Baiyi Pharmaceutical Co., Ltd.: 660 million sold 53% equity of its subsidiary to revitalize funds.
Recently, Guizhou Baiyi Pharmaceutical Co., Ltd. (stock abbreviation: Baiyi Pharmaceutical, stock code: 600594. SH) choosing to sell assets to replenish blood for the company. 12 19, Baiyi Pharmaceutical announced that it intends to transfer 53% equity of Huainan Chaoyang Hospital Management Co., Ltd. (hereinafter referred to as "Hospital Management Company") in order to optimize the company's asset structure, further promote the adjustment of the company's industrial layout, realize capital recovery and increase cash liquidity.
Song Shihe, the shareholder of the hospital management company (holding 47% of the company's shares), sent an offer letter to Baiyi Pharmaceutical on 20 18 12 13 to buy 53% of the company's shares at a price of 660 million yuan. However, Baiyi Pharmaceutical decided to transfer its 53% equity of the hospital management company through public listing at a price of not less than 660 million yuan (inclusive), and the final transaction price was determined by the results of public listing or public bidding.
On February 22nd, 65438, Baiyi Pharmaceutical announced the progress of equity transfer, saying that the auction date of equity transfer was 20181228th morning 10. According to the on-site transaction price, organize the buyer and seller to sign the equity transfer agreement within 2 working days. The transaction payment is completed in three phases, of which the first transfer price is 200 million yuan, and the previous deposit of 200 million yuan paid by the transferee is converted into the first transfer price on the effective date of the equity transfer agreement. 20 19, pay 300 million yuan for the second phase of transfer before March 20th, and pay the rest of the third phase of transfer before March 20th, 20 12, 3 1.
After the transaction is completed, Baiyi Pharmaceutical will no longer hold the equity of the hospital management company, and the company will no longer be included in the consolidated statements of Baiyi Pharmaceutical.
According to the data, the registered capital of the hospital management company is 9335 1 1 10,000 yuan, and the company's business scope is medical and health industry investment, investment management, asset management, investment consulting and hospital management. In 20 17, the company realized an operating income of 402 million yuan and a net profit of 69.4059 million yuan; According to the unaudited financial data of 20 18, the company achieved revenue of 338 million yuan and net profit of 56136,800 yuan in the first three quarters.
Financial data of hospital management companies in the first three quarters of 20 17 and 20 18:
It is understood that in 20 16, Baiyi Medicine acquired 53% equity of hospital management company through acquisition and capital increase, with a total investment of 6 10 billion yuan. At that time, Baiyi Pharmaceutical said that it would greatly help the company to expand in the field of tumor radiotherapy and improve the layout of the company's strategy of "focusing on large tumors".
Baiyi Pharmaceutical's main business is pharmaceutical manufacturing and medical services. Among them, the pharmaceutical manufacturing sector is mainly for the research and development, production and sales of drugs, covering many pharmaceutical sub-industries, such as Chinese patent medicines, chemical medicines, biological medicines, etc. The products involve many therapeutic fields such as tumors, cardiovascular and cerebrovascular diseases, gynecology, children, orthopedics and respiration. The main business types of the medical service sector are holding private hospitals, cooperating with hospitals to build cancer treatment centers, and establishing cancer expert groups.
Now, in order to realize capital recovery and increase cash liquidity, Baiyi Pharmaceutical has chosen to transfer its subsidiary. As far as Baiyi Pharmaceutical's own performance is concerned, the company's own finance is under certain pressure. The data shows that the company's revenue increased slightly in the first three quarters of this year, and its net profit decreased by 37% year-on-year. According to the third quarterly report, as of the end of September 20 18, Baiyi Pharmaceutical achieved a year-on-year increase of 29. 1 1.29%. The net profit attributable to shareholders of listed companies was 65.438+0.96 billion yuan, down 37.92% from 36.5438+0.6 billion yuan in the same period of last year.
By the end of September 2065438+2008, Baiyi Pharmaceutical had a cash balance of 854 million yuan, short-term loans of 97 1 10,000 yuan, and non-current liabilities due within one year of 53 million yuan. It seems that the cash fund of 854 million yuan can't cover the short-term debt of 1.24 million yuan. During the reporting period, the company's net operating cash flow outflow was 98 million yuan, a year-on-year decrease of 65,438+020.62%.
In addition, the company's ability to return blood has also slowed down. By the end of the third quarter, the book value of the company's accounts receivable was 76,543.80 billion yuan, an increase of 327 million yuan compared with 383 million yuan at the beginning of the year, and an increase of 227 million yuan compared with 483 million yuan in the same period last year, with an increase of 47%. Correspondingly, the company's accounts receivable turnover rate dropped from 6.88 times in the same period last year to 5.33 times today, indicating that the company's ability to repay funds declined.
Assuming that the transaction is completed at the reserve price of 660 million yuan, the impact on the company's current consolidated statement net profit and net profit attributable to the parent company is-65,438+0.200 to-045 million yuan; If the transaction is completed at the public bidding price, the impact on the company's financial position and operating results still needs to be determined according to the transaction results of public listing.
In addition to the financial pressure, the liquidation risk of the equity pledge of the major shareholder of Baiyi Pharmaceutical is also Enemy at the Gates. Since 20 15, the highest share price of Baiyi Pharmaceutical has surpassed that of 30 yuan, while the closing price of 12 on February 20th was only 5.6 1 yuan, a decrease of over 80%. 65438+The announcement of deferred repurchase issued on the evening of February 20th shows that the actual controller Dou Qiling holds 23.42% of the shares, and his daughter Dou Yaqi holds 0.03% of the shares, and the two hold a total of 23.45%. As of that date, all the shares held by Dou Qiling were pledged, and 99.86% of the shares held by Dou Qiling were pledged.
It should be noted that since this transaction is conducted by public listing, it is uncertain whether it can be successfully sold and transferred, and whether the above gains and losses can be included in the financial statements of Baiyi Pharmaceutical 20 18 is also uncertain.
Modern Pharmaceuticals: The synergy value is low, and 424 million yuan was transferred to 45. 16% equity of Qinghai Pharmaceutical Factory.
Different from Baiyi Pharmaceutical's choice to sell assets to revitalize its capital, Shanghai Hyundai Pharmaceutical Co., Ltd. (stock abbreviation: Hyundai Pharmaceutical, stock code: 600420). SH) also transferred a subsidiary for 424 million yuan, the reason for which was due to the consideration of the company's strategic layout.
According to the relevant announcement, after deliberation and approval by the board of directors of Hyundai Pharmaceutical and the extraordinary shareholders' meeting, it is agreed that Qinghai Pharmaceutical (Group) Co., Ltd. (hereinafter referred to as "Qingyao Group"), a holding subsidiary of the company, will transfer its 456,5438+06% equity of Qinghai Pharmaceutical Factory Co., Ltd. (hereinafter referred to as "Qinghai Pharmaceutical Factory") through public listing on the Shanghai United Assets and Equity Exchange, with a reserve price of 423,625,900 yuan.
According to the data, Qinghai Pharmaceutical Factory was jointly funded by Qingyao Group and Qinghai Pharmaceutical Factory Employees' Shareholding Association, with a registered capital of100000 yuan, and its subsidiary Qingyao Group holds 45. 16% of the company's shares. The company is a specialized manufacturer of narcotic drugs designated by the state, and its business scope covers the manufacture and sales of narcotic drugs, psychotropic drugs, bulk drugs, small-volume injections, oral liquids, tablets and syrups. According to the data, in the first half of 20 18, the net profit of Qinghai pharmaceutical factory was 19845600 yuan.
According to public information, modern medicine of listed companies is mainly engaged in the whole industry chain business such as research and development, production and sales of pharmaceutical products, covering anti-infective drugs, cardiovascular and cerebrovascular drugs, anti-tumor drugs, narcotic psychotropic drugs, metabolic endocrine drugs and big health products. In the first three quarters of this year, the revenue and net profit of modern medicine showed a double exponential growth trend. The data shows that in the first three quarters of 2065438+2008, the company achieved an operating income of 8.485 billion yuan, an increase of 28.82% over the same period last year; The net profit attributable to shareholders of listed companies was 578 million yuan, an increase of 29.37% over the same period of last year.
We want to transfer the equity of Qinghai Pharmaceutical Factory for several reasons. First of all, because it has no substantial control over Qinghai Pharmaceutical Factory, the strategic synergy value of the company in the listed company system cannot be reflected and promoted. Affected by administrative planning, Qinghai Pharmaceutical Factory needs to be relocated as a whole at present, and has started the project of relocating new factories in different places, resulting in the need to invest a lot of money in the near future. It is expected that the new cost after relocation will be difficult to digest in a short time, and the company's future operation will face greater pressure. In addition, the main products of Qinghai Pharmaceutical Factory are aging, and the business performance has stagnated in the past two years due to the continuous strengthening of the control of hemp-containing preparations and precursor drugs. In 20 16 and 20 17, the net profit attributable to the owner of the parent company after deducting non-recurring gains and losses did not reach the profit forecast at the time of major asset restructuring.
In addition, the company has certain substitution for modern pharmacy. Although the fixed-point production qualification of narcotic drugs in Qinghai Pharmaceutical Factory is a scarce resource in the market, Sinopharm Group Industrial Co., Ltd., a wholly-owned subsidiary of the company, also has the above qualifications, so this equity transfer will not affect the company's narcotic psychotropic drugs business.
It should be noted that the equity transfer of the subsidiary will not only help the company to integrate resources, optimize the asset structure, but also have an impact on the strategic layout of Hyundai Pharmaceutical. If the equity transfer transaction is completed in 2065438, it will also have a positive impact on the operating performance of Hyundai Pharmaceutical in 20 18 years. According to the transaction price of 425,625,900 yuan, it is estimated that the company will increase the investment income by about 333 million yuan at the level of consolidated statements, and increase the net profit attributable to the owners of the parent company by about 65,438+32 million yuan.
The ultimate transferee of this transaction is Shenzhen Sanshun Pharmaceutical Co., Ltd. (hereinafter referred to as "Shenzhen Sanshun"). On 20 18 12 19, Shenzhen Sanshun signed a property right transaction contract with Qingyao Group, and the transaction price was 425,625,900 yuan, which was 2 million yuan higher than the listing reserve price. After the completion of the transaction between the two parties, Hyundai Pharmaceutical and its holding subsidiary Qingyao Group no longer hold the equity of Qinghai Pharmaceutical Factory.
According to the data, the business scope of Shenzhen Sanshun is the production and operation of Chinese and western medicines, refreshing drinks, health food, chemical products and biological products. In 20 17 years, the company's total assets were 22 1496700 yuan, net assets were 149,10/000 yuan, and the company's operating income in 20 17 years was 846600 yuan, with net profit.
According to the transaction contract, Shenzhen Sanshun will pay the remaining 365,625,900 yuan of property right transaction money to the bank account designated by Shanghai United Assets and Equity Exchange (60 million yuan has been paid before) within three working days from the effective date of the contract, and complete the power transfer of property right holders. There is also uncertainty whether the equity transfer can be completed on 20 18.
Selling assets is a common means in the capital market. Judging from the purpose of the above-mentioned two listed companies to transfer the equity of their subsidiaries, Baiyi Pharmaceutical is more concerned with revitalizing funds because of the overall operating pressure of the company. However, the modern pharmaceutical industry pays more attention to the integration of resources and the optimization of the company's asset structure by stripping assets with low synergy value with the company. Before the end of the year, if the transaction is successfully completed, it may have a certain positive impact on the company's performance. However, due to the uncertainty of related transfer matters, the impact of equity transfer of subsidiaries on listed companies is also uncertain.