雷助吧雷达财经文|深海编
On June 18th, Guangyuyuan released a progress announcement regarding the performance commitment matters of the target company for the previous major asset restructuring.
On April 29, 2024, the company issued the “Announcement on the Performance Commitment Matters of the Target Company for the Previous Major Asset Restructuring”. The progress of the company’s commitment to the performance of the target company and the compensation agreement, along with the correction of the company’s previous accounting errors, is now announced as follows:
Taking into account the performance commitments, compensation agreements, and the company’s previous accounting error corrections, the number of shares held by Xi’an Dongsheng Group at present, after considering the impact of the 10-to-4 bonus issue, is 3.144 million shares. The cash amount to be compensated for the shortfall in shares is 853,639,700 yuan.
The company sent a notice to Dongsheng Group on May 7, 2024, regarding the shares cancellation and cash compensation related to the performance commitment, informing them of the actual completion of the performance commitment from 2016 to 2018, the number of shares to be compensated, and the amount of cash compensation. Dongsheng Group was requested to expeditiously complete internal decision-making procedures and fully cooperate with the company to complete the work of canceling the compensated shares and the cash compensation. They were urged to actively fulfill their commitment and complete the compensation obligations. Regarding the cash compensation that Dongsheng Group should pay, they are required to pay the necessary compensation within 30 working days after receiving the notice from the company regarding the shares cancellation and cash compensation.
According to the results obtained by Xi’an Dongsheng Group and the company’s separate inquiries to China Securities Depository and Clearing Corporation Limited, the shares held by Xi’an Dongsheng Group in the company are all pledged or judicially frozen. After confirming with Xi’an Dongsheng Group, the company does not have the objective conditions to repurchase and cancel the shares until the mandatory measures for the above-mentioned shares are lifted. In view of the above situation, the company is unable to repurchase and cancel the shares, and the total amount of cash compensation that Xi’an Dongsheng Group should compensate has been adjusted from the originally calculated 85,363,970 yuan to 93,359,100 yuan.
In addition, after adjusting the accounting errors from 2016 to 2018, the basis for impairment testing of Shanxi Guangyuyuan has changed, and it is necessary to retest the asset value at the end of the performance commitment period. The company has hired Shanxi Zhongxin Assets Appraisal Co., Ltd. to conduct a retrospective evaluation consultation on the total equity of Shanxi Guangyuyuan National Medicine Co., Ltd. as of December 31, 2018.
On May 30, 2024, Shanxi Zhongxin issued Consultation Report No. 052 on the retrospective evaluation of the shareholder’s total equity value of Shanxi Guangyuyuan National Medicine Co., Ltd. related to the performance compensation of the major asset restructuring by Guangyuyuan Traditional Chinese Medicine Co., Ltd. The evaluation conclusion is as follows: as of the evaluation consultation date of December 31, 2018, the equity value of the entire shareholders of Shanxi Guangyuyuan National Medicine Co., Ltd. after the income approach evaluation consultation is 2,175,437,800 yuan. The evaluation result of the 40% equity of Shanxi Guangyuyuan National Medicine Co., Ltd. is 870,175,100 yuan.
As of the date of this announcement, the company and Xi’an Dongsheng Group have not reached an agreement on the compensation amount. Dongsheng Group does not have the one-time cash payment capability in the short term, and the payment plan has not yet been formulated. The company will continue to maintain smooth communication with Xi’an Dongsheng Group, urging them to clarify the relevant matters as soon as possible and make the compensation payment before June 19. If an agreement cannot be reached or the compensation payment is not received on time, the company will promptly initiate legal recovery procedures to fully protect the rights and interests of the company and small and medium-sized investors, and fulfill the disclosure obligations in a timely manner according to relevant rules.
It is worth noting that on April 10, 2024, Guangyuyuan and the parties involved received the “Administrative Penalty Decision” ([2024] No. 1, 2, 3, 4, 5, 6, 7, 8) and “Market Entry Ban Decision” ([2024] No. 1) issued by the Shanxi Regulatory Bureau of the China Securities Regulatory Commission.
Based on the facts, nature, circumstances, and degree of social harm caused by the illegal acts of the parties, in accordance with Article 197, paragraph 2 of the Securities Law, the Shanxi Regulatory Bureau decided: to give a warning to Guangyuyuan and impose a fine of 8 million yuan. A warning was given to Zhang Bin and a fine of 5 million yuan was imposed. A warning was given to Fu Shuhong and a fine of 2.5 million yuan was imposed. A warning was given to Zhang Zhengzhi and a fine of 2.5 million yuan was imposed. A warning was given to Wang Junbo and a fine of 1 million yuan was imposed. A warning was given to Yang Hongfei and a fine of 800,000 yuan was imposed. A warning was given to Li Zhong and a fine of 800,000 yuan was imposed. A warning was given to Zhao Xuanmin and a fine of 500,000 yuan was imposed.
In response to this, Lawyer Yu Jun from Sichuan Dingzhong Law Firm told Radar Finance that, according to the Securities Law and related regulations, investors who suffer losses due to the improper conduct of listed companies can claim compensation. Investors who purchased Guangyuyuan shares between March 21, 2017, and December 28, 2023, and held them until the close of December 28, 2023, can sign up for the claim. To register, please follow the official account “雷助吧” (雷助码:66) to participate in the rights protection. No fees will be charged before receiving compensation.
Tianyancha shows that Guangyuyuan has participated in 17 bidding projects and has 2 patent information in terms of intellectual property. In addition, the company also holds three administrative licenses.
