Securities code: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) securities abbreviation: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Announcement No.: pro 2022010
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682)
About the receipt from Shanghai Stock Exchange to the company
Announcement of inquiry letter on asset replacement and related party transactions
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.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) (hereinafter referred to as the company) received the inquiry letter on Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) asset replacement and related party transactions (shgh [2022] No. 0220, hereinafter referred to as the inquiry letter) issued by the company management department of listed companies of Shanghai Stock Exchange on April 6, 2022. The full text of the letter is as follows: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) :
After closing on April 6, 2022, the company submitted an announcement that it planned to replace 100% equity of its wholly-owned subsidiary Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Real Estate Development Co., Ltd. (hereinafter referred to as Xinbai real estate) with 80% equity of Xuzhou new health geriatric hospital Co., Ltd. (hereinafter referred to as Xuzhou New Health) held by its related party Nanjing sanbo Medical Management Co., Ltd. (hereinafter referred to as Nanjing sanbo medical). After post audit, in accordance with Article 16.1 of the stock listing rules of the exchange and other relevant provisions, your company is hereby requested to verify and supplement the disclosure of the following matters.
1、 Rationality of subject valuation
The announcement disclosed that the audited net assets of Xuzhou new health in 2021 were 460 million yuan. This transaction adopted the income method, and the appraisal price was 2.19 billion yuan, with a value-added rate of 380.82%. Xuzhou new health was officially put into operation in April 2021, with an operating revenue of 209 million yuan and a net profit of - 45.494 million yuan in 2021. It is estimated that the operating revenue of Xuzhou new health from 2022 to 2027 will be 740 million yuan, 1.03 billion yuan, 1.16 billion yuan, 1.57 billion yuan, 2.13 billion yuan and 2.48 billion yuan respectively, and the net profit will be 103 million yuan, 150 million yuan, 180 million yuan, 240 million yuan, 340 million yuan and 420 million yuan respectively. The forecast situation is significantly different from the current loss state. The main business income of Xuzhou new health is mainly divided into outpatient income and inpatient income.
1. In terms of outpatient medical treatment, the total number of outpatient visits in 2021 is 111000. The evaluation predicts that the annual number of outpatient visits from 2022 to 2027 will be 300000, 427000, 458000, 486000, 513000 and 536000. The company is requested to add: (1) explain the reasons and rationality of the expected surge in the number of outpatient clinics and maintaining a high growth rate in combination with the number of outpatient clinics, the recent growth rate of outpatient clinics, the allocation of medical teams and other factors;
Securities code: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) securities abbreviation: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Announcement No.: pro 2022010
(2) According to the evaluation statement, the prediction of outpatient per capita expenditure is obtained based on the actual data from November 2021 to February 2022. Please clarify the relevant data sources, calculation process and estimated per capita consumption amount according to the comparable situation of the contract industry, and explain the rationality of the prediction of outpatient income in each year in combination with the predicted number of outpatients.
2. In terms of inpatient care, the new health hospital currently has 1200 beds and plans to invest 1300 more beds by the end of the second quarter of 2025. The average number of beds occupied in December 2021 is 530. The assessment predicts that the actual number of beds occupied from 2022 to 2027 will be 792, 1020, 1068, 1443, 1950 and 2150 respectively. The company is requested to make supplementary disclosure: (1) specify the data source and relevant basis for predicting the number of inpatient beds in combination with the operation of the new health hospital and the comparable situation in the same industry; (2) Combined with the prediction calculation process and specific amount of daily consumption per bed, this paper explains the specific basis for predicting hospitalization income and the reasons and rationality for realizing high proportion growth in the prediction period.
3. Overall assessment. (1) Specify the discount rate, expected annual income or cash flow growth rate, gross profit margin of sales and other important evaluation parameters used in this evaluation, and explain the basis and rationality of relevant evaluation basis and parameters based on the comparable situation of the contract industry; (2) Whether Xuzhou new health hospital has an independent and stable core personnel team, whether it has core competitiveness, and whether there is major uncertainty about the stability of its future operation; (3) In the case of loss of the underlying asset, the basis and rationality of evaluating and predicting its future profit and substantial growth of performance.
Please comment clearly on the above issues.
2、 Rationality of performance commitment and compensation
4. The company announced that Nanjing Sanbao medical promised that the net profit realized by Xuzhou new health in 2022, 2023 and 2024 (the net profit attributable to the shareholders of the parent company after deducting extraordinary profits and losses audited by an accounting firm in accordance with the securities law under the condition that there is no significant difference between the future accounting policies and the current accounting policies) should not be less than 430 million yuan. If Xuzhou new health fails to achieve the promised net profit target after audit, Nanjing Sanbao medical will compensate Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) in cash. The compensation calculation method is as follows: the amount to be compensated (10000 yuan) = (430331900 yuan - the accumulated net profit of Xuzhou new health in three years (10000 yuan)) × 80%。 The company is requested to make supplementary disclosure: (1) explain the rationality and realizability of this performance commitment in combination with the current business situation and industry development of Xuzhou new health; (2) In combination with the assets, liabilities and credit status of Nanjing Sanbao medical, specify its follow-up performance ability. If the follow-up performance of the target company is lower than the promised performance, whether the company can take practical and effective measures to urge the commitment party to perform compensation; (3) Knot
Securities code: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) securities abbreviation: Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Announcement No.: pro 2022010
According to the calculation method of performance compensation and the low coverage of performance compensation, it shows whether the above performance commitment compensation can protect the interests of listed companies and minority shareholders. The independent directors of the company are requested to express clear opinions on the above issues. 3、 This valuation is significantly higher than the rationality of the previous valuation
5. The company announced on May 6, 2019 that it plans to transfer 20% equity of Xuzhou sanbo medical held by Nanjing sanbo medical in cash at a transfer price of 150 million yuan. The audited net assets of Xuzhou Sanbao medical in 2018 were 570 million yuan, mainly operating assets Xuzhou new health hospital.
The total equity value of shareholders is 770 million yuan after being assessed by income method. Xuzhou new health hospital is expected to officially open in October 2019. It is predicted that the total outpatient and inpatient income will reach 660 million yuan and 740 million yuan respectively in 2020 and 2021, and the net profit will reach 68.66 million yuan and 90.66 million yuan respectively. The company is requested to supplement: (1) explain the reasons and rationality of the large difference between the two valuations in combination with the specific design assets, appraisal parameters, target operation and the situation of the same industry; (2) The specific reasons why the actual operating revenue and net profit in 2021 are lower than the previous forecast, and it also explains the reasons and rationality that the current assets and operation of Xuzhou new health have not changed significantly from the basis of the previous forecast. The appraisal institution and the independent directors of the company are requested to express clear opinions on the above issues.
Please disclose this letter as soon as you receive it, and reply to our department in writing within five trading days, and disclose it to the public at the same time.
The company will organize the reply work according to the requirements of the letter, give feedback to the Shanghai Stock Exchange as soon as possible and fulfill the obligation of disclosure.
The information disclosure media designated by the company are China Securities News, Shanghai Securities News, securities times and the website of Shanghai Stock Exchange (www.sse. Com. CN), Relevant information shall be subject to the announcement information disclosed by the company in the above designated media. Please invest rationally and pay attention to investment risks.
It is hereby announced.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) board of directors April 7, 2022
