Application documents for Shandong Lukang Pharmaceutical Co.Ltd(600789) share allotment
Reply to relevant questions in the feedback
Shyhz (2022) No. 143 China Securities Regulatory Commission:
In accordance with the requirements of the notice of the CSRC on the first feedback on the examination of administrative licensing projects (No. 220234) (hereinafter referred to as the “feedback”), we have carefully verified the relevant matters of Shandong Lukang Pharmaceutical Co.Ltd(600789) (hereinafter referred to as “the company” or ” Shandong Lukang Pharmaceutical Co.Ltd(600789) ” or “the issuer”) mentioned in the feedback, and now the issues involved in the feedback are explained as follows:
Question 1:
The significant increase in the balance of the applicant’s investment real estate at the end of 2020 is mainly due to the company’s leasing of idle real estate.
The applicant is requested to add: (1) whether the reasons and basis for renting out the idle real estate and recognizing it as an investment real estate comply with the provisions of the accounting standards for business enterprises and whether it has commercial essence; (2) Whether the subsequent measurement mode of investment real estate complies with the provisions of accounting standards for business enterprises and is consistent with comparable companies.
Ask the accountant to give verification opinions. (question 10 of feedback)
reply:
1、 Whether the reasons and basis for renting out idle real estate and recognizing it as investment real estate comply with the provisions of accounting standards for business enterprises and have commercial essence
1. Reasons and basis for renting out idle real estate and recognizing it as investment real estate
The company’s investment real estate at the end of 2020 is the houses and buildings rented by all companies within the consolidation scope, including temporarily idle office buildings and warehouses, contracted staff restaurants, sewage pools and office buildings related to sewage treatment, etc. The details are as follows:
Monetary unit: RMB 10000
Lessor lessee reasons for leasing assets original value of assets net asset value on the lease start date
Shandong Lukang Pharmaceutical Co.Ltd(600789) Shandong Mingran real estate management building and improving assets to make the use efficiency of supporting facilities of Property Management Co., Ltd. 303704133924 on June 1, 2019
department
Shandong Lukang Pharmaceutical Co.Ltd(600789) Kong Qingzhen warehouse improves the asset utilization efficiency of 49.94 2.00 on March 6, 2019
Shandong Lukang Pharmaceutical Co.Ltd(600789) Jining Hengda catering preparation restaurant introduces professional service 2020-1-10 516.51 461.09 Management Co., Ltd. to improve management
Rational efficiency
Shandong Lukang Pharmaceutical Co.Ltd(600789) Zou Shandong CAITONG property raw material restaurant introduces professional services 2020-1-14107159 982.29 City Branch Management Co., Ltd. to improve management
Rational efficiency
Shandong Lukang Pharmaceutical Co.Ltd(600789) Zou Shandong Lukang neutralization sewage treatment phase introduction professional service 2020-7-1 297702287655 City Branch Environmental Protection Technology Co., Ltd. is related to housing construction and improve management
Company physical efficiency
Shandong Lukang health Shandong Lukang neutralization sewage treatment phase introduction professional service 2020-4-1 199089120370 material manufacturing Co., Ltd. Environmental Protection Technology Co., Ltd. is responsible for housing construction and improve management
Company physical efficiency
Qinghai dadiyao Shandong Lukang neutralization sewage treatment phase introduction professional service 2018-4-1 334.92 304.27 Environmental Protection Technology Co., Ltd. is responsible for housing construction and improving management
Company physical efficiency
Shandong Lukang health Shandong Lukang neutralization sewage treatment phase introduction professional service 2020-6-1 219092201245 pesticide Co., Ltd. Environmental Protection Technology Co., Ltd. closed the house construction business and improved the management
Physical efficiency of responsible company
Total 1216883918159
If the houses and buildings above the company are rented out, they shall be recognized as investment real estate from the lease start date. 2. Compliance with accounting standards for business enterprises
The scope of investment real estate defined in the accounting standards for Business Enterprises No. 3 – investment real estate includes: leased land use right, land use right held and ready to be transferred after appreciation, and leased buildings.
The company calculates the leased houses and buildings as investment real estate, which is in line with the provisions of the accounting standards for business enterprises. 3. Does it have commercial substance
The main reasons for the issuer to rent houses and buildings are as follows: first, after the company’s overall relocation from the city to the park, the business buildings and warehouses not within the relocation scope are temporarily idle, and the company rents them out in order to earn rent; Second, in order to improve the management efficiency, reduce the cost of human resources and improve the food quality of employees during work, the company leases logistics assets such as factory restaurants to professional catering service enterprises through bidding, which will provide professional and efficient catering services for the employees of the company; Third, in order to strengthen environmental protection and reduce the cost of environmental protection, the company leases the assets related to sewage treatment to Shandong Lukang Zhonghe Environmental Protection Technology Co., Ltd. with professional qualification, which provides professional sewage treatment services for the company.
The issuer’s external rental of houses and buildings is a commercial act made to ensure the interests of the company according to the needs of production and operation, which has commercial essence.
2、 Whether the subsequent measurement mode of investment real estate complies with the provisions of accounting standards for business enterprises and is consistent with comparable companies
1. Whether the subsequent measurement mode of the company’s investment real estate complies with the provisions of the accounting standards for business enterprises
The company’s investment real estate is initially measured according to its cost, the subsequent measurement of investment real estate is carried out by using the cost model, and the depreciation is accrued on schedule according to the consistent accounting estimation of fixed assets.
The accounting standards for Business Enterprises No. 3 – investment real estate stipulates that the subsequent measurement of investment real estate usually adopts the cost mode, and the fair value mode can be adopted only when specific conditions are met. Specific conditions include: there is an active real estate trading market in the place where the investment real estate is located; The enterprise can obtain the market price and other relevant information of similar or similar real estate from the real estate trading market, so as to make a reasonable estimation of the fair value of investment real estate.
The company’s investment real estate does not meet the specific conditions, and the subsequent measurement adopts the cost model, which is in line with the provisions of the accounting standards for business enterprises.
2. Is the company’s follow-up measurement model of investment real estate consistent with that of comparable companies
Comparison of follow-up measurement models of investment real estate between companies and comparable companies
Follow up measurement mode of comparable companies in the same industry
Harbin Pharmaceutical Group Co.Ltd(600664) ( Harbin Pharmaceutical Group Co.Ltd(600664) ) cost model
China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ( China Resources Sanjiu Medical & Pharmaceutical Co.Ltd(000999) ) cost mode
Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) ( Guangzhou Baiyunshan Pharmaceutical Holdings Company Limited(600332) ) cost model
Note: the above accounting information of Companies in the same industry comes from their 2020 annual report.
Through comparison, the subsequent measurement mode of the company’s investment real estate is consistent with that of comparable companies.
3、 Verification of intermediaries
(I) verification process
We have implemented the following verification procedures:
1. Check the lease of the issuer’s houses and buildings, the lease contract and the list of leased assets;
2. Check the book value of the leased assets of the issuer and recalculate the depreciation of the leased assets;
3. Check the accounting policies for the initial measurement and subsequent measurement of the issuer’s investment real estate;
4. Check the follow-up measurement mode of investment real estate of comparable companies.
(II) verification opinions
After verification, we believe that:
1. The issuer leases the idle houses and buildings and confirms that the reason for the investment real estate is reasonable, the basis is sufficient, complies with the provisions of the accounting standards for business enterprises and has commercial essence;
2. The issuer’s subsequent measurement model of investment real estate complies with the provisions of the accounting standards for business enterprises and is consistent with the companies in the same industry.
Question 2:
The applicant’s net profit after deducting non profits in the last three years has declined sharply year by year, and the net profit after deducting non profits in 2020 is only 10.493 million yuan.
The applicant is requested to add: (1) the reason and rationality of the sharp decline in net profit year by year after deducting non profits in the last three years, and whether it is consistent with that of comparable companies; (2) Whether it meets the conditions for continuous profitable allotment and issuance of shares in the last three fiscal years, and whether it constitutes an obstacle to this issuance.
Ask the accountant to check and give clear opinions. (question 11 of feedback)
reply:
1、 Is the reason and rationality of the sharp decline in net profit after deducting non profits in the last three years consistent with that of comparable companies
1. Reasons and rationality of the issuer’s sharp decline in net profit year by year after deducting non profits in the last three years
The issuer’s net profit after deducting non-profit in the last three years:
Monetary unit: RMB 10000
Serial number project January to September 20212020 20192018
1. Operating income 35505669420510913732718933296048
2. Operating cost -26873770 -32249770 -26770360 -22924969
3. Gross operating profit 863189998013211055682910371079
4. Gross profit margin 24.31%, 23.31%, 28.28%, 31.15%
5. Period expenses -7145779 -8797093 -8745079 -7773306
5-1 selling expenses -3671012 -4602074 -5439749 -4868816
Administrative expenses -1597.7 -1395.6 –
5-3 R & D expenses -1712671 -1926347 -1408489 -1256154
5-4 financial expenses -504245 -677409 -457164 -250857
6 other income 212734287516239790469593
7 credit impairment loss / -334121 -302495 -514842 -856509
assets impairment loss
8. Income from asset disposal -7.81 October 2010 -52.13 512.95
9. Operating profit 1120837264884813295051870757
10. Total profit 1139935262161214881951923142
11 shares attributable to the parent company 83676322787651212513
