Analyze the core competitiveness of Nanda Pharmaceutical?Eddie Pharmaceutical Collection on the Stock Exchange Inquiry Letter

On July 19, 2022, the Science and Technology Board Company Eddie Pharmaceutical (688488.SH) issued an announcement on receiving the inquiry letter from the Shanghai Stock Exchange.

On July 19, 2022, the company disclosed the "Announcement on Investment on Foreign Investment" that the company intends to use its own funds to buy it from Jiangsu Shengfeng Medical Technology Co., Ltd. (hereinafter referred to as Shengfeng Medical). Pharmaceutical Co., Ltd. (hereinafter referred to as Nanda Pharmaceutical) 19.9646%of its equity.

Nanda Pharmaceuticals mainly sell products such as injection urine kinase. After this investment, Nanda Pharmaceutical will become the company's shareholding company, and the company has become the second largest shareholder of Nanda Pharmaceutical.

After the post -after review, according to Article 14.1.1 of the "Listing Rules for the Listing of the Stocks of the Shanghai Stock Exchange", the Shanghai Stock Exchange required the company to verify and disclose the following information as follows.

1. The announcement disclosed that as of the end of April 2022, the net assets of Nanda Pharmaceutical's unveiled book were 489.09 million yuan and the asset -liability ratio was 80.79%; The premium rate was 780.71%.

The Shanghai Stock Exchange requires the company to supplement disclosure: (1) The valuation method, valuation assumption, valuation parameter of this transaction to form a specific calculation process for the transaction valuation; The fairness of the value, the reasons and rationality of the high valuation rate and the high valuation rate; (3) the main assets and liabilities of Nanda Pharmaceutical, analyze the reasons for the higher liability ratio of Nanda Pharmaceutical assets, and indicate whether there is a major debt repayment in Nanda Pharmaceuticals. Risk, whether the company has the obligation to repay debt in this transaction.

2. The announcement disclosed that after the transaction, the company obtained 19.9646%of Nanda Pharmaceutical's equity. Nanda Pharmaceutical was not included in the scope of the company's merger statement, and the transaction payment was paid at one time.

The Shanghai Stock Exchange requires the company to add disclosure: (1) the reason why the company has not acquired Nanda Pharmaceutical's control; , Supervisor or senior management personnel; (3) The reasons for the failure of installment payment or performance assessment goals for this transaction, as well as specific measures to ensure the safety of investment funds and recyclable; (4) combined In the ratio of the balance of monetary funds (deducting unused funds), analyzes the impact of the investment in the company's daily operations and fundraising projects.

3. Announcement disclosed that Nanda Pharmaceutical Co., Ltd. mainly produces and sells products such as injection of urine kinases, and has an injection of urine excitement ingredients to the complete production chain with the preparation. Public information shows that in July 2022, the centralized procurement center of Hebei Provincial Medical and Drug Instruments rated Nanda Pharmaceuticals as "general dishonesty" enterprises.

The Shanghai Stock Exchange requires the company to add disclosure:

(1) In the past three years, the company's production capacity, sales revenue and major customers of urine kinase rough products show whether the company and Nanda Pharmaceutical have cooperative history such as product purchase and sales, business exchanges; The sales revenue and market share of the product, combined with the market space, competition pattern of the product, and the status of the R & D team of Nanda Pharmaceuticals, analyze the core competitiveness of Nanda Pharmaceuticals; The reason is the specific impact of the sale of urinary enzyme products for injection.

4. Announcement disclosed that the company's existing products include rough urinestart enzymes. After this transaction, the company will provide rough urine enzymes to Nanda Pharmaceuticals and conduct in -depth cooperation in preparation production and sales. (1) The scale of the potential procurement demand for urine excitement products in Nanda Pharmaceutical and the production capacity of the company's urine excitement coarse product is expected to form the amount of orders, the expected period of cooperation, and the impact of the company's performance and the maintenance of the original customer; (2) In addition to the product purchase and sales, the two parties intend to carry out the specific fields and cooperation models of cooperation, and whether there are other transactions or funding arrangements that have nothing to do with daily operations.

5. The announcement disclosed that the other party was Shengfeng Medical. The original holding of Nanda Pharmaceuticals was 36.251 million yuan in capital, accounting for 60.358%of Nanda Pharmaceutical's capital contribution. Public information shows that Shengfeng Medical pledged the equity of the Nanda Pharmaceutical Industry in March 2022. The corresponding capital contribution of the pledged equity was RMB 21,750,600, accounting for 60.00%of its equity. Technology Co., Ltd. and Jiangxi Haoran Biopharmaceutical Co., Ltd..

The Shanghai Stock Exchange requires the company to supplement disclosure: (1) the actual controller and background information of Shengfeng Medical, the reasons and pledge period for the equity of Shengfeng Medical pledged Nanda Pharmaceuticals; Or other rights burdens; (3) If the relevant pledgee exercises the pledge, whether the cooperation between Nanda Pharmaceutical's control and the follow -up cooperation of the company and Nanda Pharmaceutical will constitute a potential adverse effect.

The Shanghai Stock Exchange requires the company's independent directors to express their opinions one by one. At the same time, the company's sponsorship agency Huatai United Securities Co., Ltd. has verified the relevant transactions and issued opinions one by one.

The Shanghai Stock Exchange asked the company to disclose immediately after receiving this inquiry letter, and disclosed the company and sponsors' response to the above issues before July 26, 2022. "

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