In less than a week, Topchoice Medical Co.Inc(600763) acquired Heren Health Co.Ltd(300550) regenerative transformer.
On the evening of May 15, Topchoice Medical Co.Inc(600763) issued an announcement to transfer 29.75% of the shares held by Heren Health Co.Ltd(300550) major shareholders for 769 million yuan. Upon completion of the acquisition, Topchoice Medical Co.Inc(600763) will become the largest shareholder and actual controller of Heren Health Co.Ltd(300550) .
However, less than three days after the announcement was issued, on the evening of May 18, Heren Health Co.Ltd(300550) issued an announcement saying that Yang Yibing, chairman and general manager of Heren Health Co.Ltd(300550) chairman, Dai Zeyu, vice chairman, and Yang Bo, director and deputy general manager resigned. Among them, Yang Yibing and Yang Bo no longer held their original positions in Heren Health Co.Ltd(300550) but held other positions instead. Dai Zeyu will not hold any position in Heren Health Co.Ltd(300550) after his resignation.
On May 19, Topchoice Medical Co.Inc(600763) announced that the two sides formally terminated the agreement on waiver of voting rights through consultation and did not pursue each other’s legal responsibilities.
With investors asking questions one after another on the open platform, “to realize medical informatization, we can take the way of business cooperation or strategic shareholding. Why should we control a non main business company?” There are many questions in the market, including the purchase price, the necessity and rationality of cross-border acquisition, etc.
Before the press release, neither Topchoice Medical Co.Inc(600763) nor Heren Health Co.Ltd(300550) responded to the interview of Huaxia times. “This situation is more common in the industry. Usually, the major shareholders of the transferor give up some rights and hesitate after weighing the advantages and disadvantages,” Liu Yao, a partner of Zhongdi capital, said in an interview with the reporter of Huaxia times
acquisition history
Topchoice Medical Co.Inc(600763) announced on May 15 that after the transaction is completed, Topchoice Medical Co.Inc(600763) chairman LV Jianming will become the actual controller of Heren Health Co.Ltd(300550) .
The announcement shows that in this acquisition plan, in return, the transferor is also the original actual controlling party of Heren Health Co.Ltd(300550) Hangzhou Panyuan Investment Co., Ltd. (hereinafter referred to as “Panyuan investment”), Yang Yibing and Yang Bo (actual controller of Panyuan investment) promise that after Topchoice Medical Co.Inc(600763) obtains the control right of Heren Health Co.Ltd(300550) the transferor and its persons acting in concert will not actively seek the control right of the listed company or assist other third parties to seek the control right of the listed company; Do not sign or set up concerted action agreements, voting rights entrustment or other agreements, documents and arrangements that may affect the transferee’s control over the target company with any third party.
Liu Yao analyzed, “revenue pressure may be the main reason for the suspension of this acquisition.” It is reported that Panyuan investment and Yang Yibing and Yang Bo, the actual controllers of Heren Health Co.Ltd(300550) made performance commitments, promising to achieve net profits of no less than 35 million yuan, 40 million yuan and 45 million yuan respectively from 20220 to 2024, with a total of no less than 120 million yuan in three years.
In fact, in the past two years, Heren Health Co.Ltd(300550) operation is relatively stable, but the net profit has a downward trend. In 2019, 2020 and 2021, Heren Health Co.Ltd(300550) revenue was 441 million yuan, 455 million yuan and 464 million yuan respectively, and the net profit after deducting non recurring profit and loss attributable to shareholders of listed companies was 32.19 million yuan, 32.03 million yuan and 27.1 million yuan respectively.
Tianyan survey shows that Topchoice Medical Co.Inc(600763) and Heren Health Co.Ltd(300550) headquarters are located in Hangzhou, Zhejiang. In addition to the intersection of geographical space, there is a certain distance in the business field Topchoice Medical Co.Inc(600763) is mainly engaged in oral medical services, and its industries are mainly distributed in Zhejiang Province.
Heren Health Co.Ltd(300550) as a medical information enterprise, its main business is the R & D, sales, implementation integration and service support of medical information system and digital scene application system. Its typical customers include 301 Hospital, Xijing Hospital, Zhejiang Provincial People’s Hospital, Jiangsu Provincial Hospital of traditional Chinese medicine and other large public hospitals.
For the acquisition of Heren Health Co.Ltd(300550) , Topchoice Medical Co.Inc(600763) said in the announcement that the medical digital layout can provide a high-speed growth engine for the efficient development of the company’s hospitals. Through the construction of big data platform and artificial intelligence platform, sort out and analyze the hospital operation and customer health information, and output high-quality analysis results in diagnosis and treatment and operation management. The integration will help to improve the medical quality and operation level, enhance the profitability and competitive advantage of the company, and become a model for the upgrading of various hospitals in the future. In line with the company’s strategic planning and development needs.
It is worth noting that Topchoice Medical Co.Inc(600763) is not the first buyer of Heren Health Co.Ltd(300550) . In the morning of May 15, Heren Health Co.Ltd(300550) announced the termination of the transaction with science city information group, and the counterparty became Topchoice Medical Co.Inc(600763) . On April 13 this year, Heren Health Co.Ltd(300550) also signed a supplementary agreement with the former buyer to help the smooth progress of the equity transfer transaction.
Tongce’s it dream
This is not Topchoice Medical Co.Inc(600763) the first time to enter the medical IT industry.
As early as 2015, Topchoice Medical Co.Inc(600763) acquired 95.67% of the equity of Hangzhou Haijun Technology Co., Ltd., a medical information technology development company, in the form of fixed increase. At that time, the estimated value of all shareholders’ equity of Hangzhou Haijun Technology Co., Ltd. was about 5.06 billion yuan.
. Further improve its core competitiveness, enhance sustainable profitability, cultivate new profit growth points, and strive for more return on investment for the company and shareholders.
However, according to the expression of Topchoice Medical Co.Inc(600763) at the institutional research meeting, some people in the industry interpreted it as ” Topchoice Medical Co.Inc(600763) stomatological hospital is unable to expand”. This is because Topchoice Medical Co.Inc(600763) has not really gone out of Zhejiang since it was listed in 1996. In the first quarter of 2022, the medical service revenue in Zhejiang province accounted for 91.14%, and the medical service revenue outside Zhejiang province accounted for 8.86%.
Once Topchoice Medical Co.Inc(600763) also worked hard for the whole country. In 2018, Topchoice Medical Co.Inc(600763) launched the “Dandelion plan”, but from the results, the effect is not significant.
By the end of 2021, Topchoice Medical Co.Inc(600763) in Zhejiang Province, the medical service revenue had reached 2.374 billion yuan, accounting for 90%. According to the financial report of Topchoice Medical Co.Inc(600763) 2014-2021, the ratio of revenue inside and outside Topchoice Medical Co.Inc(600763) province has been maintained at about 9:1.
Liu Yao said, “oral services are highly dependent on equipment, and patients and doctors are highly bound, so they must complete medical services offline. From the beginning to the end of the visit, a patient always follows the same doctor. The level of the doctor itself has a great impact on the treatment effect, and a good doctor’s reputation can affect the customer effect.”
The reporter learned that the amount of Topchoice Medical Co.Inc(600763) acquisition of Heren Health Co.Ltd(300550) is about equivalent to its operating income in one quarter, net profit of the whole year, and all the book funds at present. According to the financial report, the operating revenue of Topchoice Medical Co.Inc(600763) in the first quarter of 2022 was 655 million yuan, and Topchoice Medical Co.Inc(600763) monetary capital was 734 million yuan by the end of the first quarter of 2022. In 2021, Topchoice Medical Co.Inc(600763) operating revenue was 2.781 billion yuan, an increase of 33.19% over the previous year; The net profit was 786 million yuan, an increase of 44.26% over the previous year. The net profit attributable to the parent company in 2021 was 703 million yuan.
According to the financial report of the first quarter of Topchoice Medical Co.Inc(600763) 2022, the company’s business was greatly affected by the covid-19 pneumonia epidemic in the first quarter, the epidemic situation was repeated, the hospital business had to accept the unified arrangement and deployment of epidemic prevention and control in various places, the diagnosis and flow restriction were often stopped in the epidemic area, the treatment plan of patients with other common diseases was delayed, and the number of patients from other places visiting Hangzhou decreased significantly. At the same time, the support of experts of the general hospital to branches was limited by the local epidemic prevention and control policies.
In addition, in the first quarter of this year, the medical service revenue outside Topchoice Medical Co.Inc(600763) Zhejiang Province decreased by 9.5% while the medical service revenue in Zhejiang Province maintained a slight increase. According to reports, the main reason is that Cangzhou stomatological hospital, Nanjing Jinling stomatological hospital and Suzhou cunji stomatological hospital have been suspended for a long time due to the epidemic.
Topchoice Medical Co.Inc(600763) it road may have more variables.
