Securities code: Beihai Gofar Chuanshan Biological Co.Ltd(600538) securities abbreviation: Beihai Gofar Chuanshan Biological Co.Ltd(600538) Announcement No.: pro 2022018
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
Announcement on the company's outstanding losses exceeding one third of the total share capital
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.
Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd. (hereinafter referred to as "the company") held the 16th meeting of the 10th board of directors on March 25, 2022, deliberated and adopted the proposal on the company's outstanding losses exceeding one third of the total share capital. The details are as follows:
1、 Overview of the situation
According to the 2021 annual audit report (TJs [2022] No. 2-85) issued by Tianjian Certified Public Accountants (special general partnership) for the company, as of December 31, 2021, the undistributed profit in the consolidated financial statements of the company was -425270700 yuan, and the paid in share capital was 524198300 yuan. The amount of the company's outstanding loss still exceeded one third of the total paid in share capital.
2、 Main causes of formation
The company's core products and services are not strong enough to make up for the losses of the previous year, and the company's core products and services are not strong enough to make up for the losses of the previous year. In order to reverse the above passive situation, the company closely focused on the great healthy development strategy and completed the major asset restructuring of acquiring the equity of Guangzhou Goldman Sachs Biotechnology Co., Ltd. (hereinafter referred to as "Goldman Sachs biotechnology") by the end of 2020. Through the merger and acquisition of Goldman Sachs biology, the company has deeply cut into the in vitro diagnosis industry, optimized the industrial layout and achieved extensive development. At the same time, the production and operation management has been strengthened, and the industrial operation has developed steadily. After the acquisition of Goldman Sachs biology, the net profit attributable to shareholders of Listed Companies in 2021 was 104865 million yuan, a significant increase year-on-year. However, due to the large amount of outstanding losses in the previous period, the amount of outstanding losses of the company in 2021 still exceeds one-third of the total paid in share capital.
3、 Countermeasures
As of the disclosure date of this announcement, the operation of the company and its subsidiaries was normal, and the following measures were taken to cover losses: 1. Continue to focus on the big health industry and continuously improve the operation and management level of the company
The company will continuously optimize the operation and management system, assessment system and business process, strengthen team building and mobilize the production enthusiasm of all employees; Continue to sort out the existing assets and business structure, promote the integration of business resources and improve business efficiency; Further strengthen technology research and development and continuously improve the market competitiveness of enterprises' products; Strengthen financial management, increase revenue and reduce expenditure, further reduce production and operating costs, improve quality and efficiency; At the same time, the company will actively improve the use efficiency of assets and improve the comprehensive profitability of the company as a whole.
2. Give full play to advantages and optimize industrial layout
The company will give full play to its advantages, actively grasp the development opportunities of the great health industry, and lay out new business growth points while grasping endogenous growth; At the same time, with biotechnology as the core and focusing on business collaboration, we will continue to expand in the field of health and judicial IVD, implement extensive development, accelerate the development of the industrial chain in depth and enhance the profitability of the company.
3. Strengthen the post investment management of Huada win-win fund
After deliberation and approval at the second meeting of the ninth board of directors held on June 19, 2017, the company agreed to use its own funds to invest 100 million yuan to subscribe for the fund shares of Nanjing Huada win-win No. 1 venture capital enterprise (limited partnership) (hereinafter referred to as "Huada win-win fund"). By the end of 2020, the company has subscribed 100 million yuan of fund share of Huada win-win fund, and the company is the largest LP of the fund. In 2021, the fund was distributed for the first time. According to the proportion of 27.027% of the company's paid in capital contribution, the amount distributed to the company was 4.7195 million yuan (including 1.3514 million yuan of project withdrawal principal and 3.3681 million yuan of project income and dividends).
The company will strengthen communication with the general partner of the fund and the fund manager, pay close attention to the fund management and investment operation, and promote the steady operation of investment projects. At the same time, the company will pay close attention to the withdrawal of the fund and recover the investment cost and investment income in time.
4. Further improve the corporate governance structure and improve the operation efficiency and management level of the company
Earnestly implement the requirements for improving the quality development of listed companies, comprehensively sort out the company's operation and management systems and processes, further improve and improve the company's internal control system, optimize the company's management system and improve the standardized operation level based on the principles of legality, compliance, simplification and efficiency. At the same time, strengthen the supervision and inspection of the implementation of the internal control system, strictly prevent major risks and improve the strength of comprehensive management.
Although the company's outstanding losses have exceeded one-third of the total paid in share capital of the company, they will not have a significant adverse impact on the company's ability to continue operations.
According to the relevant provisions of the company law of the people's Republic of China and the articles of association, this matter needs to be submitted to the general meeting of shareholders for deliberation.
It is hereby announced.
Board of directors of Beihai Guofa Chuanshan Jinyu Bio-Technology Co.Ltd(600201) Co., Ltd
March 29, 2022
