Securities code: 000950 securities abbreviation: C.Q.Pharmaceutical Holding Co.Ltd(000950) Announcement No.: 2022-001 C.Q.Pharmaceutical Holding Co.Ltd(000950)
Announcement on capital increase of holding subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
In order to optimize the asset liability structure of Chongqing pharmaceutical (Group) Co., Ltd. (“Chongqing pharmaceutical Co., Ltd.”), a holding subsidiary of C.Q.Pharmaceutical Holding Co.Ltd(000950) (hereinafter referred to as “the company”, “listed company” ” C.Q.Pharmaceutical Holding Co.Ltd(000950) “), further enhance the capital strength, promote the rapid development of business and ensure the realization of strategic objectives, the company invested 400 million yuan in cash to increase its capital. After the capital increase is completed, The total share capital of Chongqing pharmaceutical Co., Ltd. became 470612779 yuan, and the shareholding ratio of C.Q.Pharmaceutical Holding Co.Ltd(000950) became 99.95%.
This transaction does not constitute a connected transaction, nor does it constitute a major asset reorganization as stipulated in the administrative measures for major asset reorganization of listed companies. According to the relevant provisions of the articles of association, this transaction has been deliberated and approved by the board of directors and the general meeting of shareholders of Chongqing pharmaceutical Co., Ltd. and does not need to be submitted to the board of directors and the general meeting of shareholders of the listed company for deliberation and approval. The relevant matters are hereby announced as follows:
1、 Basic information of capital increase target
1. Name: Chongqing pharmaceutical (Group) Co., Ltd
2. Unified social credit Code: 915000002028293351
3. Type: Co., Ltd
4. Address: No. 128, Minzu Road, Yuzhong District, Chongqing
5. Legal representative: Liu Shaoyun
6. Registered capital: 4498371930 yuan
7. Business scope: licensed projects: Class II value-added telecommunications services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: Wholesale chemical raw materials and preparations, antibiotic raw materials and preparations, biochemical drugs, Chinese patent medicines, Chinese medicinal materials, Chinese herbal pieces, biological products, class II psychotropic drugs, protein assimilation preparations, peptide hormones, class I, II and III medical devices (operated according to the items approved by the license), general freight transportation and dangerous goods transportation (Class 3) Transportation of dangerous goods (Class 8), special transportation of goods (refrigeration and preservation) (excluding highly toxic chemicals in the above cargo transportation projects), wholesale of prepackaged food, dairy products (including infant formula milk powder) and health food, and sales of formula food for special medical purposes. (the following business scope is limited to branches) wholesale of narcotic drugs, class I psychotropic drugs (national wholesale), in vitro diagnostic reagents, retail of prepackaged food, accommodation, production and sales of Chinese food (excluding cold dishes, raw seafood and cold and hot drinks). Sales of general merchandise, hardware, electrical, chemical products (excluding dangerous chemicals), knitwear and textiles, motorcycles and parts, general machinery, electrical machinery and equipment, wood, computers, daily chemicals, cosmetics, disinfection supplies, warehousing (excluding dangerous goods storage), business information services, garment manufacturing, import and export of goods and technology, import and export agency, Marketing planning, conference and exhibition services, information consulting services (excluding licensing information consulting services), technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
8. Main financial indicators
As of December 31, 2020, the audited total assets of heavy Pharmaceutical Co., Ltd. were RMB 41.533 billion, the net assets were RMB 9.019 billion, and the asset liability ratio was 78.28%; As of September 30, 2021, the asset liability ratio was 79.38%. From January to September 2021, the operating revenue was 46.219 billion yuan, with a year-on-year increase of 51.96%. With the rapid growth of sales revenue, it brought a large demand for working capital.
9. Heavy Pharmaceutical Co., Ltd. is not a dishonest executee.
2、 Capital increase plan
(i) Capital increase plan
The capital increase is made by C.Q.Pharmaceutical Holding Co.Ltd(000950) unilaterally increasing the capital of heavy Pharmaceutical Co., Ltd. by 400 million yuan. The capital increase price is based on the asset appraisal report issued by Chongqing Huakang asset appraisal Land Real Estate Appraisal Co., Ltd. on the base date of December 31, 2020. The net assets per share calculated according to the appraisal value of 8660.881 million yuan is 19.25 yuan, and the corresponding increase of 400 million yuan can be 20775586 million shares, The total share capital of Chongqing pharmaceutical Co., Ltd. became 470612779 yuan, and the shareholding ratio of C.Q.Pharmaceutical Holding Co.Ltd(000950) after the capital increase was completed became 99.95%.
Shareholders and equity structure before and after capital increase are as follows:
Name of shareholder before and after capital increase
Contribution (RMB 10000) shareholding ratio contribution (RMB 10000) shareholding ratio
C.Q.Pharmaceutical Holding Co.Ltd(000950) 44958.709399.94%47036.267999.95%
Chengdu No.1 pharmaceutical factory 30.01%
Shenyang Pharmaceutical Co., Ltd. 30.01%
Other shareholders 19.010.04%
Total 44983.7193100.00% 47061.2779100.00%
（2） Source of capital increase
The capital source of this capital increase is C.Q.Pharmaceutical Holding Co.Ltd(000950) self owned capital.
（3） Fund purpose and contribution plan
After receiving the capital increase fund, the heavy Pharmaceutical Co., Ltd. is proposed to be used for daily operation.
（4） Governance structure
The governance structure of Chongqing pharmaceutical Co., Ltd. remained unchanged before and after the capital increase.
3、 Main contents of the capital increase agreement
Party A: C.Q.Pharmaceutical Holding Co.Ltd(000950)
Party B: Chongqing pharmaceutical (Group) Co., Ltd
(i) Capital and share increase plan
1. After negotiation between the two parties, the capital increase price is 19.25 yuan of net assets per share calculated by the assessed value of 8660.881 million yuan.
2. Party B agrees that Party A shall subscribe 20775586 new shares (registered capital) of Party B this time. 3. Party A contributes 400 million yuan in cash to subscribe for Party B’s newly increased registered capital of 20775586 yuan. 4. After the capital increase, the registered capital of Party B will increase to 470612779 yuan. Party A contributed 470362679 yuan, holding 99.95%.
5. After this capital increase and share expansion, Party B’s management structure will remain unchanged.
6. Party A and Party B agree to modify Party B’s articles of association accordingly according to the contents of this Agreement and register the change with the company registration authority.
（2） Conditions for entry into force of the agreement
1. This Agreement shall be signed by both parties with official seals of the company.
2. Since Party A and Party B are state-owned holding enterprises in Chongqing, the matters described in this agreement need to be approved in writing by the superior management department of Party A.
This Agreement shall come into force after the above two conditions are met. If the above two conditions are not met, this agreement will not take effect and each party will not hold each other accountable.
4、 Review procedures performed
1. The capital increase has been deliberated and approved by the board of directors and the general meeting of shareholders of Chongqing pharmaceutical Co., Ltd;
2. The capital increase has been deliberated and approved by the C.Q.Pharmaceutical Holding Co.Ltd(000950) Party committee and the president’s office meeting;
3. The investment plan for this capital increase has been approved by Chongqing state owned assets supervision and Administration Commission; 4. The capital increase has been approved by the superior unit.
5、 Progress
Recently, Chongqing pharmaceutical Co., Ltd. has completed the industrial and commercial registration procedures for capital increase and obtained the business license renewed by Chongqing market supervision and Administration Bureau. The changed registration information is as follows:
1. Name: Chongqing pharmaceutical (Group) Co., Ltd
2. Unified social credit Code: 915000002028293351
3. Type: Co., Ltd
4. Address: No. 128, Minzu Road, Yuzhong District, Chongqing
5. Legal representative: Liu Shaoyun
6. Registered capital: four hundred and seventy million six hundred and twelve thousand seven hundred and seventy-nine yuan only
7. Date of establishment: April 28, 1997
8. Business term: April 28, 1997 to permanent
9. Business scope: licensed projects: Class II value-added telecommunications services (for projects that must be approved according to law, business activities can be carried out only after being approved by relevant departments. The specific business projects shall be subject to the approval documents or licenses of relevant departments)
General items: Wholesale chemical raw materials and preparations, antibiotic raw materials and preparations, biochemical drugs, Chinese patent medicines, Chinese medicinal materials, Chinese herbal pieces, biological products, class II psychotropic drugs, protein assimilation preparations, peptide hormones, class I, II and III medical devices (operated according to the items approved by the license), general freight transportation and dangerous goods transportation (Class 3) Transportation of dangerous goods (Class 8), special transportation of goods (refrigeration and preservation) (excluding highly toxic chemicals in the above cargo transportation projects), wholesale and sales of prepackaged food, dairy products (including infant formula milk powder), health food and formula food for special medical purposes. (the following business scope is limited to branches) wholesale of narcotic drugs, class I psychotropic drugs (national wholesale), in vitro diagnostic reagents, retail of prepackaged food, accommodation, production and sales of Chinese food (excluding cold dishes, raw seafood and cold and hot drinks). Sales of department stores, hardware, electrical, chemical products (excluding dangerous chemicals), knitwear and textiles, motorcycles and parts, general machinery, electrical machinery and equipment, wood, computers, daily chemicals, cosmetics, disinfection supplies, warehousing (excluding dangerous goods storage), business information services, garment manufacturing, import and export of goods and technology, import and export agency. Marketing planning, conference and exhibition services, information consulting services (excluding licensing information consulting services), technical services, technology development, technology consulting, technology exchange, technology transfer and technology promotion (except for projects subject to approval according to law, business activities shall be carried out independently according to law with business license)
6、 Purpose of this transaction and its impact on the company
This capital increase will help improve the asset liability structure of Chongqing Heavy Pharmaceutical Co., Ltd., improve the profitability and market competitiveness of the enterprise, so as to meet the needs of business development, continuously and steadily improve business advantages and ensure the realization of strategic objectives. After the capital increase, the scope of the company’s consolidated statements has not changed. This capital increase will not have a significant impact on the normal operation, future financial status and operating results of the company, nor will it damage the interests of the company and shareholders. It is hereby announced
C.Q.Pharmaceutical Holding Co.Ltd(000950) board of directors January 7, 2022
