Securities code: Jiuzhitang Co.Ltd(000989) securities abbreviation: Jiuzhitang Co.Ltd(000989) Announcement No.: 2022034
Announcement on related party transactions of transferring part of equity of subsidiaries
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
1、 Overview of related party transactions
1. On April 23, 2022, Jiuzhitang Co.Ltd(000989) (hereinafter referred to as "the company" or "the transferor") and Yifeng Pharmacy Chain Co.Ltd(603939) (hereinafter referred to as " Yifeng Pharmacy Chain Co.Ltd(603939) " or "the Transferee") signed the equity transfer framework agreement. According to the agreement, the company plans to sell 51% equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. (hereinafter referred to as " Jiuzhitang Co.Ltd(000989) pharmaceutical" or "target company") to the transferee for a transaction consideration of 204 million yuan. After the completion of this transaction, the company will hold 475714% equity of Jiuzhitang Co.Ltd(000989) pharmaceutical, and Jiuzhitang Co.Ltd(000989) pharmaceutical and its subsidiaries will no longer be included in the scope of the company's consolidated statements.
2. The counterparty of this transaction is Yifeng Pharmacy Chain Co.Ltd(603939) . Mr. Li Zhenguo, the controlling shareholder and chairman of the company, signed the stock transfer agreement on Jiuzhitang Co.Ltd(000989) with Yifeng Pharmacy Chain Co.Ltd(603939) on April 23, 2022. Mr. Li Zhenguo plans to transfer 5.00% of the company's shares held by him to Yifeng Pharmacy Chain Co.Ltd(603939) , and the agreement is being performed. According to the agreement, Yifeng Pharmacy Chain Co.Ltd(603939) may become more than 5% of the shareholders of the company in the next 12 months, so Yifeng Pharmacy Chain Co.Ltd(603939) is the affiliated legal person of the company. At the same time, considering that Mr. Li Zhenguo is the chairman of the company and that he and Yifeng Pharmacy Chain Co.Ltd(603939) are carrying out transfer transactions involving the company's shares, according to the provisions of the stock listing rules, this transaction constitutes a connected transaction, and Mr. Li Zhenguo, the chairman of the board, avoided voting at the meetings of the board of directors and the general meeting of shareholders when considering this transaction.
3. On April 23, 2022, the company held the 9th meeting of the 8th board of directors and deliberated and adopted the
Related party transaction proposal for transferring part of the equity of subsidiaries. Mr. Li Zhenguo, the affiliated director attending the meeting, avoided voting, and the other 8 non affiliated Directors voted on the proposal. The independent directors of the company approved the related party transaction in advance and expressed their independent opinions. According to the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, this transaction still needs to be submitted to the general meeting of shareholders for deliberation, and the related parties interested in the related party transaction will avoid voting.
4. This connected transaction does not constitute a major asset reorganization stipulated in the administrative measures for major asset reorganization of listed companies, and does not need to be approved by relevant departments.
2、 Basic information of related parties (counterparties)
1. Basic information
Name: Yifeng Pharmacy Chain Co.Ltd(603939)
Nature of enterprise: joint stock limited company (joint venture and listing between Taiwan, Hong Kong, Macao and China)
Registered address: No. 2638, Renmin Road, Fuqiang community, Baimahu street, Wuling District, Changde City, Hunan Province
Main office location: No. 68, Jinzhou Avenue, Lugu high tech Zone, Changsha, Hunan
Legal representative: Gao Yi
Registered capital: 718765340 yuan
Main business: it is mainly engaged in the retail business of drugs, health products, health food, medical devices, personal care products and daily convenience products related to health. Yifeng pharmaceutical, a subsidiary, as the company's internal centralized procurement platform, takes into account a small amount of foreign drug wholesale business.
Controlling shareholder and actual controller: Yifeng Pharmacy Chain Co.Ltd(603939) the controlling shareholder is Jikang enterprise management partnership (limited partnership) in Ningbo Meishan free trade port area, and the actual controller is natural person Gao Yi. The specific shareholding is as follows:
2. Yifeng Pharmacy Chain Co.Ltd(603939) is a national large-scale drug retail chain enterprise (chain pharmacies listed on the main board of Shanghai Stock Exchange in China). Founded in June 2001, the company has successively arranged major health business forms such as pharmaceutical retail, pharmaceutical wholesale, production and sales of traditional Chinese medicine decoction pieces, chronic disease management, Internet hospital, medical project investment and medical science and technology development, and has been rated as China's top health enterprise
China's top 500 listed companies. As of January September 2021, Yifeng Pharmacy Chain Co.Ltd(603939) achieved operating income of 109.38 yuan
Billion yuan, a net profit attributable to shareholders of listed companies of 696million yuan. As of September 30, 2021, Yifeng
The total assets of the pharmacy are 15.666 billion yuan, the net assets are 7.277 billion yuan, and the number of stores is 7246 (including 877 franchise stores)
5218 pharmacies have obtained the qualification of "designated retail pharmacies for medical insurance" (including 714 designated stores for overall medical insurance for extra chronic diseases).
3. Description of related relationship
Mr. Li Zhenguo, the controlling shareholder and chairman of the company, signed the stock transfer agreement on Jiuzhitang Co.Ltd(000989) with Yifeng Pharmacy Chain Co.Ltd(603939) on April 23, 2022. Mr. Li Zhenguo plans to transfer 5% of the company's shares held by him to Yifeng Pharmacy Chain Co.Ltd(603939) , and the agreement is being implemented. According to the agreement, Yifeng pharmacy may become more than 5% of the shareholders of the company in the next 12 months, so Yifeng Pharmacy Chain Co.Ltd(603939) is the affiliated legal person of the company. At the same time, considering that Mr. Li Zhenguo is the chairman of the company and that he and Yifeng Pharmacy Chain Co.Ltd(603939) are carrying out transfer transactions involving the company's shares, according to the provisions of the stock listing rules, this transaction constitutes a connected transaction, and Mr. Li Zhenguo, the chairman of the board, avoided voting at the meetings of the board of directors and the general meeting of shareholders when considering this transaction.
4. As of the disclosure date of this announcement, Yifeng Pharmacy Chain Co.Ltd(603939) does not belong to the dishonest executee.
3、 Basic information of related party transactions
1. Subject matter of transaction
51% equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd
2. Basic information of the target company
(1) Name of target company: Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd
Registration No.: 339, West Zipo Road, high tech Development Zone, Changsha
Legal representative: Guo Caihong
Registered capital: 35 million yuan
Main business: mainly engaged in the sales of drugs, health products, medical devices, daily necessities, food, cosmetics, sanitary products, etc.
The target company does not belong to the dishonest executee.
(2) Shareholders of the target company (before this transaction)
Name of investor subscribed capital contribution (10000 yuan) proportion of paid in capital contribution (10000 yuan) in registered capital
Jiuzhitang Co.Ltd(000989) 3450 3450 985714%
Li Kejun 50 1.4286%
Mr. Li Kejun, the shareholder, has signed a written document to waive the preemptive right.
(3) Subsidiaries of the target company
① Hunan Jiuzhitang Co.Ltd(000989) retail chain Co., Ltd. was established in 2001 with a registered capital of 10 million yuan
The company is mainly engaged in drug retail, and the shareholders are as follows (before this transaction):
Name of investor subscribed capital contribution (10000 yuan) proportion of paid in capital contribution (10000 yuan) in registered capital
Jiuzhitang Co.Ltd(000989) 100 100 10%
Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. 900 90%
② Changde Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. was established in 2000 with a registered capital of 10.62 million yuan,
The main business is drug wholesale, and the shareholders are as follows (before this transaction):
Name of investor subscribed capital contribution (10000 yuan) proportion of paid in capital contribution (10000 yuan) in registered capital
Jiuzhitang Co.Ltd(000989) 106.2 106.2 10%
Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. 955.8 955.8 90%
(4) Description of ownership
The 51% equity of Jiuzhitang Co.Ltd(000989) pharmaceutical, the subject of this transaction, has clear ownership, and there is no mortgage, pledge or
Other third-party rights, there are no major disputes, litigation or arbitration involving relevant assets, and there are no judicial measures such as seizure and seizure.
3. Main financial data of the target company (unit: 10000 yuan)
Rongcheng Certified Public Accountants (special general partnership) has the qualification to engage in Securities and futures related business and has engaged in securities service business to audit the target company. The financial data of the latest year has been audited by Rongcheng Certified Public Accountants (special general partnership). The financial data of the latest period is still in the process of audit, and the company will disclose it in time after the audit is completed.
Project December 31, 2021 (audited) March 31, 2022 (Unaudited)
Total assets 50971285536232
Total liabilities 36928624098681
Net assets 14042661437551
Project from January 1, 2021 to December 31, 2021 (audited) January 1, 2022 to March 31, 2022 (Unaudited)
Operating income 104362162640388
Operating profit 125397 302.82
Net profit 842.18 269.41
Operating activities 4245.5 136932
Cash flow generated
Net volume
4. Assessment
Shanghai Dongzhou Assets Appraisal Co., Ltd., which is qualified to engage in Securities and futures related business and has been engaged in securities service business, conducted an appraisal on all shareholders' rights and interests of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. involved in the proposed equity transfer
After the assets appraisal, the appraisal company issued the report on the estimation of the value of all shareholders' equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. (Dongzhou Zhizhen Zi [2022] No. 0003). The complete evaluation report is in the process of evaluation and preparation. After the completion of the evaluation, the company will disclose the evaluation report in time. If there is a major adjustment between the final evaluation report and the evaluation notice, the company will make a special explanation and disclose it in time.
Appraisal object: the value of all shareholders' equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd.
Appraisal scope: all assets and liabilities of the appraised entity, including current assets, non current assets (long-term equity investment, fixed assets, construction in progress, intangible assets, long-term deferred expenses, deferred income tax assets, other non current assets), current liabilities and non current liabilities.
Benchmark date: December 31, 2021
Value type: market value
Appraisal method: income method
Appraisal conclusion: all shareholders' equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. as of December 31, 2021
The estimated value is 390 million yuan.
5. Other instructions
(1) There is no transfer of creditor's rights and debts in this transaction.
(2) The company does not provide guarantee, financial assistance, entrust the target company with financial management, or occupy the funds of the listed company by other target companies.
(3) As of the date of this announcement, Jiuzhitang Co.Ltd(000989) Pharmaceutical (including its subsidiaries) owed 114 million yuan to the company, which was incurred by the company to support its daily production, operation and management during the period when Jiuzhitang Co.Ltd(000989) pharmaceutical was the holding subsidiary of the company Jiuzhitang Co.Ltd(000989) pharmaceutical shall repay the above transaction funds through its own or self raised funds within 6 months after the signing of this agreement, that is, before the transaction funds are fully paid, so as to solve the problem of occupation of non operating funds caused by the transaction.
4、 Pricing policy and basis of related party transactions
The transaction price is based on the audit report issued by the audit institution and asset evaluation institution qualified to engage in Securities and futures business and the evaluation results confirmed in the evaluation report, which shall be determined by both parties through negotiation according to the audit report and evaluation results. The equity transfer follows the principle of fairness, and the pricing is fair and reasonable.
5、 Main contents of related party transaction agreement
In the framework agreement on equity transfer, Party A is Yifeng Pharmacy Chain Co.Ltd(603939) , and Party B is the company.
1. Party B transfers to party a 51% equity of Hunan Jiuzhitang Co.Ltd(000989) Pharmaceutical Co., Ltd. and all rights and interests corresponding to this part of equity. After the transfer, the capital contribution of the subject company is:
Proportion of shareholders' capital contribution (10000 yuan) in registered capital
Yifeng Pharmacy Chain Co.Ltd(603939) 1785 51%
Jiuzhitang Co.Ltd(000989) 1665 475714%
Li Kejun
