On the evening of April 6, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) ( Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) , SH; yesterday’s closing price was 10.73 yuan) disclosed that the company planned to replace the 100% equity of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) Real Estate Development Co., Ltd. (hereinafter referred to as Xinbai real estate) held by the company with the 80% equity of Xuzhou new health geriatric hospital Co., Ltd. (hereinafter referred to as Xuzhou new health) held by Nanjing sanbo Medical Management Co., Ltd. (hereinafter referred to as Nanjing sanbo medical). After the replacement, the company will hold 80% of the equity of Xuzhou new health and no longer hold the equity of Xinbai real estate.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) said that the placement of Xuzhou new health is conducive to expanding the upstream and downstream industrial chain of the existing large health business sector.
In 2021, Xuzhou new health lost 454935 million yuan. Nanjing sanbo medical promises that Xuzhou new health will realize a cumulative net profit of no less than 430 million yuan from 2022 to 2024.
target enterprise with performance commitment
According to the relevant asset appraisal report, the appraisal value of Xuzhou new health is 2.19 billion yuan, the corresponding 80% equity appraisal value is 1.752 billion yuan, and the price is 1.73 billion yuan; The appraisal value of Xinbai real estate is 1.73 billion yuan and the price is 1.73 billion yuan.
In terms of disposed assets, Xinbai real estate is a wholly-owned subsidiary of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) and was established in July 1993 with a registered capital of 500 million yuan. As of December 30, 2021, Xinbai real estate has total assets of 3.064 billion yuan and net assets of 1.703 billion yuan. In 2021, Xinbai real estate realized an operating revenue of 670588 million yuan and a net profit of -125845 million yuan.
In terms of placement targets, Xuzhou new health was established in October 2013 with a registered capital of 581 million yuan, and Nanjing sanbo medical holds 80% of its equity. As of December 31, 2021, Xuzhou new health has total assets of 1.328 billion yuan and net assets of 456 million yuan. In 2020, Xuzhou new health achieved an operating revenue of 1.9621 million yuan and a net profit of 2.3199 million yuan. In 2021, Xuzhou new health achieved an operating revenue of 209 million yuan and a net profit of – 454935 million yuan.
Nanjing sanbo medical promises that Xuzhou new health will realize a cumulative net profit of no less than 430 million yuan from 2022 to 2024. If the promised net profit target is not achieved after audit, Nanjing Sanbao medical shall compensate Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) in cash.
It is worth noting that Nanjing sanbo medical is a company actually controlled by Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) controlling shareholder sanbo Group Co., Ltd. According to relevant regulations, the above transactions constitute related party transactions.
Shanghai Stock Exchange’s inquiry letter to the company
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) why did you put out real estate assets and put in medical assets? This may be related to the business transformation direction of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) in recent years.
Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) said in the announcement that in order to temporarily solve the problem of horizontal competition in 2014, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) entrusted the stock real estate business of Xinbai real estate to Hongtu real estate, and promised to focus on highlighting the main business and gradually withdraw from the real estate business in the future.
The reporter of the daily economic news noted that correspondingly, in recent years, the proportion of the scale of real estate business in the total scale of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) operating revenue has gradually decreased.
At the same time, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) ‘s big health business is growing. The announcement shows that in 2019 and 2020, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) big health business accounted for 55.80% and 87.84% of the operating revenue respectively. The company’s business layout focusing on big health has been formed. At present, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) has formed three major health business segments supported by health and elderly care services, umbilical cord blood hematopoietic stem cell storage and cellular immunotherapy.
According to public data, Xuzhou new health obtained the qualification of class III hospital in 2020 and officially opened to the public in April 2021 Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) said that putting Xuzhou new health into the listed company is conducive to further increase the company’s revenue scale and form effective business synergy with the company’s existing business.
It is worth mentioning that on April 6, the Shanghai stock exchange sent an inquiry letter to Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) on asset replacement, requiring the listed company to explain the rationality of the subject valuation, the rationality of performance commitment and compensation, and the rationality of this valuation is significantly higher than that of the previous valuation. In this regard, the staff of the Securities Affairs Office of listed companies said that the core of the inquiry letter of Shanghai Stock Exchange is to ask questions about valuation, and it is normal to ask questions related to valuation, and the company will reply.
According to the annual report of Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) 2020, the revenue of the real estate industry accounts for only 1.4% by industry. For the real estate business at this stage, the Securities Affairs Office of listed companies said that the company did not develop new real estate after 2014. At present, the real estate business only completes the sales of real estate developed before 2014.
As of the closing on April 7, Nan Jing Xin Jie Kou Department Store Co.Ltd(600682) reported 10.73 yuan / share, down 1.83% on the same day.
