Letter of concern about Chempartner Pharmatech Co.Ltd(300149)
Gem concern letter [2022] No. 176 Chempartner Pharmatech Co.Ltd(300149) board of directors:
On March 31, 2022, your company disclosed the announcement on selling 100% equity of quantum high tech (Guangdong) biology Co., Ltd. the company and Tate & Lyle Investments Limited (hereinafter referred to as "Tailai company") agreed that the company plans to transfer 100% equity of quantum high tech (Guangdong) biology Co., Ltd. (hereinafter referred to as "quantum high tech") to Tailai company, The transaction price is about US $237 million (about RMB 1.5 billion). Our department is concerned about this. Please add the following items to your company:
1. Your company's main business mainly includes two business segments, namely pharmaceutical R & D and production services and microecological nutrition and medical treatment. Among them, microecological nutrition and medical treatment business mainly focuses on the production of prebiotic products. Over the years, the income and gross profit margin have been relatively stable. In 2020, the income of microecological nutrition agents accounted for 18.15% of the total income. The announcement shows that the trading company will set out prebiotic business, which will help the company focus on CXO's main business and optimize the company's asset and liability structure. Please explain in detail the background, necessity and rationality of your company's sale of the above-mentioned subject assets under the condition of continuous and stable performance of prebiotic business, the possible impact of this transaction on your company's subsequent operation and performance, and further explain whether the relevant transactions are in line with your company's development strategy and long-term interests.
2. The announcement shows that this transaction did not hire an evaluation institution to evaluate the value of quantum high tech, and the transaction amount was determined by the "price adjustment on delivery date" mechanism customary in the overseas market. The counterparty will pay the initial consideration of the company on the closing date, i.e. US $237 million less the estimated net debt; After the delivery date, the final transaction amount is determined by adjusting the difference between the actual net debt and the estimated net debt, and the difference between the actual net working capital and the working capital target. The working capital target is set at 76 million yuan. In combination with the core competitiveness of quantum high tech prebiotic business, the company's main financial data, the evaluation and pricing of similar comparable transactions in the market, your company is requested to explain in detail the pricing basis of US $237 million of this transaction and the rationality and fairness of the pricing mechanism of "price adjustment on delivery date", and the confirmation basis and rationality of setting the working capital target of RMB 76 million in the adjustment mechanism, And explain whether there is a risk of significant deviation from the final transaction amount of US $237 million.
3. Please explain the specific process of this transaction planning and the measures taken by your company in terms of information confidentiality and prevention of insider trading. The relevant insider information insiders and their close relatives buy and sell your company's shares within three months before the disclosure of the profit distribution plan, and verify whether there is information disclosure and insider trading.
4. Zeng Xianjing, the actual controller of the company, and the persons acting in concert made a series of commitments on maintaining the actual control when the company acquired Shanghai Ruizhi Chemical Research Co., Ltd. in 2018, including "I and the enterprise I control promise not to vote in favor of the proposal of quantum high tech to set up prebiotic and micro ecological medical business within 60 months". At present, Zeng Xianjing is not a director of the company. Due to his brotherly relationship with Zeng Xianjing, Zeng Xianwei, a director of the company, abstained from voting on the proposal related to the sale of quantum high tech in the board of directors in order to avoid the actual controller from violating his commitment. Please explain whether the actual controller Zeng Xianjing and the persons acting in concert play an important role in the planning of this transaction, and explain whether this transaction may lead to Zeng Xianjing and the persons acting in concert violating their relevant commitments on maintaining actual control in combination with the background and purpose of Zeng Xianjing's above commitments.
5. The announcement shows that the delivery conditions of this transaction include the conditions that the target company should register with the State Administration of market supervision and administration or its local competent branches, file foreign investment reports, and register foreign exchange with safe or a bank designated by safe. Please explain whether the approval or filing procedures of government authorities and current progress required for the implementation of this transaction may constitute a substantive obstacle to this transaction, and give sufficient risk tips.
6. The announcement shows that after preliminary calculation, the investment income from the sale of 100% equity of quantum high tech is expected to be about 1.3 billion yuan, and the impact on the company's net profit is expected to be about 1 billion yuan. Please explain in detail the accounting treatment to be carried out for this transaction and the specific impact of this transaction on your company's net profit, net assets and other major financial indicators, and explain whether the relevant treatment is in line with the provisions of the accounting standards for business enterprises.
Please make a written statement on the above matters, submit the relevant explanatory materials to our department for disclosure before April 12, 2022, and send a copy to the listed company supervision division of Guangdong securities regulatory bureau.
This is to inform you.
Gem company management department
April 2, 2022
