Nearly 420 million to acquire two "old name"!Beijing New Pharmaceutical High Premium Association Trading

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Nearly 420 million to acquire two "old name"!Beijing New Pharmaceutical High Premium Association Trading

2021-11-25 00:36:11 17 ℃

The traditional Chinese medicine business involved in the acquisition is not the current main direction of the Beijing New Pharmaceutical. Paying concerns about the rationality of the pricing of the transaction in the acquisition process, and the transaction ratio of equity changes and assessments in the three-year period.

"Investment Times" researcher Yu Fei

A listed company with chemical imitation drugs, the two major sections of the raw materials is the main income source, but to buy two traditional Chinese medicine "old name", and one is nearly 420 million yuan. Recently, the acquisition announcement of Zhejiang Jingxin Pharmaceutical Co., Ltd. (hereinafter referred to as Beijing New Pharmaceutical, 002020.sz) enclosing the letter of concern.

On November 8, the Beijing-New Pharmaceuticals were released in two announcements, saying that the company intended to acquire Xinchangyuan Gold Health Industry Investment Partnership Co., Ltd. (Limited Partners) (Non-known Yuan Jin Health). Co. Hangzhou Hu Qing Yu Tang Pharmaceutical Holdings Co., Ltd. (known as Hu Qing Yu Tang) 6% share.

"Investment Times" researchers noted that these two acquisitions were associated transactions, and the Xinxin Pharmaceutical and Yuanjin Health was controlled by the same natural person Lu Steel, and it was acquired for high premium. Therefore, it is issued in question to the rationality of the pricing of the transaction standard during the acquisition process, and the issuance of the transaction ratio of three years of equity changes and assessment.

In response to the aforementioned situation, the Beijing New Pharmaceutical Reply payment attention, October 2013, Beijing New Holdings took a 1% stake in Shaxi Pharmaceuticals with 600,000 yuan. In October 2016, Yuanjin was healthy with 99% of Shaxi Pharmaceuticals at 149.5 billion yuan. In June 2016, Yuanjin Health was funded by cash to subscribe to Hu Qing Yu Tang 70.26 million yuan, adding registered capital, accounting for 6% of registered capital after the capital increase. From this point, Lu Steel controlled Yuanjin healthily acquired two old-term corporate shares in less than 250 million yuan, holding five years selling to their own listed companies, from which about 170 million yuan.

Acquisition business non-company main attack

In 2004, the Beijing New Pharmaceutical, the main business, the main business, the main business is the research and development, production and sales of chemicals, traditional Chinese medicine, biological agents, chemistry drugs, medical devices. The company is the largest fluoroquinolone drug production base in China.

A part of the business layout of the Xinxin Pharmaceutical is from the previous integrated acquisition. In 2011, Beijing New Pharmaceutical acquired Beijing Shunda Sihai Biomedical Co., Ltd., into the field of biomedical medicine; in 2014, the company established a UK joint venture company, expand overseas; 2015, M & 4 Shenzhen Juyi Show Technology Co., Ltd., pioneering medical Equipment field.

In recent years, the company has also given feedback on the layout of biomedicine and medical devices. From 2018 to 2020, the Beijing New Pharmaceutical industry achieved operating income of 2.944 billion yuan, 3.647 billion yuan and 3.258 billion yuan, with net profit of 369 million yuan, 520 million yuan and 653 million yuan.

The three quarterly reports in Beijing New Pharmaceuticals have shown that the company's business income is 2.468 billion yuan in the third quarter of 2021, an increase of 1.33% year-on-year. Realizing net profit of 429 billion yuan, a year-on-year increase of 15.21%.

When the performance is growing, the company has begun to acquire the "old". " The traditional Chinese medicine business involved in the acquisition, although the prior to the main business of the letter medicine, it is not the company's current main attack direction and main income.

In the half-year report, the Beijing New Pharmaceutical industry is a national key high-tech enterprise certified by the National GMP certification, the EU (Germany) GMP certification, ISO14001 certification, and the US FDA field certification, and has the main revenue and profit source. It is a chemical imitation drug, two major sections of raw materials. The company's half-year newspapers show that its finished drug sales accounted for about 58% of the total income of the company in the first half of the year.

From the long-term development strategy of company planning, mental nerve and cardiovascular blood vessels are their current main attack. The financial report showed that the company revenue 1.66 billion yuan in the first half of the year, among which sales revenue in the spiritual nerves (CNS) is 258 million yuan, and the sales revenue of CV pipeline is 265 million yuan; rehabilitation, Beijing-Changle (Bacillus Earth Bacillus Agimia Capsule) Sales The income is 2.39 billion yuan. The raw material drugs realized sales revenue of 422 billion yuan, medical device sector, Shenzhen Ju Ying, for the first half of the year.

In the acquisition announcement, the Beijing-New Pharmaceuticals said that the company focused on the two core fields of mental nerves and cardiovascular and cerebrovascular, with drugs as the core, and configure medical devices according to clinical needs. Among them, the traditional Chinese medicine business sector is a major sub-business outside the two core fields, and it is beneficially supplemented by the two core fields. On the basis of the original Chinese medicine business, this acquisition is effective in integrating industrial resources, be a strong traditional Chinese medicine variety and brand influence, and realizes the accelerated development of Chinese medicine business sections.

Beijing New Pharmaceutical 2018-12020 Net Profit Situation

Data Source: Songhua Fushing iFind

High premium acquisition attracts attention

The two acquisitions of the Xinxin Pharmaceutical industry are Shaxi Pharmaceutical and Hu Qing Yu Tang, and the valuation is not low.

According to Beijing Guoxinghua Assets Evaluation Co., Ltd., as of December 31, 2020, on December 31, 2020, under the premise of continuous operation, the full-legtric book of Shaxi Pharmaceutical shareholders is 26.767 million yuan, according to the benefits The assessment of the law assessment is 205 million yuan. Shaxi Pharmaceutical was established in 1986, formerly known as Guangdong Yihe Hall Pharmaceutical Co., Ltd. In 2013, Zhejiang Paradise Silicon Valley Yuanjin Entrepreneurial Investment Partners (Limited Partners) was acquired from the original shareholders from the original shareholder from the original shareholder.

According to the data, Shaxi Pharmaceutical is mainly engaged in R & D, production and sales of China-Pharmaceutical. The main products include Shaxi Herbal Tea (National Medicine and Quasi-Dictionary Drug), Runchang Ning Gout, Haiti Granules, Bone Femini, Zhuquan Pills, etc., mainly used in respiratory, digestive department, urology and orthopedic field.

As of September 30, 2021, Shaxi Pharmaceutical assets were 74.7829 million yuan, with a total liability of 37.9677 million yuan. 2020 Shaxi Pharmaceutical business income is 113 million yuan, net profit of 119.996 million yuan. In the first three quarters of this year, Shaxi Pharmaceutical business income was 94.226 million yuan, net profit was 98.385 million yuan.

Another trading target Hu Qingzang, for the important controlling subsidiary of Hangzhou Hu Qing Yu Tang Group Co., Ltd., the main paragraph, holding company has Hangzhou Hu Qing Yu Tang Pharmaceutical Co., Ltd. (known as Hu Qing Yu Tang Pharmaceutical), Hangzhou Hu Qing Yu Tang Guo Mini Co., Ltd., etc. .

Among them, Hu Qing Yuantang pharmaceutical is a nationally known old-fashioned Chinese medicine company. It has 184 drugs approved by the country. There are 9 health foods. Among them, the compound Dan ginseng, Ancheon Bullhuang Pill is listed as a fixed-point variety of Medicine Reserves in Zhejiang Province.

As of June 30, 2021, Hu Qing Yuntang's total assets were 1.364 billion yuan, with a total liability of 350 million yuan. In the first half of this year, Hu Qing Yu Tang's operating income was 646 million yuan, net profit was 117 million yuan. After assessment, as of December 31, 2020, Hu Qing Yu Tang's shareholders' interest value value was 3.591 billion after the assessment value of the market law, and the evaluation value of 6% equity was 2115 million yuan. Since Hu Qing Yu Tang has completed 2020 profit distribution and distributed cash dividends from 4.2 million yuan to Yuanjin Health, the pen is divided into the Beijing New Pharmaceutical industry, and the two parties confirmed that the final transaction price is 21 million yuan.

According to disclosures, the Beijing New Pharmaceutical and Yuanjin Health is controlled by the same natural person Lu Steel, and the above transactions constitute a related transaction. Therefore, the high valuation of the two acquisitions also causes attention. According to the requirements of the letter, the Beijing New Pharmaceutical needs to replenish the disclosure of the calculation process, the evaluation method, the value of the relevant indicators and the determination basis, and explain the pricing of the transaction rationality.

According to the content of the Beijing New Pharmaceutical Reply, in October 2013, Beijing New Holdings and Liu Jianxiong signed "Guangdong Yihe Hall Pharmaceutical Co., Ltd. Equity Transfer Contract", Liu Jianxiong holds him with 1% stake in the Shaxi Pharmaceutical 600,000 yuan is transferred to Beijing New Holdings. In November 2013, Shaxi Pharmaceutical completed the business and commerce change registration of this equity transfer.

In October 2016, heaven Silicon Valley and Yuanjin Health signed "Guangdong Yihe Tang Pharmaceutical Co., Ltd. Equity Transfer Contract", and the Shaxi Pharmaceuticals held by Shaxi Pharmaceutical, transferred to Yuanjin Health in 149.5 billion yuan, November 2016 , Shaxi Pharmaceutical Completed the Registration of Industry and Commerce Transfer of this equity transfer.

In June 2016, Yuanjin Health and Hu Qing Yu Tang signed the "Capital Accreditation Agreement", Yuanjin Health With cash to fund 95.745 million subscription Hu Qing Yu Tang 70.6 million yuan new registered capital, accounting for 6% of registered capital after the capital increase. In August 2016, Hu Qing Yuntang completed the newly registered capital of industrial and commercial changes registration.

This means that Lu Steel's related enterprise Yuanjin Health and Beijing-New Holdings, selling two old-fashioned shares in less than 250 million yuan, sold to their own listed companies, from which about 170 million yuan

It is worth noting that September and October this year, Beijing New Holdings and Lu Gang himself were pledged by 21 million shares and 6756 million listed companies in his hands with non-listed companies.

According to the announcement, as of October 27, Lu Gang and Beijing New Holdings have pledged the number of stocks of listed companies with a total stock, accounting for 53.98% of its shareholdments, accounting for 18.71% of the total share capital ratio. The company's controlling shareholder and its consistent actors have accumulated 41.76 million shares in the next half of the year, accounting for 13.31% of their holdings, accounting for 4.61% of the total share capital of the company, and the corresponding financing balance is 200 million yuan.