Northeast Securities Co.Ltd(000686)
about
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082)
Issuing shares to purchase assets and related party transactions
of
Verification opinions on the achievement of performance commitments in 2021 independent financial adviser
April, 2002
interpretation
In this verification opinion, unless the context specifies, the following abbreviations have the following meanings:
General terms
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) , the company, refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) (formerly known as ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd.”)
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical and the target company refer to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. (formerly known as ” Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd.” and “Zhejiang Wanbang Pharmaceutical Co., Ltd.”)
The actual controllers refer to Zhao Shouming and Zhuang Hui
The controlling shareholder, Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. (formerly known as “Wenling Wanbang Investment Co., Ltd.”)
Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd., Jiaxing Jiahao Kunwu Jiuding Investment Holdings Co.Ltd(600053) Center (limited partnership), Wenling Huibang Investment Consulting Co., Ltd., Jiangsu Zhongmao energy conservation and environmental protection industry venture capital fund partnership (limited partnership), Wenling Fubang Investment Consulting Co., Ltd., Qingdao tongyinxin Investment Co., Ltd Nanjing Jinmao traditional Chinese medicine industry venture capital partnership (limited partnership), Taicang Jinmao biomedical venture capital enterprise (limited counterparty refers to partnership), Shanghai Qinpu equity investment fund partnership (limited partnership), Taizhou Xili equity investment partnership (limited partnership) Taizhou Guoyu Junan equity investment partnership (limited partnership), Yangzhou Jingxin emerging industry venture capital center (limited partnership), Wuxi Jinmao No. 2 emerging industry venture capital enterprise (limited partnership), Taizhou innovative equity investment partnership (limited partnership), Zhao Shouming, Zhuang Hui, Zhou Guoqi Du Huanda, Xia Yankai, Tong Huihong, Zhang Zhihua, Shen Jianxin, Wang Guohua, Xu Guiliang, Wang Jiping, Zhu Dongfu, Chen Xiaobing
The subject matter and underlying assets of the transaction refer to the 100% equity of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Pharmaceutical Group Co., Ltd. held by the counterparty
Huibang investment refers to Wenling Huibang Investment Consulting Co., Ltd. (formerly known as “Wenling Wanbang Auto Parts Co., Ltd.”, hereinafter referred to as “Wanbang auto parts”)
Fubang investment refers to Wenling Fubang Investment Consulting Co., Ltd. (formerly known as “Wenling Wanbang Shipbuilding Co., Ltd.”, hereinafter referred to as “Wanbang shipbuilding”)
Performance commitment parties refer to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group, Zhao Shouming, Zhuang Hui, Huibang investment and Fubang investment
The five million profit forecast compensation agreement between Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd. and Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. refers to the profit forecast compensation agreement of the shareholders of bond Pharmaceutical Group Co., Ltd. and its supplementary agreement
Performance commitment period refers to 2019, 2020, 2021 and 2022
This transaction, this reorganization, this refers to Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) issuing shares to purchase 100% equity of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical
Major asset restructuring
Dahua certified public accountants means Dahua Certified Public Accountants (special general partnership)
Tianjian certified public accountants refers to Tianjian Certified Public Accountants (special general partnership)
Independent financial advisor, Northeast Securities Co.Ltd(000686) refers to Northeast Securities Co.Ltd(000686)
CSRC refers to the China Securities Regulatory Commission
Stock exchange and Shenzhen Stock Exchange refer to Shenzhen Stock Exchange
The reorganization management measures refer to the measures for the management of major asset reorganization of listed companies
Yuan and 10000 yuan refer to RMB yuan and 10000 yuan
Special note: the data listed in this verification opinion may be slightly different from the sum directly added according to the relevant single data due to rounding.
On January 16, 2020, the CSRC approved and issued the reply on approving Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Xincai Co., Ltd. to issue shares to purchase assets from Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) Group Co., Ltd. (zjxk [2020] No. 116), and approved listed companies to issue shares to 27 counterparties such as Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group to purchase 100% equity of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical.
Northeast Securities Co.Ltd(000686) as the independent financial consultant of the listed company for the purchase of assets and related party transactions by issuing shares this time, in accordance with the relevant provisions of the measures for the administration of reorganization, the measures for the administration of the merger and reorganization of listed companies and the relevant requirements of the memorandum on the information disclosure business of the SME board No. 2: matters related to the disclosure of periodic reports of the Shenzhen Stock Exchange, Checked the achievement of performance commitments made by five performance commitment parties including Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group on the 2021 annual performance commitments of Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical, and expressed the following opinions:
1、 Performance commitments related to the underlying assets
According to the profit forecast compensation agreement signed by the listed company and the performance commitment party and its supplementary agreement, the performance compensation period of this transaction is 2019, 2020, 2021 and 2022.
The performance promisor promises that after the implementation of this major asset restructuring, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses within the scope of consolidated statements realized by Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical in 2019, 2020, 2021 and 2022 will not be less than 184.5 million yuan, 226.5 million yuan, 263.8 million yuan and 312.5 million yuan respectively. 2、 Main terms of profit forecast compensation agreement and supplementary agreement
(I) contract subject and signing time
On June 13, 2018, the listed company signed the profit forecast compensation agreement with the performance commitment parties ( Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) group, Huibang investment, Fubang investment, Zhao Shouming and Zhuang Hui). On April 18, 2019, November 28, 2019 and December 16, 2019, the listed company and the performance commitment party signed the supplementary agreement to the profit forecast compensation agreement (I), the supplementary agreement to the profit forecast compensation agreement (II) and the supplementary agreement to the profit forecast compensation agreement (III).
(II) determination of performance commitment period
The listed company and the performance commitment party unanimously confirmed that the performance commitment period of this transaction is 2019, 2020, 2021 and 2022.
(III) determination of performance commitment
The performance promisor promises that after the implementation of this major asset restructuring, the net profit attributable to the owner of the parent company after deducting non recurring profits and losses within the scope of consolidated statements realized by Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) pharmaceutical in 2019, 2020, 2021 and 2022 will not be less than 184.5 million yuan, 226.5 million yuan, 263.8 million yuan and 312.5 million yuan respectively.
(IV) determination of actual net profit during the profit commitment period
The listed company and the performance promisor agree that the calculation standard of the actual net profit of the underlying asset during the profit commitment period and the basic conditions to be met are as follows:
1. The actual net profit of the subject asset during the profit commitment period shall be subject to the net profit amount attributable to the owner of the parent company after deducting non recurring profits and losses in the audited consolidated statements;
2. The preparation of the financial statements of the subject company shall comply with the accounting standards for business enterprises and other relevant laws and regulations, and the accounting policies and accounting estimates shall be determined according to the industry practices;
3. Unless otherwise provided by laws and regulations or the listed company changes its accounting policies and accounting estimates, during the profit commitment period, the accounting policies and accounting estimates of the subject company shall not be changed without the consent of the listed company;
4. The preparation of the financial statements of the target company does not consider the impact of the fair value of the identifiable assets of the target company on the net profit of the company.
The listed company and the performance promisor agree that after the end of each fiscal year of the profit commitment period, the listed company shall apply for an accounting firm with securities practice qualification to issue a special audit report, which shall be separately disclosed in the annual report of the current year. The difference between the promised net profit of the underlying assets and the actual net profit shall be determined according to the standard unqualified special audit report issued by the accounting firm.
(V) profit forecast compensation
During the profit commitment period, if the cumulative realized net profit of the underlying asset as of the end of the current period is lower than the cumulative committed net profit as of the end of the current period, the performance commitment party shall compensate the listed company in the form of shares and cash at the same time, that is, while the performance commitment party compensates in the form of 100% shares, it shall increase the balance of outstanding profits and compensate in the form of cash. If the performance commitment party has undertaken the compensation obligation in the form of shares / cash, it shall not be exempted from its current cash / share compensation obligation.
The number of shares to be compensated by the performance commitment party in the current period shall be calculated according to the following formula:
Total number of shares to be compensated in the current period = (cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period) ÷ total committed net profit of each year within the commitment year × Total number of shares issued by the listed company to all shareholders of the target company in this transaction – cumulative number of compensated shares.
The total cash amount of additional compensation that the performance commitment party should increase in the current period is calculated according to the following formula:
Total amount of cash to be compensated in the current period = cumulative committed net profit as of the end of the current period – cumulative realized net profit as of the end of the current period – compensated cash amount.
When calculating the shares to be compensated by the performance commitment party during the compensation calculation period year by year, if the shares to be compensated in the current period calculated according to the above formula are less than 0, it will be taken as 0, that is, the compensated shares will not be reversed.
During the compensation calculation period year by year, when the performance commitment party should compensate cash, when the current compensation cash calculated according to the above formula is less than 0, it is taken as 0, that is, the compensated cash will not be reversed.
(VI) overall impairment test compensation
After the expiration of the annual period of performance commitment agreed in the profit forecast compensation agreement and its supplementary agreement, the listed company shall employ an accounting firm with securities and futures related business qualification to conduct asset impairment test on the underlying assets and issue a special audit report on the impairment test results. The issuance time of this special audit report shall not be later than the issuance time of the special audit report on performance in the last year of the performance commitment year. The impairment of the underlying assets shall be determined according to the special audit report issued by the accounting firm.
If the ending impairment amount of the underlying asset the total number of compensated shares of the performance commitment party during the performance commitment compensation period × In this restructuring, if the price of shares issued by the listed company to the performance commitment party, the performance commitment party shall separately compensate the listed company for its shares. For the specific compensation sequence and method of the performance commitment party, see article 4 of the profit forecast compensation agreement and the agreement on the modification of compensation measures in the supplementary agreement.
The calculation formula of the number of shares to be compensated by the performance commitment party is as follows:
The number of shares to be compensated by the performance commitment party = the amount of impairment of the underlying assets ÷ the price of shares issued by the listed company to the performance commitment party in this reorganization – the total number of compensated shares accumulated during the performance commitment compensation period, but the total number of shares to be compensated (including the sum of impairment test compensation and performance commitment compensation) is limited to the total number of shares issued by the listed company to all shareholders of the underlying company.
If the listed company has cash dividends during the performance commitment compensation period, the cumulative dividend income of the compensated shares calculated by the performance commitment party according to the above formula during the profit compensation period shall be given to the listed company when the share repurchase is implemented; If the listed company implements share offering or conversion of capital reserve into share capital during the performance commitment compensation period, the shares to be compensated shall include the number of shares obtained by the performance commitment party during the implementation of share offering and conversion of capital reserve into share capital. The compensation to be implemented by the performance commitment party to the listed company calculated for the impairment test will be implemented with reference to the performance commitment compensation method and agreed procedures.
The aforesaid impairment amount is the valuation of the underlying asset minus the evaluation value of the underlying asset at the end of the period, and minus the impact of capital increase, capital reduction, gift acceptance and profit distribution of the shareholders of the underlying asset within the compensation period.
(VII) compensation measures
According to the special audit report and the above commitments and compensation arrangements, if the performance commitment party should fulfill the responsibilities of performance commitment compensation and impairment test compensation, Wanbangde Pharmaceutical Holding Group Co.Ltd(002082) will calculate and determine the number of shares and cash amount to be compensated by each performance commitment party, and send a written notice to the performance commitment party. The performance commitment party shall make compensation in the form of shares and cash at the same time. In any case, the total amount of share compensation incurred by the performance commitment party due to impairment test compensation and performance commitment compensation is limited to 100% of the total number of shares issued by the listed company to all shareholders of the subject company in this transaction; The total amount of cash compensation incurred by the performance commitment party is limited to the total net profit to be realized by the target company promised by the performance commitment party within the profit commitment period.
The performance commitment party shall compensate internally in the following ways:
（1
