018, when the trademark assets are evaluated by the income method, the predicted net income in 2020 is 162.65 million yuan. The supplementary agreement adjusts the performance commitment period from 2020 to 2021.
According to the trademark use rate, enterprise income tax, tax and surcharges used in the appraisal report, the actual net income of trademark assets in 2021 is 167.83 million yuan.
Unit: RMB 10000
Completion rate of actual variance of project forecast
Net income from trademark assets 1626516783 518103.18%
（3） Conclusion
As of December 31, 2021, the profit forecast of purchasing trademark assets in 2021 has been realized.
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) March 18, 2002
