Does Nanda Pharmaceutical have a major debt repayment risk?Eddie Pharmaceutical Reply to inquiry letter

On July 25, 2022, the Science and Technology Board Company Eddie Pharmaceutical (688488.SH) issued a reply announcement on foreign investment inquiry letters.

On July 19, 2022, the "Inquiry Letter on Inquiry on Foreign Investment of Jiangsu Eddie Pharmaceutical Co., Ltd." issued by the Shanghai Stock Exchange (inquiry letter of foreign investment "(Shanghai Securities Innovation Letter [2022] No. 0191), the company's letter was concerned about Related issues have been carefully checked and implemented, and the relevant questions are responded as follows:

The background and significance of the company's foreign investment are as follows:

1. The background of this foreign investment

The human protein business is one of the main business of the company. The company has technical barriers, resource network advantages, scale production advantages, and raw materials control advantages in this field. During the historical period, the company's human protein rough product business provided a stable cash flow for the company's development, and provided a solid foundation for the company to increase the investment in new drug research and development. With the continuous reduction of the company's original protein rough product scale, the company's foreign investment is a necessary measure to actively seek business breakthroughs.

2. The significance of this external investment

After this investment, the company will have a long -term strategic cooperation with Nanda Pharmaceutical. The two parties have formed a number of consensus on the direction of cooperation and the content of cooperation in the early stage. Since the board of directors has reviewed and approved investment matters, as of the disclosure date of this reply letter, the two parties have signed " The "Strategic Cooperation Agreement", the "Strategic Cooperation Agreement" will take effect after being signed. The two parties will cooperate in the following aspects:

(1) Purchase and sale business

According to the "Strategic Cooperation Agreement", Nanda Pharmaceutical will prioritize the purchase of rough urine kinase from Eddie Pharmaceutical. Eddie Pharmaceutical should give priority to providing rough urine enzymes to Nanda Pharmaceutical. Both parties shall sign the purchase and sale agreement or order of urine excitement coarse products based on the principle of marketization. Under the premise that the supply price of Eddie Pharmaceuticals is not higher than the supply price of similar products in the market, Nanda Pharmaceutical should prioritize the purchase of urine kinase coarse products from Eddie Pharmaceutical And the proportion of procurement shares should reach more than 50%.

(2) Cooperation of innovative urine excitement purification technology

According to the "Strategic Cooperation Agreement", Eddie Pharmaceutical outputs innovative urine -based purification technology to Nanda Pharmaceutical to promote the improvement of production efficiency of Nanda Pharmaceuticals, further optimize product quality, and consolidate the competitive barriers of Nanda Pharmaceutical urinary enzyme products.

(3) Elimination and cooperation of product production capacity such as urine excitement preparations

According to the "Strategic Cooperation Agreement", Eddie Pharmaceutical provides commissioned processing services to Nanda Pharmaceuticals and other products to meet the development demands of Nanda Pharmaceutical.

(4) Development and cooperation between the cerebral infarction thrilling market of urine excitement preparation

According to the "Strategic Cooperation Agreement", Eddie Pharmaceutical assisted Nanda Pharmaceuticals to further develop market opportunities in the cerebral infarction thrombolytic market. Nanda Pharmaceuticals granted the national sales agency rights of Eddie Pharmaceutical injection of urinary enzyme preparations (500,000 units). The two parties agreed that the sales model and existing agency system of the Nanda Pharmaceutical Entry Enzyme preparations (10,000 units, 100,000 units, and 250,000 units) remained unchanged.

The above cooperation direction has a strategic significance of promoting the development of the two parties and its mutual benefit; the above cooperation is conducive to the company's further enhanced operating income and profit scale, and the company's long -term development. Through this investment of 19.9646%of Nanda Pharmaceuticals, the cooperation between the two parties will be closer, more stable, and can guarantee the realization of cooperation.

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

Eddie Pharmaceutical replied that in recent years, the comparable transaction cases in the market that have occurred in the market in recent years can be different. Because Nanda Pharmaceuticals is a domestic pharmaceutical company, the main business of the recent A -share capital market transaction is the main business of drugs or related transactions. Pharmaceutical companies that produce and sell for preparations.

Zhendong Pharmaceutical Sale of Beijing Zhendong Langdi Pharmaceutical Co., Ltd.: The P / E ratio is based on Beijing Zhendong Langdi Pharmaceutical Co., Ltd.'s net profit of 35,698,100 yuan in 2020.

The price -earnings ratio corresponding to this transaction valuation is 13.91 times, and the average price -earnings ratio of comparable transaction cases in the same industry is 13.78 times. The P / E ratio corresponding to the valuation of this transaction is reasonable and fair; The rate is 780.71%, and the average book of the same industry in the same industry is 1,046.14%of the valuation rate of net assets. The valuation rate of the book assets corresponding to the valuation of this transaction is reasonable and fair.

The valuation rate of this transaction is relatively high, mainly due to the relatively low level of net assets of Nanda Pharmaceuticals. It is due to the long -established establishment of Nanda Pharmaceuticals, the difficulty of operating in the history of the year, and the large number of unpreceding profits. At present, the main sales products of Nanda Pharmaceuticals are injecting urine excitement and small molecular heparin sodium sodium drugs. They have a good market size and market prospects. Recently, the operating performance has improved significantly and continued to improve. The valuation of this transaction is fair, and there is no significant difference in comparable transactions in the same industry, and the premium rate is highly rational.

The main assets of Nanda Pharmaceutical in the last year and first phase are composed of monetary funds, accounts receivable, inventory and fixed assets, accounting for more than 95%. Nanda Pharmaceutical's assets are mainly mobile assets; The main liabilities of one year and first phase include account payable and long -term payment, accounting for more than 80%. The liabilities of Nanda Pharmaceuticals are mainly operating account payables such as raw material procurement, and due to the difficulty of operating in the previous year. Shareholders and other related parties borrowed.

The assets of Nanda Pharmaceuticals are mainly mobile assets. There is no financial institution liabilities with a clear expiration date in liabilities, and there is no liabilities such as bank loans. Nanda Pharmaceutical organizes production and procurement based on sales plans, and the account payable formed in the procurement has obtained a reasonable credit period. It is expected that it can realize the sales of related product sales and obtain sufficient repayment to pay suppliers during the credit period of the supplier. The main liquid assets can cover the main liabilities and have better monetization ability.

Due to the earlier establishment of Nanda Pharmaceuticals, there are difficulties in operating difficulties in the history of the year, and there are large undistributed profits negative amounts, which makes the total assets and net assets relatively low, highlighting the high liabilities, resulting in the asset liabilities of Nanda Pharmaceuticals, the asset liabilities of Nanda Pharmaceuticals The rate is relatively high. On December 31, 2021, and April 30, 2022, the asset -liability ratio was 86.05%and 80.79%, respectively. With the improvement of operating conditions in recent years, the asset -liability ratio has decreased year by year.

Nanda Pharmaceutical's main sales products are injection of urine excitement and small molecular heparin sodium sodium drugs. Among them, the domestic market share of urine excitement is high, and it has an injection of urine excitement ingredients to the complete production chain of the preparation. With the release and development of urine kinase market in recent years, the operating performance of Nanda Pharmaceutical has achieved steady growth and continuous improvement, and the debt repayment capacity has been further enhanced. need.

Based on the above, Nanda Pharmaceutical has the ability to continue operating and self -hematopoiesis, and there is no major debt -reimbursement risk.

The company does not assume debt repayment obligations in this transaction.

After verification, the sponsor believes:

1. The valuation method of this transaction is the market method, comparing the valuation object to comparable to the listed company and then determine the valuation object value. The valuation assumption is the public market assumption, continuous operation assumptions, etc. The important parameters of valuations are tax -interest depreciation and pre -amortized profits (EBITDA), lack of liquidity discount rate, and corporate value multiple (EV/EBITDA ratio). During the valuation process, comparable to listed companies Haipuri (002399.SZ), Qianhong Pharmaceutical (002550.SZ), Dongcheng Pharmaceutical (002675.SZ), using the lack of liquidity discount rate 44.30%, the corporate enterprise after the correction was obtained. The average arithmetic value of value multiple (EV/EBITDA ratio) is 13.71, and Nanda Pharmaceuticals was 33.9861 million yuan in 2021, so the overall value (EV) of Nanda Pharmaceutical Enterprise (EV) was 46,594,400 yuan. After the project, the total equity value of the shareholders of Nanda Pharmaceutical was 433 million yuan.

2. Acquisition Anhui Steel Pharmaceutical Co., Ltd., Huaren Pharmaceutical (300110.SZ) for the acquisition of Guangxi Yuyuan Pharmaceutical Co., Ltd., Jingxin Pharmaceutical (002020.sz) Compared with transaction valuations such as Pharmaceutical Co., Ltd., Zhendong Pharmaceutical (300158.SZ), the sales valuation rate of the net assets corresponding to the valuation of the transaction valuation in this transaction valuation is in the median interval.

3. Due to the earlier establishment of Nanda Pharmaceuticals, there are difficulties in operating difficulties in the historical year, and there is a large amount of undistributed profit negative amount, which makes the total assets and net assets relatively low. The asset -liability ratio is relatively high, and the asset -liability ratios on April 30, 2022 and April 30, 2022 were 86.05%and 80.79%, respectively. With the improvement of operating conditions in recent years, the asset -liability ratio has decreased year by year, and listed companies have not assumed debt repayment obligations in this transaction.

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