Stock Code: 600100 stock abbreviation: Tsinghua Tongfang Co.Ltd(600100) Announcement No.: pro 2022-003
Bond Code: 163249 bond abbreviation: 20 Tongfang 01
Bond Code: 163371 bond abbreviation: 20 Tongfang 03
Tsinghua Tongfang Co.Ltd(600100)
Announcement on the company’s provision for asset impairment due to the sale of assets by the joint-stock Company Tiancheng International
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.
The 21st Meeting of the 8th board of directors and the 12th meeting of the 8th board of supervisors of Tsinghua Tongfang Co.Ltd(600100) (hereinafter referred to as “the company”) deliberated and adopted the proposal on the company’s provision for asset impairment due to the sale of assets by the joint-stock Company Tiancheng international. In accordance with the relevant provisions of the accounting standards for business enterprises and the company’s accounting policies, the company conducted an impairment test on the long-term equity investment of the joint-stock Company Tiancheng International Investment Co., Ltd. (hereinafter referred to as “Tiancheng international”), and made a corresponding provision for impairment of assets with signs of impairment according to the impairment test results. The specific situation is hereby announced as follows:
1、 Overview of the provision for asset impairment this time
In order to more truly and fairly reflect the company’s financial position as of December 31, 2021 and the operating results of 2021, based on the principle of prudence and the opinions of the annual audit institution, the company conducted an impairment test on the long-term equity investment of the participating Company Tiancheng international in accordance with the accounting standards for business enterprises, According to the impairment test results, the impairment reserves are accrued for the assets with signs of impairment.
2、 Description of the provision for impairment of long-term equity investment this time
The company directly holds 12.34% equity of Tiancheng international through Tongfang universal shaft Co., Ltd., an overseas wholly-owned subsidiary. Tongfang Laishi pharmaceutical industry investment (Guangdong) Co., Ltd. (hereinafter referred to as Tonglai Guangdong), a wholly-owned subsidiary of Tongfang financial holding (Shenzhen) Co., Ltd. (hereinafter referred to as “Tongfang financial holding”) and Shanghai Raas Blood Products Co.Ltd(002252) and other partners jointly established Tongfang Laishi pharmaceutical industry investment (Guangdong) Co., Ltd. (hereinafter referred to as “Tonglai Guangdong”, with Tongfang financial holding holding holding holding holding 51%). Tonglai Guangdong, through its wholly-owned subsidiary Tonglai International Investment Co., Ltd, Holds 11.43% equity of Tiancheng international. The company’s subsidiaries directly and indirectly hold a total of 18.17% equity of Tiancheng international.
Tiancheng international plans to sell 100% equity of its wholly-owned subsidiaries Naga UK TOPCO (hereinafter referred to as “Tiancheng UK”) and Tiancheng (Germany) Pharmaceutical Holdings Ag (hereinafter referred to as “Tiancheng Germany”). According to the relevant agreements of Tiancheng international on the transfer of Tiancheng UK and Tiancheng Germany, it is expected that this sale will cause large investment losses and major substantive changes will take place in its subsequent main businesses. Therefore, the company plans to make provision for asset value reduction for the long-term equity investment of Tiancheng international.
The company adopts the equity method to calculate the equity investment of Tiancheng international, and recognizes the investment income according to the shareholding proportion of the net profit of Tiancheng international. The difference between the book value of long-term equity investment after the confirmation of investment income and other changes in owner’s equity and the fair value share of Tiancheng International’s net assets at the end of the period is recognized as asset impairment loss. 3、 The impact of the provision for asset impairment on the company’s performance
The company estimates that the provision for impairment of long-term equity investment is about 270 million yuan, and the impact on the net profit attributable to the owner of the parent company in 2021 is about – 270 million yuan. The specific accounting treatment and affected amount shall still be subject to the results confirmed by the audit institution after the annual audit.
4、 Opinions of independent directors, audit and risk control committee and board of supervisors on the provision for impairment
1. Opinions of independent directors
The provision for asset impairment is made in accordance with the accounting standards for business enterprises and relevant accounting policies of the company. After the company has made provision for asset impairment, the financial statements can more truly and fairly reflect the company’s asset status and operating results, making the company’s accounting information about assets more reliable. The decision-making procedure for withdrawing the provision for asset impairment this time complies with the relevant provisions of relevant laws, regulations and the articles of association. There is no situation that damages the interests of the company and shareholders, especially the interests of minority shareholders. It is agreed that the company withdraw the provision for asset impairment this time.
2. Opinions of audit and risk control committee
The company’s provision for asset impairment this time is made in accordance with the accounting standards for business enterprises and relevant accounting policies of the company, with sufficient basis and in line with the requirements of laws and regulations. After the company withdraws the provision for asset impairment, the relevant financial statements can more truly and fairly reflect the current asset status and operating results of the company, make the company’s accounting information about assets more reliable, and agree with the company’s provision for asset impairment this time.
3. Opinions of the board of supervisors
The company’s provision for asset impairment this time complies with the relevant provisions of the accounting standards and the company’s accounting system. The basis is sufficient and the procedures are legal, which is conducive to a more true and fair reflection of the company’s financial situation. There is no damage to the interests of the company and all shareholders, especially small and medium-sized shareholders. We agree to the provision for asset impairment this time.
It is hereby announced.
Tsinghua Tongfang Co.Ltd(600100) board of directors January 25, 2022
