Core Viewpoint - The company plans to increase its capital in its wholly-owned subsidiary, Anhui Haoyuan Pharmaceutical Co., Ltd., through a debt-to-equity conversion to alleviate financial pressure and optimize its capital structure [4][6][7]. Summary by Sections 1. Basic Situation of the Capital Increase - The company has formed a fundraising debt of RMB 40 million from Anhui Haoyuan due to the completion of the "Anhui Haoyuan Biological Pharmaceutical R&D Center Construction Project" in 2021 [1]. - For the "Anhui Haoyuan Annual Production of 121.095 Tons of Pharmaceutical Raw Materials and Intermediates Construction Project (Phase I)," the company has a fundraising debt of RMB 527.26 million and a self-funding debt of RMB 164.53 million [2]. 2. Approval Process - The company’s board of directors approved the use of RMB 180 million of raised funds for capital increase on July 12, 2021, and later approved a debt-to-equity conversion of RMB 200 million on March 22, 2024 [3][4]. 3. Purpose and Impact of the Capital Increase - The capital increase aims to relieve Anhui Haoyuan's financial pressure, optimize its asset-liability structure, and enhance its competitive strength [6][7]. - After the capital increase, Anhui Haoyuan's registered capital will rise from RMB 400 million to RMB 800 million, and it will remain a wholly-owned subsidiary of the company [4][7]. 4. Financial Situation of Anhui Haoyuan - As of the end of the first quarter of 2024, Anhui Haoyuan's total assets were RMB 797.34 million, total liabilities were RMB 584.89 million, and net profit was -RMB 113.37 million [6]. 5. Opinions from the Board and Supervisory Committee - The board and supervisory committee agree that the debt-to-equity conversion will not harm the interests of the company or its shareholders, particularly minority shareholders [7][8].
皓元医药: 民生证券股份有限公司关于上海皓元医药股份有限公司以债转股方式向全资子公司增资的核查意见