Yi hundred drug targets, the deal is 880 million yuan by the transferee warburg trust co., LTD. (hereinafter referred to as the “warburg trust”) owns 66.54% of the beijing-fuzhou China limited partners property share and beijing-fuzhou out 66.65% share of the limited partners property, thus win the siyang hospital, lankao Gu Yang Oriental hospital and hospitals, lankao lankao control of the four hospitals.
The deal was complex, with lawsuits and debt disputes between the parties and a partner going into liquidation. But Experian does not have to present the deal to a shareholders’ meeting, it only needs to pass a board resolution.
On December 13, the Shanghai Stock Exchange sent yibai a letter of inquiry, asking the company to explain the necessity and rationality of the deal, as well as the fair pricing and its impact on the listed company’s future.
Announcement shows that the main assets of beijing-fuzhou China co., LTD., the first hospital of lankao lankao Gu Yang hospital eastern hospital co., LTD., co., LTD., lankao stake to three hospitals were all 99.9%.
Founded in November 2016, Among the partners, Warburg Trust is the senior limited partner, accounting for 66.65%. Hengkang Medical Group Co.,Ltd. (002219.SZ, hereinafter referred to as “Hengkang Medical” or “*ST Hengkang”) is the inferior limited partner with 10% shares; Jingfu Asset Management Co., LTD. (hereinafter referred to as “Jingfu Asset”) is the General Limited partner and manager, holding 0.02% of the shares.
In January 2020, the investment withdrawal period of 36 months has expired. According to the partnership agreement, the trust company required Hengkang Medical To pay the relevant investment income and fulfill the acquisition obligations. However, Hengkang Medical Failed to fulfill the relevant obligations.
In a similar situation, Jingfu Huacai is also composed of the above four partners. Its main investment is 81.42% of the equity of Siyang County People’s Hospital Co., LTD.
The thunder was mainly caused by Hengkang Medical, which used to be known as the first private hospital, and whose actual controller was Que Wenbin, the richest man in Gansu.
But in the last two years, Due to the rapid expansion of its scale, Hengkang medical Has built up huge debts, with losses of 1.4 billion yuan and 2.5 billion yuan respectively in 2018 and 2019. Its share price once fell below 1 yuan. The company has been warned of risks and renamed as “*ST Hengkang”.
The concern in the SSE inquiry is based on this.
On December 14, an economywatch reporter called yibai’s secretary to ask if the company would withdraw the deal after the Shanghai Stock Exchange’s letter of inquiry. The response: “The Shanghai Stock Exchange may be sending the letter of inquiry because our announcement is not detailed enough and investors may not understand some of the issues.”
The reporter of Economic Observer asked whether the 880 million yuan can be spent to ensure the control of the four hundred million yuan?
Yibai’s secretary office replied: “The relevant matters are going through legal procedures step by step. If everything is normal, [the four hospitals] would be available.”
In its letter of inquiry, the SSE pointed out several key issues:
In accordance with the agreement of the underlying Fund (referring to Jingfu Huayu and Jingfu Huayai), the senior Limited Partner will be liquidated
Obtain the sum of the reference income and the amount of capital contribution, otherwise *ST Hengkang undertakes to purchase the shares held by the senior limited partner at the corresponding price.
(1) After the completion of the transaction, the specific relationship between the company’s acquisition of the priority limited partner’s interest and the acquisition of the relevant medical service assets, and the specific way to obtain the relevant medical service assets in the compulsory liquidation procedure, whether it needs to go through the judicial auction procedure; (2) in the transferee priority under the condition of limited partners share, the company will be through direct participation in judicial auction procedures for related medical service assets, if yes, please share and the future is now accepting priority property directly participate in the auction procedure the difference between two ways and effects on listed companies.
In addition to the above problems, the price of the 880 million yuan transaction is also one of the doubts of the Shanghai Stock Exchange.
The transaction price exceeds the actual capital contribution of 792 million yuan by 88 million yuan. Yibai pharmaceutical said that it is mainly determined by combining the actual right of earnings with priority, and the relevant right of earnings is *ST Hengkang’s obligation of repurchase and penalty for Warburg Trust.
At the same time, Yibai pointed out the risks of this transaction: First, Warburg Trust still has a supplementary obligation of 27.91 million yuan, which will lead to a further increase in the investment of the company after the transfer of its rights and interests; Second, the company intends to receive the rights and interests may exist impairment risk; Third, because *ST Hengkang is in bankruptcy reorganization process, the company may not be able to get the full amount of repayment when claiming for the buyback payment and liquidated damages against *ST Hengkang in the future; Fourth, the underlying fund has external liabilities and is faced with repayment problems in liquidation. In addition, There is a performance compensation lawsuit dispute between Jingfu Huayuyue and it is uncertain whether it needs to fulfill the payment obligation of 64.5 million yuan.
The Shanghai Stock Exchange requires Yibai pharmaceutical to supplement the disclosure of the debt of the transferred fund, knowing that the assets purchased involve litigation disputes, forced liquidation, performance compensation, partner *ST Hengkang into bankruptcy reorganization, but still adhere to the rationality of the purchase.
The deal is six times yibai’s 2019 net profit of 142m yuan and accounts for a quarter of its 2019 full-year revenue. The deal represents a fifth of One Hundred Pharma’s market value of about 4.4 billion yuan, based on its closing price of 5.56 yuan per share on Dec. 14.
However, yibai, which has yet to respond to questions from the Shanghai stock exchange, is expected to insist on the purchase of the assets worth 880 million yuan as it does not need approval from the shareholders’ meeting.