Luo Xin Pharmaceutical's 415 million transfer subsidiary 70%equity, "cutting meat" or "shaking the burden"?

Zhongxin Jingwei, September 23 (Wang Yuling) Recently, Luo Xin Pharmaceutical issued an announcement saying that the price of 415 million yuan will transfer 70%of its subsidiary Shandong Luo Xin Modern Logistics Group Co., Ltd. (hereinafter referred to as "Modern Logistics") Sub -Medicine Holdings Co., Ltd. (hereinafter referred to as "Pharmaceutical Holdings") subsidiaries.

However, Zhongxin Jingwei noticed that as of the first half of 2022, the total assets of modern logistics were 2.412 billion yuan and net assets were 644 million yuan. The modern logistics value of the agreement between the two parties is 593 million yuan. This means that Luo Xin Pharmaceutical's subsidiary's transfer price is not as good as its net assets.

Subsidies occupy more than 40 % of the revenue

According to Luo Xin Pharmaceutical's announcement, modern logistics mainly operates drug wholesale and pharmaceutical retail business. It is currently operating normally. Its revenue in 2021 was 2.595 billion yuan, and the operating income in the first half of 2022 was 1.297 billion yuan, while Luo Xin Pharmaceutical's total revenue in 2021 was 6.478 billion yuan, and the operating income in the first half of 2022 was 3.143 billion yuan. , Modern logistics revenue accounts for more than 40%.

From the perspective of net profit, Luo Xin Pharmaceutical's net profit attributable to shareholders of listed companies in 2021 was 406 million yuan, and the net profit of modern logistics in 2021 was 96.36 million yuan, accounting for 23.73%.

On the one hand, the operating income of modern logistics accounted for relatively high operating income. On the other hand, Zhongxin Jingwei noticed that Luo Xin Pharmaceutical had also invested heavily in modern logistics companies.

According to the announcement, Modern Logistics was established on May 22, 2017. It was initiated by shareholders Liu Bao, holding 100%of the shares, and a registered capital of 50 million yuan. According to the press release issued by Luo Xin Pharmaceutical Group in January 2017, Liu Baoqi was the secretary and chairman of the Luo Xin Group.

At the groundbreaking ceremony, Ji Honghai, general manager of Luo Xin Pharmaceutical Group, said that the project of the new pharmaceutical logistics centers covers a total of 230 acres and built in the second phase. The first phase of the plan is to invest 2 billion yuan to build a storage center, trade center, and settlement center supporting facilities. Wait, it will be put into use in June 2017. The annual drug circulation can reach 5 billion yuan, and the profit and tax will be 500 million yuan. After that, the second phase will be constructed.

At that time, Luo Xin Pharmaceutical Group also looked forward to the future prospects of the logistics center that after the project was completed, it would become the most automated degree of automation, the most comprehensive drug types, the widest distribution range, and the largest area of ​​the Lunan northern Jiangsu. distribution center.

Since then, on May 27, 2020, Luo Xin Pharmaceutical also increased capital registered capital to increase capital, which increased its registered capital from 120 million yuan to 204 million yuan. Regarding the registered capital increase, the Kyoto Law Firm Bai Plateau Lawyer analyzed the Sino -Singapore Jingwei that it means that the company has confidence in the development prospects and hopes that the company will further expand.

After a lapse of two years, Luo Xin Pharmaceutical sold 70%of the equity of modern logistics for 415 million yuan, evaluating the value of modern logistics of 593 million yuan. At the same time, the transaction set the performance commitment indicator. If modern logistics fails to complete the performance commitment indicators, the subsidiaries of the medicine holding holding only partially pay the equity transfer model.

For such a high investment and a high proportion of revenue, is Luo Xin Pharmaceutical's valuation of the company's value too low?

The income will be used for daily operations

Regarding the price, Luo Xin Pharmaceutical announced that the transaction price fully considered the actual business development of the target company, the development speed and environmental changes of the pharmaceutical industry, and the pricing was fair and reasonable. Essence

The Bai Plateau analysis of the Sino -Singapore Jingwei stated that for the company's value assessment, not only to refer to net assets, the net assets are static, and there are multiple valuation methods, including cash flow, etc., which need to buy and seller to discuss how to discover corporate value. Eventually depending on the transaction decision between the two parties.

The person in charge of Luo Xin Pharmaceutical Investor's affairs responded to Zhongxin Jingwei that the company had selected the optimal solution to communicate with a number of potential buyers and finally chose the acquisition plan for the medicine.

Regarding the valuation of modern logistics companies, Luo Xin Pharmaceutical responded that from the audit report, as of June 30, modern logistics belonged to the owner of the parent company 435 million yuan, and the value of modern logistics confirmed by both parties was 593 million Yuan, the transfer price is higher than the ownership of the owner of the parent company.

According to Luo Xin Pharmaceutical's announcement, Shandong Luo Xin and its wholly -owned subsidiary Shandong Luo Xin Pharmaceutical Group Hengxin Pharmaceutical Co., Ltd. (hereinafter referred to as "Hengxin Pharmaceutical") provided business borrowings to modern logistics and its subsidiaries As of September 21, 2022, the balance of loans was 999 million yuan.

Luo Xin Pharmaceutical replied that the business model of modern logistics determines that its operations will borrow more funds of the group. Through the sale, the funds can be returned to the transfer price and the previous borrowing. After the reception of the medicine holding, modern logistics will supplement funds through borrowing from banks and repay Luo Xin Pharmaceutical's previous borrowings. The equity income of this transfer subsidiary will be used for the company's daily production and operation.

Zhongxin Jingwei noticed that from the perspective of cash flow, according to Luo Xin Pharmaceutical's interim report, Luo Xin Pharmaceutical's mobile assets were 6.919 billion yuan, and the total assets reached 10.155 billion yuan. However, it is worth noting that Luo Xin Pharmaceutical still has more than 4 billion yuan of receivables, accounting for 40.79%of the total assets, an increase of 7.79%from the same period last year.

After adding some cash flow, how to deal with the remaining accounts? Luo Xin Pharmaceutical said that the active collection of accounts receivable will accelerate the return of funds. Where is the next performance growth point?

From the actual development level of the enterprise, whether modern logistics is "fat" or "burden". After completing the delivery, Luo Xin Pharmaceutical will no longer be a major shareholder of modern logistics. In the announcement, Luo Xin Pharmaceutical remained optimistic about this. After transferring modern logistics, the company will focus on the main business, realize the reasonable allocation of resources, and meet the needs of long -term development.

Zhongxin Jingwei noticed that Luo Xin Pharmaceutical's operations have not been optimistic in recent years. During the reporting period from 2018 to 2022, Luo Xin Pharmaceutical's net profit was increasing in the 2021 Interim Report. In the 2022 interim report, Luo Xin Pharmaceutical's current trend, realizing revenue of 3.143 billion yuan The year-on-year decrease of 8.73%; the net profit attributable to the parent company was -118 million yuan, a year-on-year decrease of 139.73%.

From the perspective of products, the operating income of Luo Xin Pharmaceutical's antibiotics and digestive system products declined significantly, with a decrease of 23.16%and 25.76%, respectively. The gross profit margin of the product also decreased by six percentage points and eight percentage points, respectively.

Luo Xin Pharmaceuticals attributed its revenue to the cause of the epidemic. The company's interim report said that the new type of coronary virus pneumonia in many places in many places rebounded, and the outpatient volume of medical terminals at all levels, unstable surgical volume, retail and third -term channels were shut down or products were removed. affected.

Under the influence of factors such as collecting prices, repeated epidemic, and rising costs, Luo Xin Pharmaceuticals attributed future performance to innovative drugs, and hoped that it would become the next performance growth point.

In April 2022, Luo Xin Pharmaceutical's Donagra Sheng (Commodity Name: Taixinzan®) was approved for listing by the National Drug Administration as a type 1 innovative drug. According to Luo Xin Pharmaceutical, this has achieved a breakthrough of Luo Xin Pharmaceutical's "zero".

At the same time, Luo Xin Pharmaceuticals also carried out clinical trials around Geratosheng tablets, including duodenal ulcer, Helicobacter pylori infection and chronic special constipation.

In this cooperation with Shangyao Holdings, the Pharmaceutical Holdings stated in the announcement that based on the preliminary results of the early cooperation, the two parties have conducted in -depth research and discussing many feasible solutions for the service before the listing of innovation medicines. Luo Xin Pharmaceutical also stated that the drug holding as the preferred dealer for future innovative drug products.

It is worth noting that Luo Xin Pharmaceutical also attributed some reasons for the decline in net profit in the center to the "Bao Bao" innovative medicine. It stated that it has formed an innovative drug direct -operated team to promote innovative drugs. As the new drug is still in the market development period, the income scale has not yet covered the team's personnel and operating costs.

Companies with high revenue before revenue, exchanging innovative medicines, this sale is not worth the value, and it needs time to review.

(For more report clues, please contact Wang Yuling, the author of this article: [email protected]) (Zhongxin Jingwei APP)

(The views in the article are for reference only, do not constitute investment suggestions, have risks in investment, and need to be cautious to enter the market.)

Editor in charge: Li Zhongyuan

Pay attention to the official WeChat public account of JWVIEW (JWVIEW) to get more elite financial information.

- END -