Recently, Realcan Pharmaceutical Group Co.Ltd(002589) (002589, SZ) a related M & A has attracted outside attention. According to the Ruikang medical plan, it plans to buy part of the equity of Tianjin Guohui Da Health Technology Co., Ltd. (hereinafter referred to as Tianjin Guohui) from the company's director and deputy general manager Han Chunlin. It is worth mentioning that in the voting of Realcan Pharmaceutical Group Co.Ltd(002589) board of directors, one director abstained from voting on the above related mergers and acquisitions, but the listed company did not disclose the name of the director and the reasons for his abstention. Not disclosing the reasons for waiver does not comply with the self-discipline regulations of listed companies issued by Shenzhen Stock Exchange. Realcan Pharmaceutical Group Co.Ltd(002589) relevant people told reporters that the company did not notice this detail, so it was omitted. In fact, this is not the first time. In a related party merger and acquisition in 2019, the listed company did not disclose the names and reasons of the directors who abstained from voting.
In addition, Tianjin Guohui is a holding subsidiary of Realcan Pharmaceutical Group Co.Ltd(002589) and most of its main assets are injected by listed companies. It is also doubtful whether it is necessary for listed companies to acquire minority shares held by related parties at a high premium. In this merger and acquisition, related parties seem to have gained a lot.
The names and reasons of the directors who abstained were not disclosed
According to the announcement on Realcan Pharmaceutical Group Co.Ltd(002589) February 18, the company plans to use its own funds to purchase its 38.39992% equity of Tianjin Guohui from Yantai huishuo enterprise management partnership (limited partnership) (hereinafter referred to as Yantai huishuo).
The listed company disclosed that the company held a meeting of the board of directors and the board of supervisors on February 17 and considered and adopted the proposal on acquiring 38.39992% equity and related party transactions of Tianjin guohuida Health Technology Co., Ltd. the proposal was adopted with 4 votes in favor, 0 votes against and 1 abstention.
The announcement of Ruikang medical did not mention the directors who abstained and the reasons for abstaining.
According to the guidelines for self discipline supervision of listed companies of Shenzhen Stock Exchange No. 2 - announcement format, when disclosing the resolution of the board of directors, the listed company shall "disclose the relevant reasons if the directors vote against or abstain from voting on the proposal under consideration." The secretaries of listed companies also told reporters that according to the regulations, it should be necessary to disclose the names and reasons of the directors who abstained from voting.
In this regard, Realcan Pharmaceutical Group Co.Ltd(002589) relevant people told reporters that the company did not pay attention to this detail, so it was omitted.
Up to now, the board of directors of Realcan Pharmaceutical Group Co.Ltd(002589) has a total of 9 directors, including non independent directors Zhang Renhua, Han Xu, Han Chunlin, Yang Bo, Feng Hongtao and Zhou Yun, as well as independent directors Liu Xijun, Yu Jianqing and Wu Bin. Among them, Zhang Renhua, Han Xu, Han Chunlin and Yang Bo avoided voting as related directors, and the three independent directors also signed and agreed to the acquisition. Therefore, the directors who abstain from voting should be one of Feng Hongtao and Zhou Yun. Zhou Yun is currently the Secretary of the board of directors, director and deputy general manager of the company. The qualification of the Secretary of the board of directors is nominated by Han Xu.
Compared with Zhou Yun, Feng Hongtao is undoubtedly more likely. Feng Hongtao is currently the deputy general manager of China Merchants capital, the managing director and Secretary of the board of directors of China Merchants equity investment and China Merchants Kunlun Equity Investment Management Co., Ltd., the general manager of Shenzhen merchants Sanxin capital, the general manager of Shenzhen merchants Huihe equity investment fund, and the general manager of Jingzhou merchants Huide capital. As of September 30 last year, Jingzhou merchants Huize pharmaceutical investment partnership (limited partnership) under China Merchants capital held 75.2355 million shares of Ruikang medical, with a shareholding ratio of 5%, which is the third largest shareholder of the company.
As for whether the director who abstained from voting is the representative director of China Merchants Huize, the person said that the company will make supplementary disclosure in the follow-up meeting, which is not convenient to repeat on the phone.
In fact, this is not the first time that Realcan Pharmaceutical Group Co.Ltd(002589) related M & A has been questioned by directors. At the end of October 2019, the company announced the acquisition of 72% shares of Weihai Hengjian hospital from the actual controllers Han Xu and Zhang Renhua. At that time, one director also abstained, but the listed company did not disclose the name of the director and the reasons for his abstention. At that time, Feng Hongtao had served as a director of the company.
Realcan Pharmaceutical Group Co.Ltd(002589) inject a large amount of assets
Tianjin Guohui is mainly engaged in claims outsourcing services, drug welfare management, diagnosis and treatment integration and other businesses. Tianjin Guohui is a holding subsidiary of Realcan Pharmaceutical Group Co.Ltd(002589) , and its core assets also come from the injection of listed companies. After two years of cultivation, Tianjin Guohui has indeed grown, and now the biggest harvest seems to be the related parties of listed companies.
Realcan Pharmaceutical Group Co.Ltd(002589) in mid February 2020, it was announced that it was agreed that the shareholders of the company and Tianji Health Medical Technology Co., Ltd. (hereinafter referred to as Tianji Health) would contribute to the establishment of Tianjin Guohui with their own equity of Tianji health. The registered capital of Tianjin Guohui is 50 million yuan, of which Realcan Pharmaceutical Group Co.Ltd(002589) subscribed 23.6361 million yuan, with a shareholding ratio of 47.2722%; The shareholding ratio of Han Xu is 22.102 million yuan, with a subscription ratio of 22.14 million yuan. At that time, the assessed value of the net assets of Tianji health was 147 million yuan. After conversion, Han Xu's actual contribution to Tianjin Guohui was 64.83 million yuan.
On February 20, 2020, the registered capital of Tianjin Guohui increased to 54.9621 million yuan, and the newly increased registered capital was subscribed by Tianjin Ruikang Haihe medical industry fund partnership (limited partnership) with monetary capital. After the capital increase, Han Xu's shareholding in Tianjin Guohui decreased to 40.21%; The shareholding ratio of Realcan Pharmaceutical Group Co.Ltd(002589) decreased to 43%. Since then, Han Xu transferred the above-mentioned shareholding to Quanjiafu investment controlled by himself with 64.8298 million yuan; In September 2020, Quanjiafu investment transferred its 1.81% equity of Tianjin Guohui; In November 2021, Quanjiafu investment transferred the remaining 38.4% equity of Tianjin Guohui to Yantai huishuo. The actual controller of Yantai huishuo is Han Chunlin, who is the director and deputy general manager of Realcan Pharmaceutical Group Co.Ltd(002589) and the son of Han Xu and Zhang Renhua.
In this transaction, the overall transaction valuation of Tianjin Guohui is 599 million yuan, 248 million yuan higher than the net assets of the parent company of the subject company before the evaluation, with a value-added rate of 141.82%. The transaction consideration corresponding to the underlying equity is 230 million yuan. Combined with the aforementioned development process of Tianjin Guohui, the "Han family" will undoubtedly reap a lot from this asset sale.
For this acquisition, Realcan Pharmaceutical Group Co.Ltd(002589) said that before the transaction, Tianjin Guohui was a related investment company controlled by the company. While reducing related investment, the company's control over Tianjin Guohui will be further strengthened, which meets the strategic needs of the company's sustainable development and helps to enhance the company's profitability.
The reporter of the daily economic news noted that most of the main assets of Tianjin Guohui were injected by Realcan Pharmaceutical Group Co.Ltd(002589) . According to the appraisal report, including Tianji health, there are 7 long-term equity investment enterprises included in the appraisal scope of Tianjin Guohui, and the other 6 are Guangzhou Realcan Pharmaceutical Group Co.Ltd(002589) , Heilongjiang Ruikang, Heilongjiang RUIKANGXIN Baiyun, Yunnan jiaderek, jijilei (Tianjin) pharmaceutical and Realcan Pharmaceutical Group Co.Ltd(002589) Heyuan. According to qixinbao, except Jixiang Lei (Tianjin) pharmaceutical and Realcan Pharmaceutical Group Co.Ltd(002589) Heyuan, other enterprises are basically injected by Realcan Pharmaceutical Group Co.Ltd(002589) in the second half of 2020.
Tianjin Guohui's long-term equity investment accounts for 71% of the total assets. Photo source: screenshot of the appraisal report
Realcan Pharmaceutical Group Co.Ltd(002589) the massive asset injection has pushed up the valuation of Tianjin Guohui, but now listed companies have to pay for the existing valuation of Tianjin Guohui.
For the reason why the company acquired Tianjin Guohui, Realcan Pharmaceutical Group Co.Ltd(002589) the above-mentioned person said that this was the decision of the company's board of directors, mainly based on the disclosure of the company's announcement.
