Building Pharmaceutical premium 5 times the company with a revenue of 0, Shanghai Stock Exchange: Is there any benefit delivery?

In the past a year, half revenue was 0, and the net assets were more than 12 million. There were only 3 people on employees ... such a company, Buchang Pharmaceutical (603858.SH) had a premium of 5 times the purchase, which attracted the attention of the Shanghai Stock Exchange. The Shanghai Stock Exchange requested the reason and related matters of the high premium acquisition in the supervision letter.

It is worth noting that among the shareholders of the acquirer and the target company, Hu Cunchao's name has appeared. The Shanghai Stock Exchange questioned whether there is a benefit delivery?

The target company has revenue in the past year and a half to 0

Buchang Pharmaceuticals cost 5 times to buy

On the evening of August 17, Buchang Pharmaceutical announced that recently received a supervision letter from the company's asset acquisition issues issued by the Shanghai Stock Exchange, asking the company to explain related matters.

↑ Announcement of the Supervision Letter of the Sub -Stock Exchange

Earlier, Buchang Pharmaceutical announced on August 11 that its holding subsidiary Building Health Industry (Zhejiang) Co., Ltd. (hereinafter referred to as Bu Chang Zhejiang) intends to acquire Buchang Health Management (Shanghai) Co., Ltd. (hereinafter hereby Referred to as Buchang Health Management) 100%equity. Specifically, the book value of the intensive health management net assets is -12.849 million yuan, the valuation is 49 million yuan, and the value-added rate is 505.46%.

However, the operating income of Budong Health Management in 2021 and January to May 2022 was 0, and the net profit was -5.366 million yuan and -142,300 yuan, respectively. As of May 31, 2022, its total liabilities were 12.5044 million yuan, and fixed assets, construction projects, and intangible assets were 0. In addition, there are 3 employee workers in the company, including 2 formal contracts, and one retirement return.

Why does such a company buy a 5 -fold acquisition of Bob Pharmaceutical?

Building Pharmaceutical said that the application of the preliminary health products and qualifications for the early health products of the Bobu health management has invested a lot of manpower and material resources. The asset basic law has been difficult to objectively reflect the investment value of the enterprise. Essence

The Budong Pharmaceutical explains that the benefits method is considered from the perspective of the future profitability of the enterprise. The Budong Health Management has a batch of health food registration certificates. If it can be operated in the next five years, the development space in the future is large.

According to the relevant income method valuation report, from 2022-2026, the business income forecast of Buchang Health Management was 20157,700 yuan, 39.5525 million yuan, 77.772 million yuan, 135 million yuan, and 171 million yuan. 171 million yuan, a larger increase year by year.

In addition, the company also has 34 health food approval certificates, 6 of which are in approval.

Why is there the word "step" in the name of the target company? Relevant announcement shows that in August 2004, Hu Cunchao and Chen Jianzhen jointly invested in the establishment of Shanghai Haith Lahar Food Sales Co., Ltd., and in May 2005, it was renamed Shanghai Hais Rohru Health Food Co., Ltd.

In March 2021, the Buchang Pharmaceutical Strategy and Investment Commission approved a motion on authorizing Shanghai Haith Lahar Health Food Co., Ltd. On May 8th of that year, the company was renamed Buchang Health Management (Shanghai) Co., Ltd.

Ask the Shanghai Stock Exchange: Is there any benefit transportation?

Regarding the above acquisitions, the Shanghai Stock Exchange issued a question: In the case of only three employees, how can the Health Management of Buchang carry out R & D, production and sales? What are the costs and difficulties for the approval of the health management of the step -long health management? Further explaining the reasons and reasonable reasons and reasonable reasons for the company's high premium acquisition. Is it harmful to the interests of small and medium shareholders?

Buchang Pharmaceutical said that the transaction does not constitute a related transaction, but the relevant announcement shows that Hu Cunchao not only holds 50%equity of Buchang Health Management, but also holds the acquisition of Fang Bu Chang Zhejiang shares.

The Shanghai Stock Exchange questioned whether there are other potential interest arrangements between the company and the step -long health management shareholders and whether there is a conversion of interests?

It is reported that in 2021, Buchang Pharmaceutical and Party jointly invested in the establishment of a holding subsidiary Building Zhejiang. Among them, Buchang Pharmaceutical contributed 45.25 million yuan, with a shareholding ratio of 90.5%. Essence

It is worth noting that as of March 31, 2022, Zhejiang's total assets of Zhejiang were 100,000 yuan, total liabilities were 100,000 yuan, and net assets were 100,000 yuan. From January to March 2022, operating income was 100,000 yuan, net profit 0 0 10,000 yuan.

Red Star News reporter Yu Yao Intern Reporter Tang Jian

Edit Yu Dongmei Xiao Ziqi

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