On March 31, Yihua Healthcare Co.Ltd(000150) controlling shareholder Yihua enterprise (Group) Co., Ltd. (hereinafter referred to as “Yihua group”) received the supervision letter issued by Shenzhen Stock Exchange.
Affected by this news, as of the closing on April 1, Yihua Healthcare Co.Ltd(000150) share price closed at 3 yuan / share, slightly down 0.66%, with a total market value of 2.633 billion.
shareholders’ passive reduction
According to the data, Yihua Healthcare Co.Ltd(000150) was listed in August 2000. Its main businesses include investment and operation of medical institutions, investment and operation of elderly care communities, comprehensive medical logistics services, medical professional engineering, etc. Its controlling shareholder is Yihua group, and the actual controller is Liu Shaoxi, once known as the “godfather of Chaoshan capital”.
On February 26, Yihua Healthcare Co.Ltd(000150) issued a pre disclosure announcement that some shares of the controlling shareholders and actual controllers had the risk of being forced to close positions and passive reduction. From March 16 to 17, 2022, due to the execution of judicial ruling, the pledged shares were passively reduced through centralized bidding, with a total reduction of about 3090000 shares, accounting for 0.35% of Yihua Healthcare Co.Ltd(000150) total share capital, and a total reduction of about 9.78 million yuan.
The reduction will be carried out within 9 months after 15 trading days from the date of announcement through centralized bidding transaction or block transaction. The total number of shares reduced shall not exceed 2.68% of the total number of shares of the company.
This is a normal passive reduction. Yihua Healthcare Co.Ltd(000150) also said that the reason for this passive reduction is that there is a dispute over the securities trading contract between Yihua group and Gf Securities Co.Ltd(000776) and the applicant Gf Securities Co.Ltd(000776) applied to Shantou intermediate people’s court for the disposal of Yihua Healthcare Co.Ltd(000150) shares pledged to Gf Securities Co.Ltd(000776) held by Yihua group and Liu Shaoxi. What caused the Shenzhen Stock Exchange to pay attention to the reduction?
It is reported that Yihua Healthcare Co.Ltd(000150) through the centralized bidding trading of the stock exchange, the pre disclosure time between the reduction and the above reduction is less than 15 trading days. This behavior violates the regulations of the Shenzhen Stock Exchange, so we received the supervision letter from the Shenzhen Stock Exchange.
In addition to the passive reduction of the controlling shareholder Yihua group, Yihua Healthcare Co.Ltd(000150) another shareholder is also involved in the passive reduction of shares due to breach of contract.
On March 8, Yihua Healthcare Co.Ltd(000150) announced that Lin Zhenggang, a shareholder holding more than 5% of the company’s shares, was involved in breach of contract due to the pledge type repurchase of shares from Zhongtai Securities Co.Ltd(600918) and Zhongtai Securities Co.Ltd(600918) applied to Jinan Intermediate People’s court for execution to dispose of Yihua Healthcare Co.Ltd(000150) shares held by him. Within six months after 15 trading days from the date of this announcement, he passively reduced his holdings of no more than 17553900 shares of the company by means of centralized bidding, That is, not more than 2% of the total share capital of the company.
As of the disclosure date of the announcement, Lin Zhenggang held 74.19 million shares of listed companies, accounting for 8.45% of the company’s shares.
Previously, on February 26, Yihua Healthcare Co.Ltd(000150) announced that Lin Zhenggang had passively reduced 96000 shares of listed companies, accounting for 0.011% of the total share capital of the company.
involving illegal guarantee
On February 19, Yihua Healthcare Co.Ltd(000150) disclosed that Yihua group, the controlling shareholder of the company, received the notice of filing a case from the CSRC. Yihua group was suspected of violating laws and regulations in information disclosure. According to relevant laws and regulations, the CSRC decided to file a case for investigation.
It is reported that the letter Phi violation or from a violation guarantee. In March 2019, Yihua group (borrower) signed a loan contract with Du (lender), with a loan amount of 150 million yuan. After signing the loan contract, Yihua group issued the letter of guarantee with the seal of Yihua Healthcare Co.Ltd(000150) and the seal of legal representative without the consent of Yihua Healthcare Co.Ltd(000150) directors, supervisors and senior management of Yihua Healthcare Co.Ltd(000150) in August 2019, and did not inform Yihua Healthcare Co.Ltd(000150) .
The letter of guarantee was used by Du to provide guarantee for the loan of 150 million yuan of Yihua group, accounting for 6.2% of the audited net assets of Yihua Healthcare Co.Ltd(000150) 2018. Yihua group failed to inform Yihua Healthcare Co.Ltd(000150) to make a timely announcement or disclose it in the periodic report after knowing the situation.
Since Yihua group failed to pay off all its debts due, the court ruled that Yihua group should repay the principal of RMB 851034 million and the corresponding interest to Du, Yihua Healthcare Co.Ltd(000150) bear joint and several liability for half of the payment obligations undertaken by Yihua group, with an amount of RMB 425517 million.
Shenzhen Stock Exchange also issued a letter of concern on this matter, believing that the guarantee has not been subject to Yihua Healthcare Co.Ltd(000150) review procedures and has not fulfilled the obligation of information disclosure Yihua Healthcare Co.Ltd(000150) also received the warning letter from Guangdong Securities Regulatory Bureau on January 29.
It is inconceivable that the subsidiaries of China should borrow debts in the name of the group, which also leads to such a “hole” in the name of the parent company.
In January 2021, Yihua Healthcare Co.Ltd(000150) plans to change the controlling shareholder through non-public offering of shares to “get rid of” Liu Shaoxi’s control. However, the fixed increase failed in August of the same year. In the reply to the inquiry letter in September, the company said that “the controlling shareholder is still Yihua group and the actual controller is still Liu Shaoxi”.
It rains at night when the house leaks. According to the third quarterly report of 2021, Yihua Healthcare Co.Ltd(000150) the controlling shareholder Yihua group has pledged and frozen about 219 million shares, accounting for 75.65% of its shares and 25% of the total share capital of the company. In addition, Yihua Healthcare Co.Ltd(000150) among the top 10 shareholders, most or all of the shares of 6 shareholders were pledged and frozen.
company may be delisted
Yihua Healthcare Co.Ltd(000150) , whose vision has failed, is also “a chicken feather in one place” in terms of performance.
On January 29, Yihua Healthcare Co.Ltd(000150) announced the performance forecast for 2021. During the reporting period, the net profit attributable to shares is expected to be – 360 million yuan to – 540 million yuan, which is the third consecutive year of negative net profit of the company.
According to the data, from 2019 to 2020, Yihua Healthcare Co.Ltd(000150) achieved revenue of about 1.792 billion yuan and 1.562 billion yuan respectively; The net profit attributable to shares was about – 1.572 billion yuan and – 625 million yuan respectively.
On December 31, 2020, the Shenzhen Stock Exchange issued new delisting regulations, which showed that the lower of the net profit before and after deduction was negative and the operating income was less than 100 million yuan. The provision for ST is that the net profit of the company before and after deducting non recurring profits and losses in the last three fiscal years, whichever is lower, is negative, and the audit report of the last year shows that the company’s ability to continue as a going concern is uncertain.
In other words, Yihua Healthcare Co.Ltd(000150) although it does not fully trigger the delisting risk, the fate of wearing stars and hats may be inevitable.
Since ST Yisheng withdrew from the market in March 2022 due to the false increase of profit of more than 2 billion yuan, Yihua Healthcare Co.Ltd(000150) has been a single seedling of “Yihua system”. Previously, Yihua Healthcare Co.Ltd(000150) also tried to beautify the performance through accounting policies.
In 2021 Yihua Healthcare Co.Ltd(000150) changed the accounting policy, changed the investment real estate from the cost measurement mode to the fair value mode, and changed part of the self-use real estate to the rental purpose to the investment real estate. The above operations are expected to increase the company’s consolidated owner’s equity by 289 million yuan and increase the net profit by 6.4189 million yuan at the end of the period.
Meanwhile, the Shenzhen Branch of Oriental Asset Management Company agreed to irrevocably and unconditionally exempt the debt principal and interest of Yihua Healthcare Co.Ltd(000150) wholly-owned subsidiary, totaling 466304 million yuan. The company also said that all interests will be included in the company’s current income, which will have a positive impact on the company’s performance in 2021.
It should be noted that the company’s debt of nearly 47 million was wiped out only due to changes in accounting policies.
Or the “sequelae” of M & A is “playing tricks”?
Yihua Healthcare Co.Ltd(000150) was formerly known as Yihua real estate. In 2015, Yihua real estate sold 100% of the equity of Guangdong Yihua, Shantou Rongxin and Meizhou Yihua, realizing the full disposal of the original real estate business.
Since then, Yihua Healthcare Co.Ltd(000150) spent 720 million yuan to acquire the medical logistics contractor zhongankang, 1.625 billion yuan to acquire the medical service management provider Dazi selkang, and 300 million yuan to acquire 100% equity of Aole, a medical device manufacturer in the field of blood glucose and blood pressure monitoring, transforming from a real estate developer to a large medical and health enterprise.
However, the massive mergers and acquisitions after the transformation did not increase Yihua Healthcare Co.Ltd(000150) performance. From 2016 to 2020, the company’s net profit after deduction was 770 million yuan, 170 million yuan, 137 million yuan, – 1.8 billion yuan and – 569 million yuan respectively. Moreover, the goodwill brought by massive mergers and acquisitions and the subsequent impairment of goodwill make the company’s performance difficult.
Not only the performance is sluggish, but also the share price is unsatisfactory Yihua Healthcare Co.Ltd(000150) started to decline for several years after it set a record high price of 54.34 yuan in 2015. On February 4, 2021, its share price bottomed to 1.99 yuan. Since then, the share price gradually climbed to 6.16 yuan and fell again.
As for the impact of Yihua Healthcare Co.Ltd(000150) receiving the supervision letter on the company, the successive passive reduction of shareholders and the risk of delisting, this newspaper has sent an interview letter to the enterprise. As of press time, no reply has been made.
