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达仁堂: 达仁堂关于签署《股权托管协议》暨关联交易的公告
Zheng Quan Zhi Xing· 2025-06-20 09:19
Group 1 - The company plans to sign a "Equity Custody Agreement" with Tianjin Pharmaceutical Asset Management Co., Ltd. to enhance business synergy with pharmacy chains and improve market competitiveness and sustainable development capabilities [1][2] - The agreement involves entrusting the company with the management of 100% equity rights of Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd. for a period of three years, with an annual management fee of 100,000 RMB, totaling 300,000 RMB over the three years, which is 0.004% of the company's latest audited net assets [2][3] - The transaction constitutes a related party transaction as Tianjin Pharmaceutical Asset Management is a wholly-owned subsidiary of the company's controlling shareholder, Tianjin Pharmaceutical Group [2][3] Group 2 - The financial data of Tianjin Pharmaceutical Asset Management shows total assets of 1,183,345.28 million RMB and a net loss of 43,771.07 million RMB as of December 31, 2024 [3] - The target company, Tianjin Pharmaceutical Group Tianyi Hall Chain Co., Ltd., has total assets of 2,518.06 million RMB and a net profit of -1,142.74 million RMB for the last audited year [3][5] - The pricing policy for the transaction was determined based on the resources the company intends to invest and follows principles of voluntariness, fairness, and justice, ensuring no harm to the interests of the company and non-related shareholders [5][6] Group 3 - The main terms of the "Equity Custody Agreement" include the company acting as the custodian of the equity, with the right to manage and exercise shareholder rights on behalf of Tianjin Pharmaceutical Asset Management [6][7] - The agreement stipulates that Tianjin Pharmaceutical Asset Management will bear all investment and operational risks during the custody period, and the company will not be liable for any losses incurred [8][9] - The transaction is expected to enhance resource coordination and operational quality of the target company, without affecting the company's consolidated financial statements or operational independence [11][12] Group 4 - The board of directors approved the related party transaction, with related directors abstaining from voting, and independent directors expressing agreement [11][12] - Historical related party transactions in the past 12 months amounted to 17,327,500 RMB, representing 0.22% of the company's latest audited net assets [12][13]
ST尔雅: 关于出售资产的进展公告
Zheng Quan Zhi Xing· 2025-06-20 09:18
Group 1 - The company plans to sell 100% equity of its subsidiary, Qinghai Zhongyou Health Huijia Pharmaceutical Chain Co., Ltd., to Jilin Zhiyu Technology Co., Ltd. for a price of 100 million RMB [1] - The company has received 70 million RMB of the equity transfer payment and has transferred 51% of the equity to Zhiyu Technology, but due to the failure of Zhiyu Technology to pay the remaining amount, the company has filed a lawsuit [2] - On June 9, 2025, Zhiyu Technology paid 20 million RMB to the court account as part of the equity transfer payment [2][3] Group 2 - Qinghai Huijia has completed the industrial and commercial change and is now a wholly-owned subsidiary of Zhiyu Technology [2] - The company has received 20 million RMB from the Huangshi City Xiaolu District People's Court [3] - Qinghai Huijia has made the first payment to the company as per the settlement agreement regarding previous borrowings [3]
健之佳医药连锁集团股份有限公司关于公司对五家全资子公司增资的进展公告
Group 1: Capital Increase Announcement - The company approved a capital increase of 466 million yuan for five wholly-owned subsidiaries to support operational development [1] - The subsidiaries involved are Yunnan Jianzhijia Medical Service Co., Yunnan Jianzhijia Chongqing Qinkang Pharmaceutical Co., Liaoning Jianzhijia Pharmaceutical Co., Hebei Tangren Pharmaceutical Co., and Hebei Jianzhijia Tangren Chain Pharmacy Co. [1] - The capital increase will be completed within one year after the board's approval [1] Group 2: Guarantee for Subsidiary - The company provided a guarantee of 20 million yuan for its wholly-owned subsidiary, Yunnan Jianzhijia Chain Health Pharmacy Co. [4] - As of the announcement date, the total guarantees provided by the company for the subsidiary amounted to 531.57 million yuan [4] - The company has no overdue external guarantees, and all guarantees are for wholly-owned subsidiaries [4][10] Group 3: Guarantee Details - The company signed a maximum guarantee contract with Fudian Bank for a credit limit of 20 million yuan for the subsidiary [5] - The total credit limit for the company and its subsidiaries is capped at 8 billion yuan, with specific allocations for operational and project financing [6][7] - The guarantees are intended to support the subsidiary's operational development and improve overall financing efficiency [9]
一心堂: 关于全资子公司贵州鸿翔一心堂医药连锁有限公司对外投资取得土地使用权及其地上附着物的进展公告
Zheng Quan Zhi Xing· 2025-06-13 10:07
Core Viewpoint - Yixin Pharmaceutical Group Co., Ltd. has approved an investment by its wholly-owned subsidiary, Guizhou Hongxiang Yixintang Pharmaceutical Chain Co., Ltd., to acquire land use rights and associated structures for a total investment of RMB 32.8 million [2]. Group 1: Investment Details - The investment involves acquiring land use rights and buildings located at No. 13, Longdongbao Food Industrial Park, Nanning District, Guiyang City, which has a building area of 17,521.25 square meters [2]. - The total area of the land parcel is 26,122.49 square meters, designated for industrial use [2][4]. - The land use rights are granted for a period starting from January 15, 2014, to January 15, 2064 [4]. Group 2: Legal and Administrative Aspects - The land use rights have been officially registered, and the company has obtained the "People's Republic of China Real Estate Property Certificate" for the property [2]. - The rights are classified as state-owned construction land use rights with a transfer nature [2].
健之佳: 北京德恒(昆明)律师事务所关于健之佳医药连锁集团股份有限公司差异化分红事项的法律意见
Zheng Quan Zhi Xing· 2025-06-11 12:35
Core Viewpoint - The legal opinion from Beijing DeHeng Law Offices confirms that the differentiated dividend distribution plan of Jianzhijia Pharmaceutical Chain Group Co., Ltd. complies with relevant laws and regulations, ensuring no harm to the interests of the company and its shareholders [6]. Group 1: Reasons for Differentiated Dividend - Jianzhijia held its sixth board meeting on June 20, 2024, approving a share repurchase plan using self-owned funds to maintain company value and shareholder rights, with 1,143,260 shares repurchased by the announcement date [2]. - A subsequent board meeting on September 19, 2024, approved another share repurchase plan, resulting in an additional 903,400 shares repurchased [4]. - On October 29, 2024, a third board meeting approved a plan to repurchase 4,338,200 shares, totaling 6,384,860 shares that will not participate in profit distribution [4]. Group 2: Differentiated Dividend Plan - The company plans to distribute a cash dividend of RMB 11.00 per 10 shares (including tax) based on the total share capital minus the repurchased shares, resulting in a total of 162,973,874.80 RMB to be distributed [5]. - The total share capital as of the legal opinion date is 154,542,928 shares, with 6,384,860 shares excluded from the distribution, leading to 148,158,068 shares participating in the dividend [5]. Group 3: Calculation Basis for Differentiated Dividend - The reference price for ex-dividend is calculated as approximately 22.0500 RMB per share, based on the closing price of 23.15 RMB minus the cash dividend [5]. - The virtual distribution calculation shows a minor impact on the ex-dividend reference price, estimated at approximately 0.2059% [5]. Group 4: Conclusion - The legal opinion concludes that the differentiated dividend distribution plan is in accordance with the Company Law, Securities Law, and relevant regulations, ensuring no detriment to the company or its shareholders [6].
健之佳: 2024年年度权益分派实施公告
Zheng Quan Zhi Xing· 2025-06-11 12:15
Core Points - The company announced a cash dividend of 1.10 RMB per share for A shares [1][3] - The total cash dividend to be distributed amounts to approximately 162.97 million RMB, based on the total shares eligible for distribution [3][4] Dividend Distribution Details - The record date for the dividend is set for June 17, 2025, with the last trading day and ex-dividend date both on June 18, 2025 [3][5] - The total share capital of the company is 154,542,928 shares, with 6,384,860 shares in the repurchase account, resulting in 148,158,068 shares eligible for the dividend [3][4] - The cash dividend distribution will not include shares held in the repurchase account [5] Tax Implications - For individual shareholders holding shares for over one year, the dividend income is exempt from personal income tax, resulting in a net cash dividend of 1.10 RMB per share [7] - For shares held for one year or less, the company will not withhold personal income tax at the time of distribution, but tax will be calculated upon the sale of the shares [7][8] - For qualified foreign institutional investors (QFII), a 10% corporate income tax will be withheld, leading to a net cash dividend of 0.99 RMB per share [8]
湖北美尔雅股份有限公司关于出售资产的进展公告
Group 1 - The company plans to sell 100% equity of its subsidiary, Qinghai Zhongyou Health Huijia Pharmaceutical Chain Co., Ltd., to Jilin Province Zhiyu Technology Co., Ltd. for a price of 100 million RMB [2] - The company has received 70 million RMB of the equity transfer payment and transferred 51% of the equity to Zhiyu Technology, but due to the failure of Zhiyu Technology to pay the remaining amount, the company has filed a lawsuit [3] - The company provided loans totaling 14.6 million RMB to Qinghai Huijia during its operation, which are to be repaid by December 31, 2024, but due to non-repayment, the company has initiated arbitration [4] Group 2 - On June 9, 2025, Zhiyu Technology paid 20 million RMB of the equity transfer payment as per the civil mediation agreement, while Qinghai Huijia paid the first installment of 3,981,842 RMB to the company [5] - The company will cooperate with Zhiyu Technology to complete the equity and business registration changes and will urge Qinghai Huijia to fulfill its remaining payment obligations as per the settlement agreement [6]
华人健康再花3亿收购三家公司股权,持续扩张为何频遭股东减持
Xin Jing Bao· 2025-05-23 07:28
Core Viewpoint - Anhui Huaren Health Pharmaceutical Co., Ltd. plans to acquire equity stakes in three pharmacy chains for a total of 327 million yuan, aiming to enhance its market share and brand influence in East China [1][2] Group 1: Acquisition Details - The company intends to purchase 46.01% of Fujian Yangzuo Huimin Pharmaceutical Chain Co., Ltd. for 133.4 million yuan, 46.01% of Fujian Haihua Pharmaceutical Chain Co., Ltd. for 125.1 million yuan, and 70.01% of Tonglu Yishengtang Pharmacy Chain Co., Ltd. for 68.3 million yuan [2] - The funding for the acquisitions will come from the company's own funds and a change in the use of part of the raised funds, with 130 million yuan allocated for the acquisitions if approved [2] Group 2: Financial Performance and Valuation - The estimated revenue and net profit for the acquired companies in 2024 are as follows: Yangzuo Huimin 294 million yuan revenue and 5.615 million yuan net profit, Haihua Pharmaceutical 270 million yuan revenue and 11.056 million yuan net profit, and Yishengtang 96.46 million yuan revenue and 0.264 million yuan net profit [3] - The valuation increase rates for the acquired companies are significant: Yangzuo Huimin at 892.79%, Haihua Pharmaceutical at 1029.4%, and Yishengtang at 2350.84% [3] Group 3: Growth and Expansion - Since its listing in March 2023, the company has conducted 22 asset purchase transactions totaling over 1 billion yuan, with major investments including 876 million yuan for five significant equity investments [4] - The company has expanded its store count significantly, adding 440 stores in 2024, with a total of 1,774 stores by the end of the year [6] Group 4: Shareholder Activity - Despite the company's growth, it has faced significant shareholder sell-offs, with major shareholders reducing their stakes, including Alibaba Health and Huatai Health [7][8] - The company has stated that these sell-offs are based on the shareholders' operational and financial needs, and management remains confident in the company's future [8]
健之佳医药连锁集团股份有限公司2024年年度股东会决议公告
Meeting Overview - The annual general meeting of shareholders was held on May 21, 2025, at the company's headquarters in Kunming, Yunnan Province [2] - The meeting was convened by the board of directors and chaired by the chairman, Mr. Lan Bo, in compliance with the Company Law and the company's articles of association [2] Attendance and Voting - All 7 current directors and 3 supervisors attended the meeting, along with the board secretary and the general manager [3] - There were no rejected resolutions during the meeting [2] Resolutions Passed - The following resolutions were approved: - 2024 Annual Board Work Report [3] - 2024 Annual Supervisory Work Report [3] - 2024 Annual Independent Director Work Report [4] - 2024 Financial Settlement Report [4] - 2025 Financial Budget Plan [4] - 2024 Profit Distribution Plan [4] - Approval of the 2024 Annual Report and its summary [4] - Reappointment of the auditing firm for 2025 [4] - Approval for the company and its subsidiaries to apply for comprehensive credit lines and provide guarantees [4] - Approval of the estimated related party transactions for 2025 [5] Legal Verification - The meeting was witnessed by Beijing Deheng (Kunming) Law Firm, confirming that the meeting's convening, attendance, and voting procedures complied with legal and regulatory requirements [5]
华人健康: 关于变更募集资金用途的公告
Zheng Quan Zhi Xing· 2025-05-21 13:58
Core Viewpoint - The company has approved a change in the use of raised funds to enhance operational efficiency and align with its strategic development needs, specifically reallocating funds for acquisitions in the pharmaceutical retail sector [1][6][15]. Fundraising Overview - The company raised a total of RMB 974.56 million by issuing 60.01 million shares at RMB 16.24 per share, with a net amount of RMB 879.45 million after deducting issuance costs [1][2]. - The company has utilized RMB 25.72 million for marketing network construction and has remaining funds of RMB 26.46 million for this project as of May 8, 2025 [6][7]. Changes in Fund Usage - The company has decided to reallocate RMB 130.73 million from the marketing network construction project to acquire stakes in three pharmaceutical retail companies in Fujian and Zhejiang provinces [5][7]. - The new acquisitions include 46.01% of Yangzu Hui Min Pharmaceutical Chain for RMB 13.34 million, 46.01% of Haihua Pharmaceutical for RMB 12.51 million, and 70.01% of Tonglu Yishengtang for RMB 6.83 million [7][11]. Strategic Rationale - The change in fund usage is aimed at improving market share and brand influence in the East China region, aligning with the company's long-term strategic plan [7][9]. - The acquisitions are expected to enhance operational efficiency and market presence, leveraging the local advantages of the target companies [9][10]. Approval Process - The change in fund usage was approved by the company's board of directors, supervisory board, and audit committee, ensuring compliance with relevant regulations [6][15][16]. - The independent directors and sponsor have also confirmed that the decision aligns with the company's operational needs and does not harm shareholder interests [15][16][17].