Jolly drug Industry Ultra High premium acquisition by the suspect patent is alleged to be false

An acquisition drama, with the listed company Jolly Pharmaceutical Industry recently a paper announcement to be presented, the acquisition behind the many drama elements have also been moved to the front. July 7, the suspension of nearly one months of jolly Pharmaceutical industry issued a notice, said it will use three years ago when the IPO 150 million capital acquisition of Qinghai Everest Cordyceps Pharmaceutical (hereinafter referred to as "Everest Preparation Company") 51% shares. The unknown Qinghai pharmaceutical company, along with its loss status, equity lawsuits, patent disputes and many other "troubles" surfaced, the jolly pharmaceutical industry this very high premium acquisition plan immediately raised questions. July 23, Jolly Pharmaceutical company will be in the shareholders meeting on the acquisition of the Everest cordyceps preparations for the plan to vote. Beijing News reporter investigation learned that the acquisition of the company's founder Wangyun, currently because of his brother Wang Hui side of the report, and was wanted. Wangyun's father and sister stood on his side, accusing Wang Hui of embezzling his brother's assets. Because of the production of "artificial cordyceps" and developed family, because of caterpillar fungus and fell into a fragmented. Sister in pain, said insist again, to resist the listed company's "malicious takeover." Questions about the company's bid have put a question mark on the success of the deal. The valuation of the bid was referred to as "irresponsible" July 7, the suspension of nearly one months of the jolly Pharmaceutical industry issued a notice, said it will use three years ago when the IPO 150 million capital acquisition of Cordyceps sinensis Qinghai Everest Medicine (hereinafter referred to as "Everest Cordyceps") 51% shares. Among them, 70 million by the Everest cordyceps sinensis 31.97% Equity, 80 million in cash form of the preparation company to increase capital. The program one, Jolly Pharmaceutical stock card is a word trading. But this "good" did not last, the next day Jolly pharmaceutical stock price face, to the decline closed. There are comments that the market has "reacted". From the publicly available data, the jolly drug industry seems to be a "sucker" for the takeover. Data show that the marked "Everest cordyceps" located in Xining, Qinghai, was founded in October 14, 2013, is by the original Qinghai Everest Pharmaceutical and Siningheko Venture Capital Management Co., Ltd. jointly established by the limited liability company. The establishment of the initial registered capital of 1 million yuan, after the shareholders meeting resolution, the preparation company registered capital soared to 36 million yuan. It is noteworthy that, as of the benchmark date of assessment, only 1.13 million of the 36 million registered capital has been paid and the remaining 34.87 million of the company's registered capital has not been paid. In addition, the company registration has not yet been profitable, is still in the initial stage. Financial data show that 2013 pharmaceutical company's main business income is zero, net loss of 173,700 Yuan, the first five months of this year, operating income is still zero, loss of 655,000 yuan. "Ultra high premium" acquisition of loss-making companies. The behavior of the jolly pharmaceutical industry has led to various interpretations of the market. Some investors suspect that this serious and unequal acquisition is suspected of a transfer of interest. July 17, a circulating shareholder in the stock bar called on regulators to intervene in the acquisition, he said: "Listed companies in the acquisition of the matter is very hasty, there are potential legalRisks and flaws, I think that the relevant important issues involved in the acquisition is not resolved, should not be submitted to the general Meeting of shareholders to consider. According to the evaluation report of Jolly Pharmaceutical Bulletin, the stock value of Everest cordyceps sinensis calculated by the income method is 178.7698 million yuan, and the total shareholder's equity value of 540,800 yuan is higher than that of the asset base method, which is 178.229 million yuan, and the value-added rate is 330 times times. The reasons disclosed by the Jolly Pharmaceutical industry are: the main product of the preparation company is made on the basis of raw materials, such as tablet, coating, packaging and other technological process, its manufacturing process is relatively simple, the required fixed assets investment is relatively small; at the same time, when the base date is not fully in place, Lead to the preparation company's book total assets and net asset is lower. "The evaluation of the acquisition based on the book value of the asset base method, the results can not reflect the total shareholder value of Everest cordyceps sinensis, the final selection of the results of the evaluation of income as the final conclusion." In accordance with the practice, the "proceeds" method is used to assess earnings forecasts for the next few years, but the Jolly Pharmaceutical report does not. "Neither the announcement nor the assessment report described the parameters, basis and future revenue estimates used in this assessment, which is very irresponsible for investors," he said. Said shareholders. Regarding the shareholder question, July 18, Jolly Pharmaceutical industry dong Zheng A reporter said, the company acquisition appraisal report conforms to the rule. Zheng said that the evaluation report of the profit forecast, income measurement "is not necessary." The core patent belongs to the alleged fraud according to the Jolly Pharmaceutical industry, the acquisition will enrich the company's product line, and further optimize the product structure. It is understood that the Everest preparation Company's core products "hundred pieces", is a fermentation of cordyceps bacteria powder preparation, known as "artificial cordyceps." Jolly Pharmaceutical Industry under the purchase of a loss company, the main purpose is "hundred pieces." Market data show that 2013, East China Pharmaceutical Co., Ltd. of similar products "hundred capsules" single variety sales of more than 1 billion yuan, jolly pharmaceutical industry, which can be predicted by the market is very broad. However, the patent ownership of this core product is now in a scramble. Beijing News reporter in the investigation by the relevant parties informed, "hundred tablets" related patents (that is, "China cordyceps fungus Fermentation production method" of ownership), currently does not belong to Everest preparation company, and the Everest Preparation company for the use of the patent, also can not be authorized to admit. In this respect, jolly Pharmaceutical dong Zheng's response is that January 10, 2009, the patent inventor Shen Nanying held patent during the period, to Qinghai Everest Pest Herbal Co., Ltd. signed the "Power of attorney", the "Chinese cordyceps fungus Fermentation production method" patent (Patent No.: 97110448.4) And patented species China is the spore, authorized to Qinghai Everest Pest Herbal Co., Ltd. to use, the patent licensee shall inherit the rights and obligations attached to the patent. "I never authorized them. "July 16, Qinghai Provincial Academy of Animal Husbandry and veterinary science," the father of Cordyceps sinensis, ChinaShen Nanying said in an interview with the Beijing News reporter. Shen Nanying said his signature was "forged" by the Everest Preparation company. Shen Nanying told the Beijing News reporter, he had the patent transfer to the Everest preparation company chairman Wang Hui's brother Wangyun, patent once owned Wangyun individual, and Everest preparation company has nothing to do. With Shen Nanying, chairman of the Everest preparation company Wang Hui's sister Wang also confirmed to Beijing News reporter, Shen Nanying had to sell a patent to his other brother that Wangyun (Wangyun later to the patent to others), from beginning to end never to sell or authorize the patent to Everest pharmaceutical chairman Wang Hui. "Wang Hui did forge a set of things. "said Wang Jian. July 16, reporters on this matter to confirm the Everest pharmaceutical chairman Wang Hui, Wang Hui denied the forgery of patent inventor Authorization letter signature, he said that the relevant materials "No problem", Wang Hui also said that Shen Nanying with the company signed the use of authorized "No Life", is "lifelong." July 7, Shen Nanying commissioned a letter to the Jolly pharmaceutical industry, said the Everest pest herb industry legal proceedings, brought to the jolly pharmaceutical industry suspended the relevant acquisition matters. In response, Jolly Pharmaceutical industry responded that no relevant litigation materials have been received. Yang Yanju, a lawyer at Pacific law firm, told reporters that the authorization was invalid if the signature was forged. "As long as they dare to use my patent production, I will sue." Shen Nanying 16th told reporters. Up to now, the jolly Pharmaceutical industry is prepared to spend a large amount of the purchase of Everest Preparation company, intended to seek the core technology patents, its ownership and use rights are still a mystery bureau. Family lawsuit exposes the hidden interest Shen Nanying told reporters, in addition to patent disputes, as a shareholder of 0.3%, he and Everest preparation company still have equity lawsuit to fight. "Wang Hui this time sells the Everest preparation Company's stock, as the shareholder's Shen Nanying originally should have the preemptive right". Shen Nanying's lawyer, Wang Xicheng, said to the Beijing News reporter, "but Wang Hui privately sell the preparation company shares to Jolly Pharmaceutical industry, unexpectedly did not notice Shen Nanying, this is the procedure is illegal." The jolly drug industry is also at risk in its acquisitions. "Jolly drug industry's acquisition of the target, Everest preparation company will face the equity lawsuit plaintiff is not only Shen Nanying." Everest preparation company chairman Wang Hui's sister told reporters, she now plenipotentiary another brother Wangyun, with Wang Hui lawsuit, the goal is to take back should belong to Wangyun 99.7% of the equity. "Qinghai Everest is the founder of Wangyun, all the money is Wangyun, Wang Hui did not have any capital investment." "Wang Jian said, in order to avoid a lawsuit, Wangyun put his own equity in the brother Wang Hui, by Wang Hui Dai, the result was its occupation." Since October 2012, Wangyun's actual shareholder rights and the company's decision-making power, management rights by Wang Hui, thus being excluded from the company. "We have a lot of evidence to prove that Yuncai Wang is the real funder of the Qinghai Everest, and that Wang Hui does not have any evidence to explain the source of funding." "said Wang Jian. The company's promotional materials on Everest show that Wang Hui was reported by local media as the founder of Everest company. He had said to the media himself fromShen Nanying Department purchased the aforementioned cordyceps sinensis technology patents. Beijing News reporter in the internet search found that a large number of media coverage of Wang Hui's "entrepreneurial story." "To change the name of Wang Hui in the report to Wangyun, it is all true." Sister Wang Jian told the reporter. "Wang Hui and Wangyun are my own brother, on the feelings, I and Wang Hui actually more pro," Wang said, but Wang Hui's behavior to the family can not accept. According to Wang Jian, from 2012 was "expelled from" the company began, Wangyun to the Qinghai provincial high people's Court to request confirmation of its 99.7% of the Qinghai Everest insect herb industry equity. Qinghai High Courtyard First instance verdict Wangyun and Wang Hui each accounted for 50% shares. Wangyun originally accepted the verdict, but Wang Hui appealed, so the brothers both appeal to the Supreme Court. June 6, 2014, the Supreme People's Court made a final judgment, the decision to revoke the High Court of Qinghai province, at the same time, dismissed Wangyun enjoyed the 99.7% stake in Everest Pest Herb industry, the ruling Wang Hui enjoyed a 99.7% stake. July 15, sister Wang Jian told reporters, has collected new evidence, application for further action. "We are prepared to tell the end of the matter." "Everest Pharmaceutical founder was wanted Wang told the Beijing News reporter, because the company has serious disputes, she has repeatedly call Jolly Pharmaceutical Chairman Yu You Strong, hope he suspend the acquisition of matters, but Yu Youqiang repeatedly evaded." "As a regular listed company, you are responsible for your investors, you at least wait for our internal dispute resolution, the lawsuit played, the ownership of the clear after the acquisition." None of this was resolved before the takeover was malicious. "Wang Jian believes that the jolly drug purchase is knowingly, and" early premeditated. "The release date for the feasibility study disclosed in the notice was July 4, but when did the jolly pharmaceutical industry start the study?" did not write. "Wang told the Beijing News reporter, she thought jolly pharmaceutical industry did not explain when to start the feasibility study, is because of this early arrangement." "We (Wangyun) was rejected by the Supreme Court of the day of the lawsuit request is June 6, July 4 Jolly Pharmaceutical Feasibility report was completed and disclosed, the research speed is too fast." "Jolly pharmaceutical disclosure of the Feasibility study report also disclosed a message, in June 2014, Qinghai Economic and Information Commission, Xining Development Zone Biotechnology Industrial Park Management committee issued a" green by letter [2014]88 number, "Ning Kai Sheng Tube [2014]74 number" document, Support Jolly Pharmaceutical industry to participate in this strategic cooperation. Wang believes that the two government departments can be led to the introduction of documents, the Jolly pharmaceutical industry has already spent a lot of energy to operate the matter. "Whether a project is feasible, preliminary preparation, research work the whole process is not a short time to be able to do, especially for listed companies, to intervene in a field of investment, or to buy a company, this feasibility report needs a lot of data, field research, market analysis and so on necessary factors to make." It will take at least a few months. If you say in less than one months, you can do it., internal adoption and release, I think is not realistic. An Enterprise Manager, who declined to be named, told the Beijing News reporter. Jolly Pharmaceutical Industry Dong Zheng a July 18 to the Beijing News reporter responded that the company has indeed been in contact with the project, not the Supreme Court after the verdict of contact with Everest. At that time, Wang Hui is the actual production and operators of Everest, contact with Wang Hui what is the problem? In the judicial proceedings, the Supreme Court's verdict is a final judgment, and it is his right to protest against it. Zheng said. But in Wang Jian's view, the "hostile takeover" stimulated the brothers behind the dispute is the most unbearable to her. "We are dying now. Wang said to the Beijing News reporter. Shen Nanying told The Beijing News Reporter: Wangyun and Wang Hui is now "life-and-death", he revealed that the brothers scramble for the company, as the Everest Caterpillar fungus accounting Wang Hui wife Tan Haihong report Wangyun bribery, currently Wangyun by Xining City Public Security Bureau wanted. Beijing News reporter to Xining City Public Security Bureau to verify, but as of deadline, did not get a reply. A person close to Wangyun confirmed the matter to the journalist. -Beijing News reporter Zhangquanwi Report (Yuayazhou also contributed to this article) the Chinese newspaper Graphics/Shi Chunlei (original title: Jolly Drug purchase Everest cordyceps by shareholders questioned)