Chinese Health IPO: Asset M & A is intriguing, the company has not been established

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Chinese Health IPO: Asset M & A is intriguing, the company has not been established

2022-01-18 18:07:39 29 ℃

Text / Zhou Su

In recent years, the state has promulgated a number of related policies that support the integration of pharmaceutical industries and to gradually build the emerging ecological model of "Internet + Medical Health". This is also the transformation of the new store while changing the original pattern of the pharmaceutical industry. Development brings new opportunities.

On May 7, last year, Anhui Chinese Health Medicine Co., Ltd. (hereinafter referred to as "Chinese Health"), which is mainly engaged in medical agent, retail and terminal collection business, is accepted. The IPO, Chinese health proposed funds of $ 60,5678,700, used in marketing network construction projects and supplementary liquidity, and plans to open 648 straight tickets in Anhui Province, Jiangsu Province and Henan Province for 3 years.

In addition to the more concerned of the store, there are more problems such as the opening of the store, and the "Business Finance" found that the Chinese health also has frequently acquired a new settlement company and improve the amount of goodwill, there are some problems in internal control management.

A large number of social security provident funds, "fighting" with business annual report data

As of the end of 2020, Chinese health has 771 straight-house shops, mainly in Anhui Province. From 2018 to 2020 (hereinafter referred to as "reporting period)), Chinese health realizes business income to 11046.24 million yuan, 152,462,900 yuan, 193,091,400 yuan, and net profit at the same period of 1,9851,500 yuan, 53.347 million yuan, 88.8591 million.

During the reporting period, the total number of Chinese health staff was 3,038 people, 3,748 people and 4,526, and the number of social security payments was 2,293 people, 2,883 people and 3,825, and the collected ratio was 77.89%, 79.71%, 87.39%. In the same period, the number of Chinese health provident fund payment was 0 people, 2,656 people, 3,825 people, 2018 unattended provident fund, 2019 payment ratio is only 73.43%.

According to the prospectus, if the Chinese health needs to pay for the previous year, it has not paid social security and housing provident fund. The amount payable for the reporting period is 85.359 million yuan, 74.39 million yuan, 54.296 million yuan, and the total amount is 21,396,400 yuan.

As of the signature of the statement (September 9, 2021), Chinese Healthy has a total of Anhui Guotao Pharmacy Chain Co., Ltd. (hereinafter referred to as "Anhui Guosheng"), Wuhu Guo Shengda Pharmacy Chain Co., Ltd. (under "Wuhu Guo Sheng "), Anqing Guo Shengda Pharmacy Chain Co., Ltd. (hereinafter referred to as" Anqing Guosheng "), Zhangzhou Guo Shengda Pharmacy Chain Co., Ltd. (hereinafter referred to as" Zhangzhou Guosheng ") and Anhui Huida Pharmaceutical Co., Ltd. (hereinafter referred to" 12 controlled subsidiaries such as Huida Pharmaceutical ")

Compare information on enterprise information, Chinese health information disclosure is also planned. During the reporting period, the number of Chinese health prospects and the information of the Enterprise News Network had 349 people, 872 people, 343 people.

(Data from enterprise trust network, statement)

In addition, Chinese health is resorted to the court due to labor disputes between the sales managers in Foshan, Guangzhou.

According to the referee document, on February 27, 2020, Wan Guohua has left his job for the loss of labor compensation for the health of the Chinese health, and is approved on March 2, 2020. Wanhua subsequently filed a lawsuit to the court, requiring the judgment of Chinese health to pay its deducted bonus, and double salary during the expiration of the contract after the expiration of the contract.

The two parties have disputes on the contract period, but according to the results of the identification, the "Labor Contract" signed by both parties is not the same as one of the same equipment, which is not the same equipment, which is the possibility of the same machine, which is changed. In addition, the ride is placed in the official seal of the Chinese company, and there is no signature of Wan Guohua. The court confirmed that the two parties signed the contract period from March 9, 2016 to March 9, 2019.

During the second trial, Chinese health and Wannang did not provide new evidence. In the end, the second instance court sentenced Chinese health to Wan Guohua payment margin, the second quarter of 2018, the second quarter of the product reward wage, the third quarter of 2019 Key product award wages, 2019 subsidiary, unhappy vacation salary, economic compensation, no continuation The written labor contract is divided into a total of 196,869.01 yuan.

Frequent acquisition of subsidiaries, accounting high good reputation

According to the prospectus, the Wuhu Guosheng in the Chinese Health Subsidiary, Anqing Guosheng, Zhangzhou Guosheng and Huida Pharmaceutical Department acquisitions.

In April 2017, Chinese health was self-prince of 365.2 million yuan, and Zhang Ziyuan acquired 100% of Wuhu Guosheng 100%. As of the date of acquisition, the book value of Wuhu Guosheng's net assets was 11.25 million yuan, and the difference between 353.99 million yuan with the equity acquisition price is included in the merger report.

As of December 31, 2020, the net assets of Wuhu Guosheng were 20.3962 million yuan, and net profit was -36.768 million yuan.

August 2018 and January 2019, Anhui Guosheng and Anqing Health People Medical Consulting Co., Ltd. (hereinafter referred to as "Anqing Health") and the relevant party signed the "Acquisition Agreement" and related supplementary agreements, and acquired Anqing healthy people hold Anqing Guosheng 80% stake, this acquisition price is 54.373 million yuan.

As of this acquisition date, the book value of Anqing Guosheng's net assets is RMB 1,000 million. The 80% of Chinese health is based on the net assets of Anqing Guosheng as the fair value of this acquisition can recognize the net assets, and the difference between the equity acquisition price is 4,637.30 Wan Yuan is included in the merger report. In March 2020, Anhui Guosheng and Anqing Cang'an Medicine Consulting Co., Ltd. (hereinafter referred to as "Anqing Kang'an") signed the "Acquisition Agreement", acquiring the remaining 20% ​​of Anqing Guosheng's remaining $ 1,160 million. Chinese health has held 100% of Anqing Guosheng.

It is worth noting that Anqing Guosheng was established on October 9, 2018, and Anhui Guosheng signed the "Acquisition Agreement" with Anqing Healthy People, Anqing Guosheng has not been established. At the end of 2020, Anqing Guosheng's net assets were 1,3896,300 yuan. In addition, Anqing healthy and Anqing Kang An also set up before the "acquisition agreement" signing before signing.

In November 2018 and December 2019, Anhui Guosheng and Zhangzhou City Tenglong Commercial Partners (Ordinary Partnership) (hereinafter referred to as "Tenglong Trading") and the relevant parties signed the "Acquisition Agreement", with 5,0108,100 yuan, 2,849.24, respectively, 2,849.24 The price of 10,000 yuan acquired 51%, 29% of the share options, and the fair value of the net assets was $ 1,200 million, 1,464.7 million yuan. In the same period, Chinese health will recognize the fair value of the original shareholders in Zhangzhou Guosheng shareholders to identify the net assets of $ 4,3988,100, and 2,4244,800 yuan.

In January 2020, Anhui Guosheng and Tenglong Trade signed the "Equity Acquisition Agreement" to acquire the remaining 20% ​​stake in Zhangzhou Guosheng, this acquisition price is $ 183.2 million. Chinese health self holds 100% stake in Zhangzhou Guosheng.

Zhangzhou Guosheng was established on September 25, 2018, at the end of 2020, the net assets of Zhangzhou Guosheng were 1,710.05 million yuan.

On April 29, 2019, Chinese health and Wang Xiaomei, Zhang Ziyuan, signed the "Acquisition Agreement", and acquire 100% equity in Huida Pharmaceutical. Deta-friendly negotiations were friendly in all parties to the transaction, the transfer of 100% equity transfer of 410,000 yuan, of which the difference with the net assets was included in the goodwill.

Interestingly, the Huida Pharmaceutical was established on July 3, 2019. When the acquisition agreement is signed, it has not been established from Anhui World Sheng Pharmaceutical Trade Co., Ltd. (hereinafter referred to as "Anhui World Sheng"). Chinese Health Real Controller He Herlen holds 4% of Anhui World at this time. After the acquisition of Huida Pharmaceutical, He Jialun also quit Anhui World Sheng.

During the reporting period, the value of the goodwen for the above acquisition was 12,5761 million yuan, 15,3105,700 yuan, 15,3105,700 yuan. Among them, Anhui Guosheng acquired Anqing Guosheng in 2020, when the remaining 20% ​​stake in Zhangzhou Guosheng, Chinese health did not disclose the corresponding recognized net assets fair value. However, since 2020, the credit book value of the acquisition of the remaining equity formed by the two companies is not increased compared to 2019, the value of goodwill is not increased.

As of the signing date, Chinese health has 3 self-owned property, two of which are industrial housing, one is a complete set of houses. 101 stores in Wuhu Guosheng, Anqing Guosheng, Zhangzhou Guosheng formed goodwill operation, did not have assets that match the value of goodwill value.

The two companies have not been established, and they sign the acquisition agreement, or the intrinsic taste?