Nearly 800 million yuan to buy a subsidiary "name"?Rongfeng Holdings supplementary explains the rationality of the transaction and does not mention the benefit of the gambling

As the shareholders' meeting decided to acquire nearly 800 million yuan is about to be held, Rongfeng Holdings (SZ000668, a stock price of 13.15 yuan, and a market value of 1.931 billion yuan) to supplement the announcement of the purchase of Sun Company.

Previously, on September 15th, Rongfeng Holdings announced that the company and the holding subsidiary Anhui Weiyu Medical Equipment Technology Co., Ltd. (hereinafter referred to as "Weiyu Medical") signed the "Equity Transfer Agreement", which plans to be a transaction consideration of 787 million yuan , Hunan Weiyu Pharmaceutical Co., Ltd. (hereinafter referred to as "Hunan Weiyu") held 100%equity.

On the evening of September 23 (last Friday), the daily economic news is "Rongfeng Holding nearly 800 million" luxury purchases "for? "As the title, the Hunan Weiyu upgrade will" empty "the previous acquisition of the listed company's previous acquisition of gambling labels and performance pockets will be reported by most of the transfer models.

After the next transaction was issued (on the evening of September 25), Rongfeng Holdings issued a supplementary announcement. In addition to supplementing the pricing and rationality of the transferee Hunan Weiyu transaction, it also mentioned that "this transaction delivery time After the completion of the previous reorganization performance commitment, the listed company's acquisition of the Hunan Weiyu and Wei Yu Medical Operation Calculation Calculation of the listed company this time. "

However, a person in the capital market bluntly stated that in the transaction, Hunan Weiyu's equity has been sold to listed companies as a subsidiary, as a subsidiary Weiyu Medical, what other rights are there to consolidate their operations? In the case of parallel, listed companies can completely manage and host Hunan Weiyu instead of taking out 787 million to acquire.

It is worth noting that at the interim shareholders meeting on September 30, if the relevant proposal was approved, Rongfeng Holdings will also clear the biggest obstacle. However, Sheng Shida Investment Co., Ltd. (hereinafter referred to as "Sheng Shida"), as one of the bottoms of the previous acquisition, is also a major shareholder of listed companies. Whether it should avoid voting should be avoided in the supplementary announcement.

After the upgrade of Sun Company, the subsidiary still merged its operation

Once the final acquisition is completed, the "grandchildren" established in August, Hunan Weiyu, will become the first -level subsidiary of Rongfeng Holdings. Weiyu's revenue data will still be counted in the name of the former shareholder.

In the supplementary announcement issued on September 26, Rongfeng Holdings mentioned again for the acquisition of Hunan Weiyu, "Further enhances competitiveness" and "does not harm the interests of the company and all shareholders."

Compared with the announcement on September 15th, in the latest supplement, Rongfeng Holdings mentioned that this acquisition belongs to the equity transfer under the same control of the listed company. It has a significant impact and operating results.

"Daily Economic News" reporter noticed that although there is no significant impact on the financial status and operating results of listed companies, the "upgrade" transaction of Hunan Weiyu will allow Wei Yu Medical, which is still in the performance commitment period, change".

Rongfeng Holdings's restructuring report on Weiyu Medical on June 30, 2021 shows that as of the time, Weiyu Medical had a total of 19 wholly -owned subsidiaries and 1 holding subsidiaries. company of.

More than a year later, most of these assets were transferred to the name of Hunan Weiyu. The announcement disclosed by Rongfeng Holdings on September 15 shows that among the 12 subsidiaries of Weiyu in Hunan, except for Hunan Rongfeng Medical Bo Technology Co., Ltd., which was established in January 2022, the other 11 other 11 were from Weiyu Medical.

In the supplement on September 26, Rongfeng Holdings mentioned that in terms of scale and business layout, Hunan Weiyu owns 12 subsidiaries and 7 Sun companies; Inner Mongolia, Anhui and other provinces, provinces, autonomous regions, and municipalities.

In terms of transactions, Rongfeng Holdings acquired Weiyu Medical's major asset reorganization transaction (hereinafter referred to as "previous transactions") in 2021, the 100%equity price of Weiyu Medical is 1.056 billion yuan, and the average price -earnings ratio of the corresponding performance commitment period is 9.26 times Essence In this transaction, the 100%equity price of Hunan Weiyu was 787 million yuan, and the average price -earnings ratio of the corresponding performance commitment period was 12.36 times.

Considering that after being included in Rongfeng Holdings, Weiyu Medical has not had much adjustment, and Hunan Weiyu's position in Weiyu Medical is obviously pivotal.

In the announcement of the announcement on September 26, Rongfeng Holdings said that due to the influence of the national "volume procurement" policy and the new crown epidemic situation, the sales business in some areas was affected, in order to improve management efficiency, optimized hospital configuration, accelerated the company's configuration, and accelerated the company. The main business is developing, so it is planned to use this transaction to directly manage the business in Weiyu Medical's business stable and good operation.

At the same time, in the announcement of the announcement on September 26, Rongfeng Holdings also said: "Because the Hunan Weiyu, which the listed company acquired this time, is an important business entity of the" previous reorganization 'target company, the company, this transaction After the delivery is completed, when calculating the completion of the previous reorganization performance commitment, the business operation of Hunan Weiyu and Wei Yu Medical's operations acquired by the listed company this time is calculated. "

In the "upgrade" transaction of Hunan Weiyu, Rongfeng Holdings will come up with 787 million yuan, but the operating status of Weiyu in Hunan will still be merged in Weiyu Medical. In other words, in the short term, this cost of nearly 800 million transactions was more about the name of a wholly -owned subsidiary for Hunan Weiyu. "Hunan Weiyu's equity has been sold to listed companies. What other rights have Weiyu Medical Calculation of Weiyu Medical?" On the morning of September 26, a capital market person told the reporter of "Daily Economic News", " In the case of parallel, Rongfeng Holdings can completely manage and host Hunan Weiyu, instead of taking out 787 million to acquire.

Help the gambling commitment commitment? Supplementary announcement is not mentioned

For Rongfeng Holdings, which is not rich in book funds, Weiyu Medical's first annual performance has only completed a zero performance, which makes Rongfeng Holdings's cross -border gains obviously unsuccessful.

"The amount of the previous reorganization performance commitment will not change due to the above merger calculation. Therefore, this transaction will not adversely affect the performance of the previous reorganization performance commitment, and there is no situation of harm to the interests of listed companies and small and medium shareholders." In 9 9 In the announcement on the 26th, Rongfeng Holdings said.

It is worth noting that in the previous transactions, Ning Yongchao and Sheng Shida promised as a shareholder of Weiyu Medical. Weiyu Medical's deduction of non -recurring profit or loss before and after 2023 was owned by the parent company The net profit of those is not less than 117 million yuan, 102 million yuan, and 123 million yuan, respectively.

However, in the first year (2021) with Rongfeng Holdings, Weiyu Medical achieved net profit of 17.458 million yuan, and the net profit after deducting non -recurring profit or loss was 6.9276 million yuan. Annual commitment performance.

According to the agreement, Ning Yongchao and Sheng Shida needed to compensate Rongfeng Holdings to RMB 193.257 million and 102 million yuan. Since then, Sheng Shida paid all performance compensation to Rongfeng Holdings of 102 million yuan, but because the compensation for the performance of Rongfeng Holdings was not paid by 19.3257 million yuan.

On the morning of September 15th, Rongfeng Holders told the reporter of "Daily Economic News" on the phone that Ning Yong super had not paid the performance compensation, the main reason was that his assets realized.

Who is Rongfeng Holding Nearly 800 million "Holy Shopping" for? In the "Daily Economic News" reporter learned through interviews and industry and commerce information that although Rongfeng Holdings has more than 70%of the voting rights in the relevant rights of Weiyu Medical, Ning Yong's equity that can be controlled has reached 55.53%. Based on this calculation, the value of Ning Yongchao's corresponding equity of the shareholders' parties is 437 million yuan.

Once Hunan Weiyu's transaction is completed, Ning Yongchao, who can get up to the maximum transfer, will undoubtedly become a big winner -not only can pay for performance compensation, but also enables Weiyu Medical to complete its performance commitment of 102 million yuan in 2022 Essence

Regarding whether the bottom of the company can get enough funds to complete the performance of the performance in Hunan Weiyu's transaction. On the afternoon of September 26, Rongfeng Holdings told the reporter of "Daily Economic News": It is not clear.

787 million acquisitions are about to make a noise. Should the major shareholders avoid voting?

According to Rongfeng Holdings, the acquisition of Hunan Weiyu will not affect the performance commitment of the previous acquisition of Zhongweiyu Medical, but in the case of the financial merger of both parties, the promise party of the two transactions has quietly changed.

On September 15th, when the first disclosure of the acquisition of Hunan Weiyu's equity, Rongfeng Holdings made it clear that the performance commitment of the equity transfer was Wei Yu Medical. Weiyu Medical promised to Hunan Weiyu in 2022, 2023, 2024, 2024 The amount of net profit attributable to the owner of the parent company to the parent company's owner of the parent company in 2025 was not less than 44.6 million yuan, 60 million yuan, and 80 million yuan.

In the announcement on September 26, Rongfeng Holdings stated that this transaction (the acquisition of 100%equity of Hunan Weiyu) is different from the performance commitment period of the previous transaction. ), The performance commitment period (3 years), which is longer than the previous reorganization, is more conducive to the long -term stable growth of the target company's performance, bringing long -term value returns to listed companies and small and medium shareholders.

However, after the change of Weiyu medical equity and capital increase in October last year, except for the total shares of about 10.74%of the Nongjin (Hubei) debt -to -equity investment fund partnership (limited partnership), Hubei Gaotuyunqi Technology In addition to the results of the transformation of equity investment partnerships (limited partnership), other major shareholders of Weiyu Medical have become Rongfeng Holdings (33.74%of the shares), and Ning Yongchao Changsha Wenchao, Xinyu Naoding, Liao Xiaoye.

"Daily Economic News" reporter noticed that in the previous acquisition, in addition to the natural person Ning Yong oversupply, the performance committee also had the major shareholder of Rongfeng Holdings Sheng Shida. The Weiyu medical equity held by Rongfeng Holdings is mainly purchased from Sheng Shida in the previous acquisition.

In the first year (2021) of the listed company, Sheng Shida compensated the listed company to 102 million yuan because of Weiyu Medical's failure to complete the commitment performance.

It is worth noting that in the transactions of Weiyu, Hunan, although the Sheng Shida, which has transferred Weiyu Medical equity, cannot be split in the transfer model, but Rongfeng Holdings's acquisition of Hunan Weiyu may become Wei Yu Medical Captive Capture The key to its 2022 performance commitment. Financial data shows that Weiyu Medical achieved operating income of 276 million yuan and net profit of 30.83 million yuan in the first half of 2022. In the previous acquisition, the corresponding performance commitment of Weiyu Medical in 2022 was 102 million yuan.

Earlier, a national private enterprise 500 pharmaceutical companies told the reporter of "Daily Economic News" that with the gradual landing of orthopedic implantation consumables, the decline in the profit of related companies was inevitable.

In the above background, for Weiyu Medical, Rongfeng Holdings's acquisition of Hunan Weiyu may be the key to fulfilling its performance commitment in 2022. According to the data disclosed by Rongfeng Holdings, as of March 31 this year, the net assets of Weiyu, Hunan, was 363 million yuan. Compared with its 100%equity of 787 million yuan, the asset value -added rate exceeded 100%.

In the opinion of the above -mentioned capital markets, in this calculation, Hunan Weiyu's transfer has a lot of appreciation, which is equivalent to realizing a one -time income through the sale of book assets. The value -added can increase the net profit of Weiyu Medical. This year (2022 (2022 (2022 (2022 (2022 (2022 The performance commitment of listed companies in the year) is realized.

However, whether the money and income of the transfer of Hunan Weiyu will be counted as the benefit of Wei Yu Medical, the reporter of the Daily Economic News calls Rongfeng Holdings again on the afternoon of September 26. Answer.

In the opinion of the aforementioned capital market, once the transaction is completed, the listed company purchases Hunan Weiyu as the benefit of Wei Yu Medical, and Sheng Shida is likely to become an indirect beneficiary of the transaction.

However, in the announcement on September 15, Rongfeng Holdings stated that the transfer of equity does not involve related transactions, and it does not constitute a major asset reorganization stipulated in the "Administrative Measures for the Reorganization of major assets of listed companies".

The noticeable listing, among the equity of Rongfeng Holdings, as of June 30 this year, Shengshida has an absolute advantage in the ranking of 40.81%of the shareholders. On September 30, Rongfeng Holdings will hold an interim shareholders meeting to review the "Proposal on the purchase of Sun Company's equity". If the relevant proposal is obtained, the acquisition will also clear the biggest obstacles.

At about 2 pm on September 26, Rongfeng Holder told the reporter of "Daily Economic News": Sheng Shida will vote normally, and our transaction is not a related transaction. Regarding the indirect beneficiaries that belong to the acquisition of Hunan Weiyu transactions, Rongfeng Holdings stated that we are determined in accordance with the listing rules.

(Cover picture source: Daily Economic News

Daily Economic News

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