Securities code: Guangdonghectechnologyholdingco.Ltd(600673) securities abbreviation: Guangdonghectechnologyholdingco.Ltd(600673) Announcement No.: Lin 202240 bond Code: 163049 bond abbreviation: 19 dongke 02
Guangdonghectechnologyholdingco.Ltd(600673)
Reply to the notice of Shanghai Stock Exchange on the supervision of Guangdonghectechnologyholdingco.Ltd(600673) equity purchase and related party transactions
Guangdonghectechnologyholdingco.Ltd(600673) 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.
Guangdonghectechnologyholdingco.Ltd(600673) (hereinafter referred to as “the company”, “listed company” and ” Guangdonghectechnologyholdingco.Ltd(600673) “) received the working letter on the supervision of Guangdonghectechnologyholdingco.Ltd(600673) equity purchase and related party transactions (shgh [2022] No. 0188) (hereinafter referred to as “the working letter”) issued by the management Department of listed companies of Shanghai Stock Exchange on March 16, 2022. According to the relevant requirements of the working letter, the company and the intermediaries of all parties have carefully analyzed and demonstrated the relevant issues, and made a written reply to the Shanghai Stock Exchange. Now the reply contents of the working letter are announced as follows.
Unless otherwise specified, the abbreviation used in this reply has the same meaning as the abbreviation in the report on Guangdonghectechnologyholdingco.Ltd(600673) major asset sale and related party transactions (Draft) (Revised) announced by the company on December 11, 2021. The financial data of this reply announcement shall be kept to two decimal places. If the total number is inconsistent with the mantissa of the sum of the sub item values, it shall be caused by rounding.
Our department is concerned that your company recently disclosed that it plans to purchase 14251331 yuan of the registered capital of Guangdong Guangdonghectechnologyholdingco.Ltd(600673) Pharmaceutical Co., Ltd. (hereinafter referred to as Guangzhou Pharmaceutical) held by the controlling shareholder Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) Industrial Development Co., Ltd. (hereinafter referred to as Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry) with 910 million yuan, accounting for 5.0966% of the equity of Guangzhou Pharmaceutical. This transaction constitutes a connected transaction, which is an arrangement for the listed company to exercise the acquisition option, and aims to ensure that the listed company shares the potential benefits of the possible listing of Guangyao in the future. For this equity transaction, according to article 13.1.1 of the stock listing rules, your company is requested to further disclose the following information. In the early stage, the company disclosed the draft of major asset sale and reorganization. The listed company plans to sell 226200000 domestic shares of Yichang Guangdonghectechnologyholdingco.Ltd(600673) Changjiang Pharmaceutical Co., Ltd. (hereinafter referred to as Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical) to Guangyao and sell 226200000 “fully circulating” H shares of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical to Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) Sales Co., Ltd., a wholly-owned subsidiary of Guangyao. After the completion of the transaction, the controlling shareholder of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical was changed from the listed company to Yichang Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical research and Development Co., Ltd., and the actual controllers were Zhang yushuai and Guo Meilan. In order to protect the interests of the listed company, Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry promises that Guangdonghectechnologyholdingco.Ltd(600673) has the right to request the company to purchase the registered capital of Guangyao 14251311 yuan held by the company and / or other parties designated by the company after all the underlying assets of the reorganization are delivered and registered in the name of the counterparty. The commitment is valid until the date when Guangyao is restructured into a joint-stock company. Shenzhen Guangdonghectechnologyholdingco.Ltd(600673) industry will notify the listed company of Guangyao’s restructuring no later than 3 months before the date when Guangyao is restructured into a joint-stock company (subject to the change registration date of the market supervision and administration department), and the listed company has the option of acquisition. According to the announcement on the progress of major asset restructuring and sale disclosed by the company on February 22, the delivery date of the restructuring is December 29, 2021. As of the disclosure date of the announcement, all domestic shares of the underlying assets have been delivered, and Guangyao still has 919 million yuan of consideration unpaid; Among the “full circulation” shares of H shares of the underlying assets, 111901200 shares have been delivered, and the corresponding transaction price is about 921 million yuan.
1、 The company is requested to make a supplementary disclosure: in the case that all the underlying assets of this reorganization have not been delivered and registered in the name of the counterparty, the listed company will consider whether the exercise of the acquisition option meets the above commitments and whether there is a legal risk of failure to exercise. Please comment on the financial advisor of major asset restructuring.
[reply]:
(I) delivery and transfer of underlying assets
On December 29, 2021, based on the conditions agreed in the major asset sale agreement related to the reorganization of listed companies reached by the counterparties of major asset reorganization in 2021 (hereinafter referred to as “reorganization”), Guangyao and Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) the listed company signed the memorandum of sale and delivery of major assets with Guangyao and Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) and completed the delivery of all the underlying assets. According to the memorandum on the sale and delivery of major assets, the listed company, Guangzhou Pharmaceutical and Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) confirmed that from the delivery date, the rights, obligations and risk income of the underlying assets were transferred to Guangzhou Pharmaceutical and Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) respectively, including but not limited to the rights and interests such as share voting rights, profit distribution rights and nomination rights corresponding to the underlying assets, as well as all relevant legal obligations and responsibilities, which were completely transferred to Guangzhou Pharmaceutical and Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) respectively Hong Kong Guangdonghectechnologyholdingco.Ltd(600673) enjoys or undertakes. As of the date of issuance of this reply, 226200000 domestic shares and 114298800 “fully tradable” H shares in the underlying assets have been registered, and the remaining 111901200 “fully tradable” H shares have not been registered.
(II) the listed company’s current deliberation and decision to exercise the acquisition option does not violate the relevant commitments
When the listed company prepares to sell 51.41% equity of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical to Guangzhou Pharmaceutical in 2021, in order to prevent the listed company from losing the right to indirectly enjoy the future potential income of Guangzhou Pharmaceutical due to the stripping of Guangdonghectechnologyholdingco.Ltd(600673) pharmaceutical, Shendong, the controlling shareholder of the listed company, issued a commitment that after all the underlying assets of the reorganization are delivered and registered in the name of the counterparty, The listed company has the right to buy back the registered capital of Guangyao 14251331 yuan (hereinafter referred to as “corresponding equity of Guangyao”) from shendongshi or a third party designated by shendongshi. As of the issuing date of this reply, the delivery of the reorganization has been completed, and some shares have not been registered, but the acquisition option is a right rather than an obligation owned by the listed company. With the consent of Shendong, the listed company has the right to exercise the option at any time. Therefore, the current deliberation and decision on the exercise of the acquisition option does not violate the relevant commitments.
(III) there is no legal risk of failure to exercise rights
In this transaction, the corresponding equity of Guangyao to be acquired by the listed company is now held by Shendong. Shendong has realized holding the registered capital of Guangyao of 19021098 yuan. These equity have not been pledged and meet the trading conditions.
Guangyao has completed the internal review procedures, and other shareholders agree to the acquisition and give up the preemptive right. Therefore, there is no legal risk that listed companies cannot exercise their rights.
(IV) verification opinions of intermediary institutions
After consulting and comparing the material assets sale agreement, the memorandum on the sale and delivery of material assets, the commitments related to the reorganization, the payment of the reorganization price and the registration of ownership transfer, the independent financial adviser believes that according to the commitments issued by shendongshi in the previous reorganization, the listed company has the right to buy back the corresponding equity of Guangyao from shendongshi or a third party designated by shendongshi after all the underlying assets of the reorganization are delivered and registered in the name of the counterparty. The acquisition option of a listed company is a right rather than an obligation owned by the listed company. With the consent of Shenzhen Dongshi, the listed company has the right to exercise the option at any time. The current deliberation and decision on the exercise of the acquisition option is in line with the relevant commitments. Shendongshi holds the corresponding equity of Guangyao, which has not been pledged, and Guangyao has completed the internal review procedures. Other shareholders agree to the acquisition and give up the preemptive right. There is no legal obstacle for the listed company to exercise its rights. 2、 Considering the uncertainty of Guangyao’s restructuring and subsequent application for listing, the exercise time of acquisition option is related to the interests of listed companies. The company is requested to verify and supplement the disclosure:
(1) Specific arrangements, actual progress, possible obstacles and risks of Guangyao’s restructuring and subsequent application for listing; (2) In combination with question (1), fully explain the specific reasons and rationality of deciding whether to exercise the acquisition right within 3 months before the current rather than the target restructuring, whether there is great uncertainty in the follow-up related process, and whether early decision may be detrimental to safeguarding the interests of listed companies. The financial advisor of major asset restructuring is invited to express opinions on question (1), and the independent directors of the company are invited to express opinions on question (1) (2).
[reply]:
(I) specific arrangements, actual progress, possible obstacles and risks of Guangyao’s restructuring and subsequent application for listing.
1. Specific arrangements, actual progress, possible obstacles and risks of Guangyao’s restructuring and subsequent application for listing
Guangzhou Pharmaceutical has issued a statement on the restructuring and subsequent application for listing to the listed company. According to the above description, in terms of restructuring, Guangyao plans to implement joint-stock reform around June 2022. At present, intermediaries have been selected to assist it in restructuring, and the restructuring related work is in orderly preparation. In terms of follow-up application for listing, Guangyao plans to choose an opportunity to apply for listing according to the capital market situation around 2023, and relevant intermediaries have begun to assist Guangyao in preparing for listing in accordance with the relevant requirements of listing. Guangyao has not found any major obstacles to the restructuring and subsequent application for listing, but whether Guangyao can eventually restructure and list as planned is still affected by the capital market environment and the enterprise’s own development, and its process is uncertain. Meanwhile, shendongshi, the counterparty of this transaction, has issued a letter of commitment to provide reasonable guarantee measures for listed companies on the restructuring process of Guangyao. For details, please refer to the relevant contents of question 3 / (III) of this reply.
2. Opinions of independent directors
The independent directors believe that: on the one hand, Guangyao has formulated a plan to implement the joint-stock restructuring around June 2022, and plans to choose an opportunity to apply for listing according to the capital market situation around 2023, and the relevant work is in progress; On the other hand, Guangyao has not found any major obstacles to the restructuring and subsequent application for listing, but whether it can eventually be restructured and listed as planned is still affected by the capital market environment and the enterprise’s own development, and there is some uncertainty in its process. Shendong, the counterparty of this transaction, has actually issued a letter of commitment to provide safeguard measures for the listed company on the restructuring process of Guangyao.
3. Verification opinions of intermediary institutions
After consulting the explanation letter of Guangyao, the commitment letter issued by shendongshi, the capital operation planning documents of Guangyao and interviewing the relevant principals of Guangyao, the independent financial consultant believes that Guangyao has formulated a plan, plans to implement the joint-stock restructuring around June 2022, and plans to choose an opportunity to apply for listing according to the capital market situation around 2023, and the relevant work is in progress. Guangyao has not found any major obstacles to the restructuring and subsequent application for listing, but whether it can eventually be restructured and listed as planned is still affected by the capital market environment and the enterprise’s own development, and there is some uncertainty in its process. Shendong, the counterparty of this transaction, has issued a letter of commitment, which provides safeguard measures for the listed company on the restructuring process of Guangyao.
(II) in combination with question (1), fully explain the specific reasons and rationality of deciding whether to exercise the acquisition right within 3 months before the current rather than the target restructuring, whether there is great uncertainty in the follow-up related process, and whether early decision may be detrimental to safeguarding the interests of listed companies.
1. At this stage, it is reasonable and necessary for listed companies to exercise the acquisition option
(1) Relevant information about the commitment to repurchase the corresponding equity option of Guangzhou Pharmaceutical
According to the restructuring commitments made by shendongshi, on the one hand, since the shareholders of the promoter of Guangyao shall not transfer their shares within one year after the restructuring of Guangyao, the commitment is valid until the date of Guangyao’s restructuring into a joint-stock company; On the other hand, Shendong shall notify the listed company no later than three months before Guangyao is restructured into a joint-stock company, and the listed company can freely exercise the acquisition option before the date of Guangyao’s restructuring into a joint-stock company.
(2) Guangyao needs to carry out restructuring as soon as possible to promote follow-up financing and listing
According to the needs of the enterprise’s own development, Guangyao plans to start a new round of financing, but Guangyao currently has 47 shareholders, the number of shareholders is close to the legal upper limit of 50 shareholders of the limited liability company, and the financing scale is limited. Therefore, Guangyao needs to be restructured into a joint-stock company as soon as possible, break through the limitation of the number of shareholders, and complete the financing and support its follow-up development and listing planning in time. At the same time, Guangyao plans to choose an opportunity to apply for listing according to the capital market situation around 2023. According to the normal preparation process and time plan before listing, it is also necessary to start the restructuring work as soon as possible in the near future. Therefore, Guangyao has planned to implement the joint-stock reform around June 2022.
(3) The exercise of the acquisition option requires necessary preparation and decision-making time
Before a listed company makes a decision to exercise its acquisition option, it needs to hire an intermediary to carry out audit, evaluation and other work according to relevant laws and regulations, and need to perform internal review procedures such as the board of directors and the general meeting of shareholders. Guangyao also needs to perform internal decision-making procedures. The audit takes about 2-3 months; On the other hand, the equity change of Guangzhou Pharmaceutical needs to implement the resolution of the shareholders’ meeting. Due to the large number of shareholders of Guangzhou Pharmaceutical, the internal decision-making process takes a long time, and the sudden covid-19 epidemic in Shenzhen, Dongguan and other places leads to the uncertainty of the internal approval process time of shareholders, so Guangzhou Pharmaceutical also needs a certain preparation time. Therefore, the exercise of the acquisition option needs to give the relevant parties of the transaction the necessary preparation and decision-making time.
(4) The follow-up related processes of Guangyao are advancing in an orderly manner
According to the explanatory letter issued by Guangyao to the listed company, Guangyao is actively preparing for the restructuring, and the relevant intermediaries have begun to assist Guangyao in the preparation before listing in accordance with the relevant requirements of listing. As of now, there are still some major obstacles to Guangyao’s capital market, such as whether it can apply for listing according to the restructuring plan, but it is still uncertain whether it can be listed according to its own capital market.
To sum up, on the one hand, the delivery of the underlying assets of the reorganization of the listed company has been completed on December 29, 2021, and the listed company can make a timely decision to restore the indirect rights and interests of Guangyao before the reorganization; On the other hand, Guangzhou Pharmaceutical has planned to implement joint-stock reform around June 2022. Based on the above situation, considering the necessary time for the listed company and Guangzhou Pharmaceutical to perform relevant decision-making procedures and relevant preparations, and reserving a certain safety buffer time, the listed company, after friendly negotiation with the controlling shareholders, decides to exercise the acquisition option in the current decision, which is consistent with the original intention of the commitment and can safeguard the interests of the listed company.
2. Opinions of independent directors
According to the restructuring commitments made by shendongshi, the controlling shareholders of the listed company shall be restructured into joint-stock system no later than Guangyao
