Can Sanji Church save himself with a broken wrist?

Pharmaceutical Network June 12th, "Pharmaceutical s chemical" dual main industry development was frustrated, listed companies Sanji Tang seeking transformationOn June 3, Guizhou SanjiTang Pharmaceutical Industry Co., Ltd(hereinafter referred to as "Sanji Tang") announced that it will once again publicly list the transfer of 100% of the shares of Guizhou ChitianHuaYu Chemical Co., Ltd(hereinafter referred to as "Yu Chemical Industry").
The announcement said that from June 3, 2020, the Company will be publicly listed at the Sunshine Property Exchange in Guizhou to transfer 100% of the company's equity in Yanchemical (hereinafter referred to as "the underlying assets"), and the listing price will be adjusted from 93,333.62 million yuan to 84,0 RMB00.26 million, 10% lower than the first listing price, margin amount adjusted to 16 million yuan, listing date from June 3, 2020 to June 16, 2020, other trading terms remain unchanged.
It is understood that on March 30, this year, Sanji Tang through Guizhou Sunshine Property Exchange Co., Ltdpublic lying publicly to transfer the wholly-owned subsidiary Guizhou Chitianhuayu Chemical Co., Ltd100% of the equity, but as of April 13, 2020 the initial public listing expires, the listing transfer did not solicit the intention to transfer parties.
The transformation to the single main business of big health, the predecessor of The SanJi Tang was the Guizhou State-owned Assets Control Commission controlled by the Chitianhua Group's Chitianhua Co., LtdSince 2014, through equity transfer, asset restructuring and other means, Chitianhua transformed into a comprehensive company with Ding Linhong as the controller of the "Pharmaceutical s chemical industry" dual main development, and changed its name to SanJi ChurchOnce the listing of Yan chemical industry is completed, Sanji Hall will divest its chemical business and transform it into a listed company with the "Big Health" business as a single main business.
In fact, in its 2019 annual report released on April 29, San jitang said it intends to divest its fertilizer and chemical business, focus on the healthcare industry, achieve transformation and upgrading, improve the company's economic efficiency and enhance the company's market competitiveness.
It is reported that the main production of urea and methanol, is currently the largest nitrogen fertilizer enterprises in GuizhouAccording to the annual report, in 2019, the operating income of Yan chemical industry was RMB161,471.33 million, profit was RMB168,324.92 million, total assets were RMB268,623.76 million, and total liabilities amounted to RMB188,659.29 millionDuring the same period, Sanji Hall achieved revenue of RMB2,026,286,236.70, down 16.64% YoY, while net profit attributable to shareholders of listed companies was RMB1,709,715,926.23, a loss from a year earlier.
It can be seen that the vast majority of the profit loss of Sanji Hall is contributed by Yan Chemical.
In fact, in recent years, the performance of the Church has not been satisfactory The company's home-ownership net profit fell for seven years in a row before the acquisition of Sanji Temple Pharmaceuticals, The Times reported in 2019 After the acquisition was completed, the company's performance was saved by the pharmaceutical sector, with net profit rising to $199 million in 2018, the highest in a decade However, the 2019 annual report shows that the company is again losing money.
It is worth noting that, due to poor performance, Sanji Hall has also been exposed to the completion of the performance and false revenue On June 24, 2019, the SSE issued the Decision on The Punishment of Guizhou San Jitang Pharmaceutical Industry Co., Ltd and those responsible, stating that Sanji Hall had violated the violation of inflated revenue, false financial disclosure and inaccuracy, and had been disciplined.
In September 2016, Guizhou Chitianhua Co., Ltd (hereinafter referred to as Chitianhua) acquired 100% of the shares of Guizhou Sanjitang Pharmaceutical Co., Ltd (hereinafter referred to as Sanjitang Pharmaceutical s or the target company) controlled by the actual controller of the company and then-Chairman Ding Linhong.com(hereinafter referred to as Fishyang Company) through a major asset reorganization On September 6, 2016, the underlying company completed the registration of the change of equity and became a wholly owned subsidiary of Chitianhua On March 9, 2018, Chitianhua changed its name as "Guizhou San jitang Pharmaceutical Industry Co., Ltd."
Under the earnings forecast compensation agreement, Sanjitang Pharmaceuticals expects to achieve a net profit of at least 150 million yuan, 210 million yuan and 261 million yuan in 2016-2018 after deducting non-recurring gains and losses If SanjiTang Pharmaceuticals achieves a lower-than-performance commitment in the three fiscal years 2016-2018, the restructuring counterparty will meet its compensation obligations.
However, on December 29, 2017, the Guizhou Regulatory Bureau of the China Securities Regulatory Commission (hereinafter referred to as the Guizhou Securities Regulatory Commission) issued a Decision on Administrative Supervision Measures to SanJi Tang Guizhou Securities Regulatory Bureau on-site inspection found that in 2016, Sanjitang Pharmaceuticals through the logistics company to pay tax points, issued a non-transactional volume of transport invoicemanufactur transportation and sales process, and then borrowed from the majority shareholder to individuals, after multiple transfers to the San Jitang Pharmaceutical customer account, and then by the customer will transfer the funds to SanJiTang Pharmaceuticals to manufacture sales returns, a total of 3,733.48 million yuan in operating income, from the majority shareholdertonosis to provide funds back 8.7 million yuan In addition, through the sale to the salesman, the goods self-reference, and then by the majority shareholder to provide funds to the individual, after many transfers to the salesman account, the salesman will then transfer the funds back to SanJi Tang Pharmaceuticals as a way of selling back, inflated operating income of 1.5589 million yuan In addition, through the payment of tax points to suppliers to issue a transaction-free purchase invoice, manufacturing procurement into the warehouse, a total of 1.938 million yuan of fictitious raw materials and packaging On January 27, 2018, Sanji Tang said it had submitted a rectification report to the Guizhou Securities Regulatory Commission, and the relevant rectification work had been completed.
There are also irregularities in Sanji Hall that did not fully disclose the significant risks and subsequent progress of the sale of related assets, and the failure to disclose the suspension of production of the chemical subsidiary In this regard, on June 18, 2019, the Shanghai Stock Exchange publicly condemned Guizhou Sanjitang Pharmaceutical Industry Co., Ltd., the actual controller and then chairman of the company, Ding Linhong, Guizhou Fishyang Trading Co., Ltd., and criticized Wu Shanhua, then secretary and finance director of the board of directors.
Involved in illegal guarantees, bribery and other illegal acts unique, reporters combed found that the listed company still has illegal guarantees, bribery and other acts, many times received "letters of concern."
The most recent "concern" occurred on May 6, the Shanghai Stock Exchange issued "on Guizhou San jitang Pharmaceutical Industry Co., Ltd., Guizhou Chitianhua Group Co., Ltd and the relevant responsible persons to inform the criticism of the decision", said that the Sanji Tang and other notification of criticism of the punishment.
According to the announcement, on November 10, 2014 and November 26, 2014, San Jitang held board meetings and shareholders' meetings to consider and approve the Motion On The Proposal to Provide Loan Guarantees to Controlling Shareholders and disclosed that the Company agreed to provide a short-term guarantee of 550 million yuan to the former controlling shareholder and current controlling shareholder, Guizhou Chitianhua Group Co., Ltd (herein is herein is herein is hereafter referred to as Chitianhua Group) to the Agricultural Development Bank of China (hereinafter referred to as the Agricultural Development Bank Chishui Branch) The amount of the guarantee accounts for 15.91% of the Company's audited net assets in the previous year and the guarantee period does not exceed 1 year.
However, on November 27, 2014, Sanji Tang signed a Guarantee Dating Contract with the Agricultural Issue Chishui Branch, and the actual guarantee period agreed upon in the contract is from November 28, 2014 to November 27, 2021, inconsistent with the period of guarantee sedituated by the Board of Directors of the Company and the General Meeting of Shareholders It was not until 2 November 2019 that, after regulatory supervision, the Church of The Holy House was verified and disclosed in an interim notice the contents of the actual guarantee contract.
In addition, on November 30, 2019, Sanji Hall announced that Chitianhua Group and the Agricultural Issuer Chishui Branch signed a "mortgage contract" and that the above-mentioned "guarantee contract" was terminated, and Sanji Hall no longer assumed the obligation to guarantee the above-mentioned loans.
According to the SSE, the actual period for providing guarantees to related parties exceeds the time limit considered and disclosed by the shareholders' meeting in the previous period, the relevant over-time guarantee fails to fulfill the review procedure and related information disclosure obligations, and the obligation to assume the guarantee for bank loans in the direction of the relevant direction is actually up to 5 years, far exceeding the guarantee period of not more than 1 year for the consideration and adoption of the shareholders' meeting, and the above-mentioned acts of Saeitang violate the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules At the same time, in the case of the consideration and approval of the one-year guarantee and announcement of the one-year guarantee at The Sacred Ji Tang, Chitianhua Group has violated the relevant provisions of the Stock Listing Rules by accepting the relevant guarantee from the company well beyond the period of the shareholders' meeting to consider the guarantee.
In this regard, the Shanghai Stock Exchange made a unanimous action of Guizhou Sanjitang Pharmaceutical Industry Co., Ltd and its controlling shareholders, Guizhou Chitianhua Group Co., Ltd., then Chairman Zhou Junsheng, then finance director and secretary of the board of directors Wu Shanhua to inform the criticism of the punishment.
According to the sky-eye investigation, the Church of The sun-related legal proceedings 17, mostly involving contract disputes According to the Legal Times on April 7 this year, the Chinese adjudication documents network published Luo Zhi bribery second trial criminal ruling shows that the defendant Luo Zhi in Guizhou Province, the Bureau of Food and Drug Administration, the Deputy Director of medical equipment (presiding), pharmaceutical (drug cosmetics) Registrar, using his position to facilitate, alone, with others for the benefit of the relevant enterprises, and receive the benefits of the relevant enterprises Among them, Luo Zhi in the office-related business for the benefit of pharmaceutical enterprises to receive corporate benefits, received a wholly-owned subsidiary of Sanjitou - Guizhou San Jitang Pharmaceutical Co., Ltd Gao Minhong 30,000 yuan.
In addition, the State Enterprise Credit Information Disclosure System shows that, due to the failure to make the annual report in accordance with the time limit stipulated in Article 8 of the Interim Regulations on Enterprise Information Disclosure, The San Jitang was removed from the business anomaly list by the Guizhou Provincial Market Supervision Administration on July 5, 2017.