On the evening of September 1 1, Tongce Medical announced that listed companies intend to acquire 10 long-term equity investments held by Hangzhou Naval Technology Co., Ltd. (hereinafter referred to as Naval Technology), including Hangzhou Chun Qing Dental Clinic Co., Ltd. (hereinafter referred to as Chun Qing Dental Clinic), Shanghai Sanye Children's Stomatological Hospital Investment Management Co., Ltd. (hereinafter referred to as Shanghai Sanye) and Beijing Sanye.
It is reported that Shanghai Sanye invested by Haijun Technology is an oral health management service company focusing on children's dentistry, mainly engaged in Sanye brand clinics and hospitals.
The reporter of Securities Times E Company learned that customer orientation of Sanye Dental Clinic is a child, adhering to the concept that prevention is greater than cure, and providing children's oral health services to more families through membership. Naval Science and Technology has invested in nine dental clinics abroad, and charged the franchise fee and brand service fee to the dental hospitals or clinics authorized to use the brand of loose-leaf children's dentistry.
Haijun Technology covers technology development, technical consultation, technical service and achievement transfer: medical physical imaging technology, ultrasound technology and computer software; Education consultation (except study abroad agency and study abroad education consultation). By June 30, 2020, the company had total assets of 248 million yuan, net assets of-18,565,500 yuan, main business income of 0 yuan and net profit of-99,000 yuan.
As Haijun Technology is a company controlled by the actual controller of Tongce Medical, the above transaction constitutes a connected transaction, but it does not involve major asset restructuring.
According to the investment agreement, among the five directors of the board of directors of Chun Qing Stomatological Company, three are appointed by Hangzhou Stomatological Hospital Group Co., Ltd. (hereinafter referred to as Hangzhou Stomatological Company), and one of them is appointed as the legal representative by Chun Qing Stomatological Company, so the actual controller of Chun Qing Stomatological Company is Hangzhou Stomatological Company.
Naval Science and Technology holds 38.75% of the shares of Sanye Investment Company, and the corresponding voting rights are granted to Zhejiang Tongce Stomatological Hospital Investment Management Group Co., Ltd., so Tongce Investment Company enjoys 77.5% of the voting rights of Sanye Investment Company.
It should be pointed out that Beijing Fashion Company is planning to relocate its clinic in the future, because of the high rental cost and less allocation of chairs. Hangzhou Angel Company terminated its lease from 20 19 10 3 1 due to the adjustment of the industrial layout structure where it operates, and plans to reopen after relocation. Except Beijing Fashion Company and Hangzhou Angel Company, the other eight invested companies are operating normally.
The target value-added rate exceeds 500%
For this acquisition, Tongce Medical has given a high premium.
According to the disclosure, the estimated value of the 65,438+00 long-term equity investment held by Haijun Technology on June 30, 2020 was 65,438+0.5/kloc-0.00 billion yuan. Compared with the book value of 24.24 million yuan, the appraised value increased by 65.438+0.27 billion yuan, with an appreciation rate of 522.97%.
Haijun Technology has promised that the total audited non-net profit of the target company will not be less than 40 million yuan during 20021,2022 and 2023. If the promise is not fulfilled, the insufficient part will be made up by Haijun Technology in cash.
Tongce Medical admits that the main reason for the acquisition premium is that the book value of the acquired assets only reflects the existing net assets, and the oral related assets of children with loose leaves have other advantages.
According to the announcement, the oral cavity of children with loose leaves adopts membership system and appointment system, and each member is equipped with a doctor to ensure the service quality of each child during treatment;
Tongce Medical believes that the establishment of oral service brand of Sanye children's oral cavity will advance to childhood, which will help to establish members' brand awareness earlier, and affect their families and adults' cognition of Sanye and listed companies' oral service brands through the extension of children's oral service, and also play a synergistic and promoting role in listed companies' oral service brands.
After the completion of the acquisition, Tongce Medical further solved the possible horizontal competition; At the same time, the brand of loose-leaf children's oral cavity is operated by listed companies in a unified way, which is conducive to the development of oral cavity diagnosis and treatment, especially children's oral cavity diagnosis and treatment business, the unified management and construction of oral cavity diagnosis and treatment business brands of listed companies, and the further enrichment and expansion of oral cavity medical business sectors of listed companies.