Trading with two "Lao Lai", the premium is nearly 8 times the acquisition, Eddie Pharmaceutical is suspected of transporting benefits

An Edi Pharmaceutical's strange acquisition caused the inquiry letter from the Shanghai Stock Exchange.

On July 19, Eddie Pharmaceutical, A -share listed company, announced that the company was ready to acquire 19.96%of Nanjing Nanda Pharmaceuticals for 86 million yuan.

The acquisition seemed to be bland, but hidden behind. First of all, Nanda Pharmaceutical's net assets were only 49 million yuan. According to the purchase price of Eddie Pharmaceutical, Nanda Pharmaceutical's valuation was lifted to 431 million yuan, with a premium of nearly 8 times.

In addition, the predecessor of Nanda Pharmaceutical is Nanjing University Pharmaceutical Factory. At present, Nanjing University still holds about 7%of Nanda Pharmaceuticals. Fu Heliang, the chairman of Eddie Pharmaceutical, graduated from Nanjing University in 1989 and obtained a doctorate degree.

Eddie Pharmaceutical landed in the science and technology board in July 2020, raising 764 million yuan. Just two years ago, the boss Fu Heliang has a high premium -funded company injecting his alma mater. Moreover, Liu Jian, the current chairman of Nanda Pharmaceuticals, even "dishonesting the person", and Nanda Pharmaceutical itself was also identified as "general dishonesty" by the medical insurance department.

It is no wonder that the regulatory regulation is questioned with two "Lao Lai" transactions.

Buy shares from the two old Lai hands

Eddie Pharmaceutical is mainly engaged in products in the fields of antiviral and human protein. Eddie Pharmaceutical was listed on the science and technology board in 2020.

According to Eddie Pharmaceuticals, the production and sales of human -owned protein products of Nanda Pharmaceutical owners are highly consistent with their own business. After the transaction is reached, it will help further "stabilize the company's industry position in the field of human protein."

The core products of Nanda Pharmaceuticals are human protein products injection of urine excitement, which has a high share in the domestic market and has a complete production chain. From the perspective of product attributes, Eddie Pharmaceutical's acquisition of Nanda Pharmaceutical's shares is in line with.

According to the acquisition plan, Eddie Pharmaceutical acquired its equity from Jiangsu Shengfeng Medical Technology Co., Ltd., the largest shareholder of Nanda Pharmaceutical. After investigation and penetration, the actual controller of Shengfeng Medical was suspected to be Zhu Yongning and Wang Xinliang, two natural persons. In other words, Eddie Pharmaceutical actually acquired the shares of Nanda Pharmaceutical from the two people at a high premium.

Interestingly, Zhu Yongning and Wang Xinliang were limited to high consumption. Zhu Yongning currently has 62.95 million yuan in debt to be implemented.

Calculating Liu Jian, chairman of Nanda Pharmaceutical, which has been "high", is actually conducting large -scale transactions with three "Lao Lai" with three "Lao Lai".

Moreover, the business development of Nanda Pharmaceuticals also has a big problem. In early July, when the centralized procurement center of Hebei Provincial Medical Drug Instrument was conducted, 43 companies including Nanda Pharmaceuticals were included in the list of "general dishonesty" list, but Hebei Province did not announce the specific reasons.

However, in accordance with the regulations of the State Medical Insurance Bureau, it is identified as "dishonesty" because of business bribery, tax -related violations, monopolies, and improper prices.

Nanda Pharmaceutical's current debt is 206 million yuan, and the asset -liability ratio is as high as 80%. This is rare in the pharmaceutical industry, indicating that the company's financial structure is unstable. At this time, Eddie Pharmaceutical's shares were planned to pay off the debt together.

Therefore, in the inquiry letter in the Shanghai handwriting, Eddie Pharmaceutical was required to explain the reason for the high debt ratio of Nanda Pharmaceuticals, and explained whether there is a major debt repay risk of Nanda Pharmaceutical, and whether the company bears the compensation in this transaction. Debt obligation.

Suspected to "blood transfusion" to his alma academic company

Consistent business is not the only connection between Eddie Pharmaceutical and Nanda Pharmaceutical.

In July 2021, the human protein business of Eddie Pharmaceutical was reduced by large customers, and the order amount directly reduced by 100 million. Affected by this, Eddie Pharmaceutical's performance in 2021 changed from profit to loss, with a amount of 29.9856 million yuan. In the first quarter of this year, the company lost 22.307 million yuan again. In this case, the acquisition of Nanda Pharmaceutical's equity and expanding the market seems to be reasonable.

Fu Heliang, chairman of Eddie Pharmaceutical, has set up undergraduate scholarships for his alma mater from Nanjing University Outstanding Alumni. In January of this year, Fu Heliang also attended the Biomedical Industry Forum jointly sponsored by Huatai Securities and Nanjing University. Huatai Securities's private equity Huatai Zijin has participated in the A and B financing of Gui Edi Pharmaceutical.

Nanda Pharmaceutical, formerly known as Nanjing University Pharmaceutical Factory, has been incubating under Nanjing University for many years. But this company does not seem to have a good business development.

According to the company's investigation, in 2015, Liu Jian, chairman of Nanda Pharmaceutical, was trapped in a equity dispute as the defendant. At that time, the People's Court of Chaoyang District, Beijing, ruled that Liu Jian and others and Nanda Pharmaceutical lost the lawsuit. However, Liu Jian had the ability but "refusing to fulfill the obligation to determine the legal documents of effectiveness" and was included in the "dishonesty executor".

This lawsuit involved a total of 4.7 million yuan.

Photo source: Enterprise Check

Moreover, although Eddie Pharmaceuticals claims that Nanda Pharmaceutical's share in the urinestart enzyme market is high, Eddie Pharmaceutical has not taken out the actual data that can be evidenced. The Shanghai Stock Exchange also believes that Eddie Pharmaceuticals need to analyze the production and sales of urine kinase in Nanta Pharmaceutical in the past three years, and analyze the "core competitiveness" of the product's market space and competitive pattern.

Moreover, the Jianxian Bureau noticed that according to the agreement between the two parties, the transaction funds of Eddie Pharmaceutical and Nanda Pharmaceutical were paid at one time, and the Eddie Pharmaceutical plan only accounted for about 20%of the shares. Control.

This acquisition, looking horizontally, is like Eddie Pharmaceutical's "school -run factory" Nanda Pharmaceutical's blood transfusion to the boss's alma mater.Otherwise, Eddie Pharmaceutical is really difficult to understand which point of Nanda Pharmaceutical.The Shanghai Stock Exchange obviously also thought of this. Behind the 15 questions listed in the inquiry letter, they were actually asking: Is this investment using the money of listed companies to relieve Nanda Pharmaceutical?

Writing | Guyue

Edit ｜ Jiang Yun Jia Ting

Operation | Valley

Illustration ｜ Visual China

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