Chempartner Pharmatech Co.Ltd(300149) ( Chempartner Pharmatech Co.Ltd(300149) . SZ) received a letter of concern from the Shenzhen Stock Exchange on April 2. The Shenzhen Stock Exchange asked the company to make relevant explanations on the proposed transfer of 100% equity of quantum high tech (Guangdong) biology Co., Ltd. (hereinafter referred to as "quantum high tech") to Tailai company with us $237 million (about 1.5 billion yuan) disclosed on March 31.
Chempartner Pharmatech Co.Ltd(300149) 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. The income and gross profit margin have been relatively stable for many years. The income of microecological nutrition preparations accounted for 18.15% of the total income in 2020.
On March 31, Chempartner Pharmatech Co.Ltd(300149) announced that according to the company's development strategy, in order to focus on the main business and optimize the company's business structure and asset liability structure, the company and Tate & Lyle Investments Limited (hereinafter referred to as "Tailai company") agreed that the company plans to transfer 100% equity of quanzi hi tech to Tailai company at a transaction price of about US $237 million (about 1.5 billion yuan). This transaction does not include the 100% equity of quantum high tech (Jiangmen) Health Technology Co., Ltd. held by the subject company and the real estate on the 28th floor of Trading Plaza, 268 Dongfeng Middle Road, Yuexiu District, Guangzhou (hereinafter referred to as "divested assets"). After the transaction is completed, the company will no longer hold the equity of quantum high tech.
The counterparty of this transaction is Taylor company, which is a global investment holding platform wholly owned by Tate & Lyle PLC, a British listed company. Tailai group, with a history of more than 160 years, is the world's leading food ingredient production and sales enterprise. In fiscal year 2021 (the financial year is from April 1, 2020 to March 31, 2021), its operating revenue exceeded £ 2.8 billion and its net profit exceeded £ 250 million.
On August 27, 2020, Chempartner Pharmatech Co.Ltd(300149) transferred the assets, liabilities, business resources and personnel related to prebiotic business to quantum high tech, a wholly-owned subsidiary, in the form of investment.
Therefore, this transaction is essentially Chempartner Pharmatech Co.Ltd(300149) selling prebiotic business. The company said this will help the company focus on CXO's main business and optimize the company's asset and liability structure. According to the preliminary financial calculation of the company, the sale of 100% equity of quantum high tech is expected to confirm the investment income of about 1.3 billion yuan and the impact on the net profit of the company is expected to be about 1 billion yuan.
As of November 30, 2021, quantum high tech (simulated stripped assets have been stripped on the balance sheet date) has audited the book value of total assets of RMB 269 million, the book value of total liabilities of RMB 958481 million and the book value of owner's equity of RMB 173 million.
It is worth noting that when the Chempartner Pharmatech Co.Ltd(300149) board of directors considered the matter, Zeng Xianwei, the director, abstained. The reason for his abstention is that Zeng Xianjing, the actual controller of the company, and the person acting in concert made a commitment on the company's acquisition of Shanghai Ruizhi Chemical Research Co., Ltd. in 2018 that "I and the enterprise I control promise not to vote in favour of the proposal of setting up prebiotic and micro ecological medical business of quantum high tech within 60 months." In view of his brotherly relationship with Mr. Zeng Xianjing, the actual controller of the company, in order to avoid the actual controller from violating his commitment, he abstained from voting on the above-mentioned motion.
In the inquiry letter, the Shenzhen stock exchange requires the company to explain in detail the background, necessity and rationality of the company's sale of the above-mentioned subject assets and the possible impact of this transaction on the company's subsequent operation and performance in combination with the current business development of each sector, the company's financial status and future development strategy, And further explain whether the relevant transactions are in line with the company's development strategy and long-term interests.
According to the announcement, 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 this regard, Shenzhen stock exchange requires the company to explain in detail the pricing basis of US $237 million in this transaction and the rationality and fairness of the pricing mechanism of "price adjustment on delivery date" 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, and the confirmation basis and rationality of setting the working capital target of 76 million yuan in the adjustment mechanism, And explain whether there is a risk of significant deviation from the final transaction amount of US $237 million.
Meanwhile, in response to the "abstention vote" of director Zeng Xianwei, the Shenzhen Stock Exchange asked the company to explain whether the actual controller Zeng Xianjing and the persons acting in concert played an important role in the planning process of this transaction, and to explain whether this transaction may lead to Zeng Xianjing and the persons acting in concert violating the relevant commitments made by Zeng Xianjing on maintaining the actual control in combination with the background and purpose of the above commitments.
