On the evening of July 18, Beijing Kangyeyuan Investment Consulting Co., Ltd. issued an "Open Letter" on its official WeChat ID, saying that GPHL was suspected of violating the Securities Law, the Company Law and other related matters. regulations, which attracted widespread attention.
On the evening of July 26, Baiyunshan (600332), the listing platform of Guangzhou Pharmaceutical Group, disclosed a statement on the relevant situation reported by the media, detailing the so-called "Jin Ge" by Kang Yeyuan and other related situations. illustrate. Baiyunshan said it will reserve the right to pursue legal action.
Disclosure of the R&D and listing process of "Jin Ge"
The issue that attracted the most attention in this dispute was the income distribution issue of Jin Ge. In the announcement, Baiyunshan disclosed the development and launch process of Jinge, as well as the key points of controversy over product revenue distribution. Baiyunshan Jinge went through three stages from research and development to launch, from obtaining clinical approval, new drug certificate to production approval.
In December 1999, the original Baiyunshan Shares (which was absorbed and merged by Guangzhou Baiyunshan in 2013), based on its judgment on the market prospects of sildenafil citrate, signed the "About the Establishment of Guangzhou Guangzhou Pharmaceutical Co., Ltd." with Liu Yuhui, a natural person. "Contract of Baiyunshan Pharmaceutical Technology Development Co., Ltd." to jointly establish Guangzhou Baiyunshan Pharmaceutical Technology Development Co., Ltd. ("Baiyunshan Technology Company").
The registered capital of Baiyunshan Technology Company is 2 million yuan, of which the original Baiyunshan Co., Ltd. holds 51 shares and Liu Yuhui holds 49 shares. The company's total investment is 16.33 million yuan, of which the original Baiyunshan shares were valued at 4 million yuan using the right to use the Baiyunshan trademark and the intangible assets of a legal pharmaceutical operating company and 4.33 million yuan in cash, for a total investment of 8.33 million yuan; Liu Yuhui The investment was valued at RMB 8 million with the clinical approval document for the Class I new drug Sildenafil Citrate and the new drug certificate for the Class IV new drug Azithromycin Powder Injection.
In January 2001, Sildenafil Citrate Tablets obtained new drug clinical approval. The application units were Baiyunshan Pharmaceutical General Factory, Harbin Sanlian Pharmaceutical Co., Ltd. ("Sanlian Pharmaceutical") and Heilongjiang Province Honghui Pharmaceutical Research Institute ("Honghui Pharmaceutical Research Institute").
In December 2001, Baiyunshan Pharmaceutical General Factory, Sanlian Pharmaceutical, Honghui Pharmaceutical Research Institute, and Baiyunshan Technology Company signed an "Agreement", stipulating that Sanlian Pharmaceutical and Honghui Pharmaceutical Research Institute would withdraw from new drugs In the application, the reporting units were changed to Baiyunshan Pharmaceutical General Factory and Baiyunshan Technology Company, and Baiyunshan Pharmaceutical General Factory was determined to be the production unit. Baiyunshan Technology Company has all the property rights and benefits of the applied new drugs.
In 2003, Baiyunshan Pharmaceutical Factory and Baiyunshan Technology Company obtained new drug certificates. However, due to the patent protection period of the original drug, Baiyunshan Pharmaceutical Factory has not been able to obtain production approval and has not actually put into production. .
On August 11, 2009, Liu Yuhui transferred his 49% stake in Baiyunshan Technology Company to Beijing Kangyeyuan Investment Consulting Co., Ltd. ("Beijing Kangyeyuan").
In 2012, the "Measures for the Administration of Drug Registration" lifted the ban on imitation of patented drugs, clarifying that applications for generic drugs can be submitted two years before the expiration of patented drugs. In accordance with this regulation, Baiyunshan Pharmaceutical General Factory established a special working group to restart the registration of Jinge's production approval documents, and carried out relevant work in strict accordance with the latest and most stringent requirements of the Food and Drug Administration.
Baiyunshan said that during the more than two years of research and development and approval work, Baiyunshan Pharmaceutical General Factory invested a lot of manpower and material resources in technical research, patent research, market access and other aspects. Baiyunshan Pharmaceutical General Factory and Baiyunshan Chemical Pharmaceutical Factory obtained the production approval documents for sildenafil citrate tablets and API production respectively in July and August 2014, becoming the first domestic companies to receive approval for generic drugs. The trademark "Jin Ge" registered by Baiyunshan Pharmaceutical General Factory was approved as a drug trade name. The "Jin Ge" trademark is exclusively owned by Guangyao Baiyunshan.
The cooperation method has changed
Judging from the above-mentioned research and development, launch and sales process of Jinge, due to the influence of the patent protection of the original drug and changes in the market environment, from the "Agreement" The situation faced by the two parties has changed dramatically in the more than 10 years since the signing, and the actual cooperation methods between the two parties have also continued to change.
At present, the new drug certificate is owned by Baiyunshan Technology Company and Baiyunshan Pharmaceutical Factory, the tablet production approval document is held by Baiyunshan Pharmaceutical Factory, and the API production approval document is held by Baiyunshan Chemical Pharmaceutical Factory Holding, the production and sales of Jin Ge will be undertaken by Baiyunshan Pharmaceutical General Factory.
Baiyunshan said that the joint venture Baiyunshan Technology Company was established to promote the research and development and launch of Jinge. However, due to the patent protection of the original product, Jinge could not be launched for 14 years. It was the Baiyunshan Pharmaceutical Factory that restarted the launch of Jinge and the sale of its products. The investment was huge, and the actual cooperation methods between the two parties had changed. It was obviously unfair to continue to maintain the property rights and benefits agreed fourteen years ago.
According to the content of the "Open Letter" issued by Beijing Kangyeyuan, the company insists that according to the "Agreement" signed in December 2001, Baiyunshan Technology Company will have all the property rights and income of the new drugs applied for. Beijing Kangyeyuan As a shareholder of Baiyunshan Technology Company, I received a profit of 49% based on the share ratio.
Based on the above facts and in view of the different contribution levels of all parties in Jinge’s R&D, production and operation process, in order to safeguard the interests of all parties and avoid disputes over income distribution that affect Jinge’s good development trend, Guangdong Yafang has negotiated many times with Beijing Kangyeyuan’s shareholder representatives on issues such as Jin Ge’s property rights and income. The most recent negotiation was on the 11th of this month. However, due to the repeated changes in Beijing Kangyeyuan’s negotiators and interests, the two parties have been in a state of confusion for the past five years. No consensus could be reached.
Baiyunshan pointed out that although the two parties have been unable to reach an agreement, Baiyunshan Pharmaceutical General Factory has reasonably estimated the income that Baiyunshan Technology Company deserves based on the extent of its contribution to Jinge, and has conducted The corresponding provision is made.
Denying the price falsification of Jinge’s raw materials
Kang Yeyuan’s “Open Letter” stated that “One item of Jinge’s raw material procurement is 1,800 yuan per kilogram, but when it reaches the main factory, it becomes 11,100 yuan. "The ticket was issued by Guangyao Chemical Company, and the cost was included in the accounts of the main factory, but the raw materials were transported directly from Shandong to the main factory warehouse." Baiyunshan also responded to Jinge's doubts about the price of raw materials in the announcement.
The announcement shows that the "raw materials" referred to by Kang Yeyuan are only one of the more than 10 materials used in the production process of Jinge raw materials. In 2018, the average procurement cost of this "raw material" accounted for the unit production cost of Jinge raw materials ( Excluding the three major fees) about 36.32. In addition, the Jinge produced by Baiyunshan Pharmaceutical Factory is divided into three specifications: 25mg, 50mg and 100mg. The quantity of raw materials consumed and the yield rate are different, so the purchase amount of "raw materials" cannot be simply used to calculate Jinge production. Basis for revenue and gross profit.
During the production process, Baiyunshan Chemical Pharmaceutical Factory produces Jinge raw materials in its workshop in strict accordance with the drug registration process. The purchased raw and auxiliary materials also need to undergo sulfonation, amination, ring closure, refining and Salt formation and other steps as well as the treatment of the three wastes generated in this process. Therefore, the production cost is higher than the purchase price of raw materials and excipients. The chemical pharmaceutical factory’s raw material production and operation process is legal and compliant. There is no inflated cost, and there is no situation where “raw materials are transported directly from Shandong to the main factory warehouse”.
Data show that in 2018, the sales price of Jinge raw materials produced by Baiyunshan Chemical Pharmaceutical Factory without tax was about 8,600 yuan/kg, and the tax-included price was about 10,000 yuan/kg. The sales revenue of Jinge raw materials produced by Baiyunshan Chemical Pharmaceutical Factory is approximately 28.28 million yuan.
In addition, the announcement also addressed the issues raised in the "Open Letter": "It naturally involves tax evasion", "It is impossible to know how much GPHL will conceal in the annual report of the listed company", "Evasion of tax tracing" and " "This alone has an inflated cost of 62.32 million yuan" and other issues were explained.
According to the announcement, Baiyunshan Pharmaceutical Factory and Baiyunshan Chemical Pharmaceutical Factory are both branches of Guangzhou Baiyunshan. They are independently accounted for and pay value-added tax in accordance with the law. The corporate income tax of the two branches is borne by Guangzhou. Medicine Baiyunshan is paid together. The material procurement, production, sales, cost carry-forward, etc. of the above-mentioned branches have been accounted for in accordance with the relevant provisions of the Accounting Standards for Business Enterprises. The internal transactions between the two branches have been offset in accordance with the relevant provisions of the Accounting Standards for Business Enterprises. There is no Disclosure of false information, falsification of financial data, tax evasion, and infringement of shareholder interests.
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