Securities code: Ningbo Sanxing Medical Electric Co.Ltd(601567) securities abbreviation: Ningbo Sanxing Medical Electric Co.Ltd(601567) Announcement No.: pro 2022036 Ningbo Sanxing Medical Electric Co.Ltd(601567)
Supplementary announcement on the acquisition of 100% equity and related party transactions of Nanjing Mingzhou rehabilitation hospital Co., Ltd., Wuhan Mingzhou rehabilitation hospital Co., Ltd., Changsha Mingzhou rehabilitation hospital Co., Ltd., Changzhou Mingzhou rehabilitation hospital Co., Ltd. and Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd
The board of directors and all directors of the company guarantee that there are no false records, misleading statements or major omissions in the contents of this announcement, and bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.
Ningbo Sanxing Medical Electric Co.Ltd(601567) (hereinafter referred to as “the company”) disclosed the announcement on the acquisition of 100% equity and related party transactions of Nanjing Mingzhou rehabilitation hospital Co., Ltd., the announcement on the acquisition of 100% equity and related party transactions of Wuhan Mingzhou rehabilitation hospital Co., Ltd., and the announcement on the acquisition of 100% equity and related party transactions of Changsha Mingzhou rehabilitation hospital Co., Ltd. on March 28, 2022 According to the announcement on the acquisition of 100% equity and related party transactions of Changzhou Mingzhou rehabilitation hospital Co., Ltd. and the announcement on the acquisition of 100% equity and related party transactions of Ningbo Beilun Mingzhou rehabilitation hospital Co., Ltd., the company plans to acquire 100% equity of Nanjing Mingzhou rehabilitation, Wuhan Mingzhou rehabilitation, Changsha Mingzhou rehabilitation, Changzhou Mingzhou rehabilitation and Ningbo Beilun Mingzhou rehabilitation with its own funds, The supplementary disclosure of relevant contents of the announcement is as follows:
1、 Purpose and necessity of this transaction
The company has a solid industrial layout foundation in the field of medical services, has the ability of chain expansion, and has a good development momentum; The subject business of this transaction is synergistic with the existing medical business of the company, which is conducive to further improving the business scale, overall strength and market competitive advantage of the company’s medical sector.
1. The company has a solid industrial layout foundation in the field of medical services, has the ability of chain expansion, and has a good development momentum
Since 2015, the company has carried out industrial layout in the field of medical services. After years of development, it has formed a good chain hospital management and operation system, and gradually accumulated reputation and competitive advantages in the field of severe rehabilitation. At present, the company has 8 hospitals, of which 6 are acquired through acquisition. The hospital is in good operation and the overall development is in line with
expect. In 2020, the company achieved 1.045 million outpatient visits, 38900 discharge visits and 161800 physical examination visits, and the medical service revenue reached 1.399 billion yuan, accounting for 19.72% of the total revenue of listed companies.
In recent years, the company has continued to carry out work in discipline construction and chain system construction. The company has established an academic committee and a quality and safety management committee to be responsible for the application and promotion of internal medical technology and ensure medical quality and safety. Its Ningbo Mingzhou hospital has been awarded four characteristic disciplines of non-public medical institutions in Zhejiang Province, one key construction discipline in Yinzhou District and three leading units of Yinzhou District specialty alliance; Zhejiang Mingzhou rehabilitation hospital has passed the carf International Rehabilitation certification, and its intensive rehabilitation department has been rated as the advantageous specialty in Xiacheng District of Hangzhou.
2. The subject business of this transaction has synergy with the company’s existing medical business, which is conducive to further improve the business scale and profitability of the company’s medical sector, and further enhance the company’s overall strength and market competitive advantage in the field of rehabilitation
The company’s existing rehabilitation hospital business, in addition to Zhejiang Mingzhou rehabilitation hospital, Hangzhou Mingzhou rehabilitation hospital and Nanchang Mingzhou rehabilitation hospital, which are specialized hospitals for severe rehabilitation, Ningbo Mingzhou hospital, the main comprehensive hospital of the company, also carries out medical rehabilitation business. The five rehabilitation hospitals to be acquired by the company this time are also mainly engaged in severe rehabilitation business, which is basically the same as the company’s existing rehabilitation business, and there is significant synergy in department construction and operation management.
This acquisition can not only realize the remote replication of the company’s rehabilitation medical business and multi-point development in China, but also rapidly expand the scale of the company’s rehabilitation medical business; It can also integrate the resources of medical team personnel and drug consumables procurement, enrich the chain management and operation experience of the company’s rehabilitation hospital, and give better play to the scale effect. Therefore, the five rehabilitation hospitals to be acquired by the company this time will form a good synergy with the company’s existing medical business, which is conducive to further improve the business scale and profitability of the company’s medical sector, and further enhance the company’s overall strength and market competition advantage in the field of rehabilitation.
2、 Pricing basis of this transaction
This transaction is based on the asset appraisal report issued by Yinxin Asset Appraisal Co., Ltd., and the pricing basis is reasonable. The details are as follows:
1. Nanjing Mingzhou rehabilitation
(1) Operating income forecast
Nanjing Mingzhou rehabilitation income comes from main business income (outpatient income, hospitalization income) and other business income, of which the main income comes from hospitalization income. Based on the number of beds occupied (average daily bed occupied) and the average daily cost of beds, the predicted hospitalization income is as follows:
Unit: 10000 yuan
Historical prediction
Project from 2027 to
20212022 20232024 20252026 perpetual year
Number of beds 231.18 296.25 301.85 321.85 321.85 321.85 321.85
Total number of beds 353353 353383383 383383
Increase the number of beds – 0 0 30 0 0
Hospital bed effective
Utilization rate: 65%, 84%, 86%, 84%, 84%
Average daily cost of bed 129441120718126798131389135331139391139391
Growth rate – 7% 5% 4% 3% 3% –
Hospitalization income 1064738120091612852381420018146261815064971506497
Growth rate – 13% 7% 10% 3%
Note: effective utilization rate of hospital beds = number of beds / total number of beds
In 2021, due to the impact of the Nanjing epidemic and the hospital’s initiative to adjust the business structure, the effective utilization rate of hospital beds was reduced to 65%.
By the end of December 2021, the number of beds has reached 301, and the effective utilization rate of hospital beds has recovered to 85%. After that, with 30 beds in the new ward put into operation in 2024, the number of beds increased to 321.85. The subsequent revenue growth mainly comes from the opening of the eighth ward, giving full play to the characteristics of severe disciplines, continuously improving medical technology and service quality, increasing the proportion of severe rehabilitation, accelerating the turnover rate of hospital beds and other measures to restore the average daily cost of beds to the level of 2020.
(2) Operating cost forecast
Operating costs include main business costs and other business costs. The prediction of main business costs is based on variable expenses and fixed expenses according to cost classification. The prediction is as follows:
Unit: 10000 yuan
Historical prediction
From 2027 to 2021, 2022, 2023, 2024, 2025, 2026
Variable cost 568036662996709416783434807081831445831445
Fixed cost 144115162961166542179069192147205416205416
Total 71215182595787595896250399922810368611036861
Among them, the outpatient cost, inpatient cost and commodity sales cost in the variable cost are predicted according to the proportion of outpatient income and inpatient income respectively, and the labor cost, laboratory and imaging department cost and other variable expenses are predicted according to the proportion of inpatient income plus outpatient income; The depreciation expense and decoration expense in the fixed cost are predicted according to the required equipment depreciation and decoration amortization, the lease expense is predicted according to the contract, and the other fixed expenses and other fixed costs are controlled according to the amount.
The comparison between the gross profit margin in the forecast period and that in 2021 is as follows:
Unit: 10000 yuan
Historical prediction
Project 2027
2021, 2022, 2023, 2024, 2025, 2026 to sustainability
Operating income 1091269122711613125581448514149234915375241537524
Operating cost 71215182595787595896250399922810368611036861
Gross profit margin 35% 33% 33% 34% 33% 33%
(3) Cost forecast
The sales expenses and management expenses are predicted according to the fixed expenses and variable expenses respectively, and the proportion of the predicted revenue is as follows:
Unit: 10000 yuan
Historical prediction
Project 2027
2021, 2022, 2023, 2024, 2025, 2026 to sustainability
Operating income 1091269122711613125581448514149234915375241537524
Selling expenses 699.44 804.90 855.30 935.47 961.36 988.05 988.05
Percentage of sales expenses
Revenue ratio 6% 7% 7% 6% 6% 6% 6%
Administrative expenses 147702118763122555127720131382135212135212
Percentage of administrative expenses
Income ratio 14% 10% 9% 9% 9% 9%
There are two reasons for the decrease of management expenses of Nanjing Mingzhou rehabilitation in 2022 compared with 2021. First, there was a one-time maintenance fee in 2021, and there was no continuous maintenance
