The suspicion of the merger of Yu-Heng Pharmaceutical industry: The question of the bid

In order to avoid touching the regulatory red line of the SFC [Weibo], Yu Heng Medicine skillfully applied financial technology to evade major asset reorganization; Nanjing Wanchuan and table, the company's book Goodwill estimates as high as 1.8 billion, in the pharmaceutical companies are rare. Sinorama reporter Dupeng/Wen April 2014 mid-June, Yu Heng Pharmaceutical (002437.SZ) issued a notice that the company's wholly-owned subsidiary of Tibet Yu Hengyang Light Medicine Limited Liability company (hereinafter referred to as "Tibet Sunshine") acquisition of Nanjing Wanchuanhua Tuo Pharmaceutical Co., Ltd. (hereinafter referred to as "Nanjing Wanchuan"). "Securities Market weekly" reporter found that the company has deliberately evaded the suspicion of major asset reorganization, and the acquisition of the target itself a number of financial indicators abnormal performance, real profitability is doubtful; In addition, the company in the letter is also very rough. Since June 2010, with the promotion of mergers and acquisitions, reputation of the pharmaceutical industry goodwill from scratch, as of 2014 a quarter of the book amount has been as high as 1.14 billion yuan; Nanjing Wanchuan and table, the company's goodwill is expected to increase to 1.8 billion yuan, the proportion of net assets up to 73.2%. Guo Xin Securities industry analyst Chen Guomao pointed out that "light asset mergers and acquisitions is a double-edged sword, goodwill impairment has to prevent." "Yu-Heng Medicine to orthopedic drugs, anti-tumor, antibiotics, nutrition drugs for research and development focus, products covering orthopedic drugs, rheumatism drugs, anti-tumor drugs, digestive system medication, respiratory system, cardio-cerebrovascular drugs, liver drugs, gynecological drugs and antibiotics and other fields; the company now has through the National GMP certification of small water needles, Freeze dry powder needles, cephalosporin frozen dry powder needles, capsules, tablets, suppository, powder needle filling, tumor drugs and other eight lines of automated production lines, with an annual output of 15 million water injections, general freeze powder injection 5 million, 550,000 of tumor lyophilized powder and some tablets, suppository and capsule production capacity,　　Companies have been trying to take the road to mergers and acquisitions. Avoid major assets reorganization April 19, 2014, Yu Heng Pharmaceutical issued a notice, the company's wholly-owned subsidiary of the Sun and Tibet Cloud Venture Investment Partnership (limited Partnership) (hereinafter referred to as "Tibetan cloud"), the Tibetan Xin Venture Investment Partnership (limited Partnership) (hereinafter referred to as "Tibet Xin Letter"), Tibet to enjoy the venture capital Partnership (limited Partnership) (hereinafter referred to as "Tibet"), Tibet Source Jiang Venture Capital Partnership (limited Partnership) (hereinafter referred to as "Tibet Source River"), the Tibetan Venture Capital Partnership (limited Partnership) (hereinafter referred to as "Tibet") signed the "Equity transfer Agreement", Tibet Cloud, Tibet Xin, Tibet share, Tibet Source Jiang, Tibet, respectively, their respective holdings of Nanjing Wanchuan 20% shares transferred to the Tibetan sunshine, Tibet sunshine to deal with each other to pay 797.75 million yuan of the transfer price of the shares, the completion of the deal after the Tibetan sunshine holding Nanjing Wanchuan 100% stake. For the acquisition, the company announced that does not constitute a major asset restructuring. However, the "Securities Market weekly" reporter found that the truth is not so, the reputation of the pharmaceutical industry has deliberately evaded the suspicion of major assets reorganization. According to the announcement, Nanjing Wanchuan total assets at the end of 2013 142 million yuan, liabilities 101 million yuan, net assets 41.2503 million yuan, in addition, Nanjing Wanchuan 2013 annual income of 648 million yuan, net profit of 66.9421 million yuan. According to the regulations of the SFC on the management of major assets reorganization of listed companies, the amount of business income generated by the assets purchased and sold in the last fiscal year is more than 50% of the combined Financial Accounting report of the listed companies, which constitutes a major asset reorganization. According to the 2013 annual report, Yu-Heng pharmaceutical industry to achieve a full year income of 1.308 billion yuan, according to the value of this income, the standard "Nanjing Wanchuan" 2013-year income for the credit value of the drug industry income ratio of 49.52%, away from the red line of 50% is only one step away. Is it coincidence or is it deliberate? According to the 2013 annual report, the company to strengthen the control of sales channels, in some areas to try to change the original investment agent sales model, direct product sales to the local qualified for the distribution of large pharmaceutical commercial companies, by the company to invest in marketing costs, the sales of this method of sales cost rate is higher. "Yu-Heng pharmaceutical adjustment of the sales model, the corresponding income will be larger, while the cost of sales will become larger, but the net profit amount and adjustment before the basic consistency." "Some investors told the Securities Market Weekly reporter. Yu-Heng Pharmaceutical Industry 2013 net profit of 227 million yuan, in accordance with the 2012 net interest rate of 23.17% simple rough calculation, if the sales model has not been adjusted, the company 2013-year income of 980 million yuan. According to this calculation, the acquisition of the target of "Nanjing Wanchuan" 2013 years of income accounted for the value of the pharmaceutical industry before the adjustment of the income ratio of 66.09%. Can be seen, if not adjust the sales model, in accordance with the regulations of the SFC, Yu-Heng Pharmaceutical acquisition of Nanjing Wanchuan constitute a major asset reorganization. In accordance with the measures for the management of major assets reorganization of listed companies, in addition to the approval of the Board of Directors and shareholders ' meeting, the listed companies also need to prepare the application documents according to the relevant regulations of the CSRC and entrust independent financial advisers to declare to the CSRC, The CSRC shall, in accordance with the statutory conditions and legal procedures, approve or reject the application for the reorganization of major assets. The acquisition of the subject of doubt heavy "securities market weekly" reporter also noted that Yu-Heng pharmaceutical acquisition of Nanjing Wanchuan itself there are many doubts. According to the Equity takeover report, Nanjing Wanchuan 2013 's net asset yield (ROE) was as high as 162.28%. Such a high roe, even the always lying can make money in Guizhou Maotai (600519.SH) are far behind. According to wind information, Guizhou Maotai 2013 Roe is 39.43%, the highest value in history is only 69.76%. According to wind information statistics, the 2013 pharmaceutical industry roe highest in the Chu Days Technology (300358.SZ) is also only 34.8%, far below the Nanjing Wanchuan roe level. Behind the high Roe in Nanjing, "Securities Market weekly" reporter noted that, according to the "Nanjing Wanchuan Asset Appraisal Report", Nanjing Wanchuan 2013 net interest rate was up to 10.34%, and the previous 2011-2012 years5.57%, 5.83% respectively. In this respect, Yu-Heng Pharmaceutical published in the announcement did not give any explanation. According to the asset assessment report, Nanjing Wanchuan assets accounted for the largest proportion of accounts receivable, as at March 31, 2014, Nanjing Wanchuan Accounts receivable book value of 91.3415 million yuan, accounting for the total assets of 53.87%. According to the study of Societe Generale Securities, Nanjing Wanchuan is only a pharmaceutical sales company, sales agent creatine phosphate. It is worth mentioning, information disclosure, and many other listed companies, the practice of Yu-Heng pharmaceutical industry did not disclose the acquisition of the "Nanjing Wanchuan" audit report, so that investors can not be the acquisition of the object of the financial situation to make accurate analysis and judgment. In addition, Yu-Heng Pharmaceutical before the acquisition of Shanghai Billiton, the letter was more rough, neither disclosed the acquisition of the object of the audit report, nor disclosed the relevant asset assessment report. "Impossible to see Ah, that may be we report the information to the exchange, they may?"??? We all have submissions. "Yu Heng Pharmaceutical Dong office staff in the" Securities Market weekly "reporter interviewed said. According to the announcement, Yu-Heng pharmaceutical Industry 2014 years in the first quarter to spend 993 million yuan, three times total won the Shanghai Hua Tuo 98.86% of the equity. The announcement said that Shanghai Hua Tuo main products for the injection of creatine phosphate, sodium phosphate is mainly used as a myocardial protection drugs, in 1992, developed in Europe listing. In fact, since the listing in June 2010, Yu-Heng pharmaceutical industry began to continue to increase foreign capital acquisitions. According to the "Securities market weekly" reporter statistics, including the recent two acquisitions, Yu-Heng Pharmaceutical investment in the total amount of up to 2.455 billion yuan. According to the announcement, Yu-Heng Pharmaceutical 2011 spent 33.8 million yuan acquisition of Guangzhou New Huacheng Pharmaceutical Technology Co., Ltd. 20% Equity, 2012 use of 210 million yuan to acquire Harbin Dandelion Pharmaceutical Co., Ltd. 75% Equity, 2013 spent 420 million yuan acquisition of Australia Connaught (China) Pharmaceutical Co., Ltd. 100% equity. Before the listing, Yu Heng Pharmaceutical book does not have any goodwill, but with the promotion of mergers and acquisitions, as of 2014, the company's book goodwill has been as high as 1.141 billion yuan. It is noteworthy that Yu-Heng pharmaceutical industry recently spent 798 million yuan acquisition of Nanjing Wanchuan has not yet and table, a rough estimate, and the table after the company's book goodwill will be further increased to 1.8 billion yuan. According to the "acquisition report", Nanjing Wanchuan evaluation Base Day book net assets of 85.7752 million yuan, Beijing North Asian Assets Evaluation Co., Ltd. in accordance with the cost of evaluation of the value of the net assets of 92.474 million yuan. China accounting Standards 20th "Enterprise Merger" stipulates: "The buyer to the merger cost is greater than the merger of the buyer can recognize the fair value of net assets of the difference should be recognized as goodwill." "According to the accounting standards, the final company to be a group of non-control enterprises merged into the assets of the unit for impairment testing, after testing the existence of impairment, the provision of impairment of goodwill." The impairment of goodwill will not only reduce net profit but also reduce net assets. Enterprise Accounting Standards 8th asset impairmentstipulates that the impairment of goodwill shall not be reversed once it is taken into account. "If the underlying assets are not expected to be profitable in the future, then the goodwill arising from the acquisition of the underlying assets will have a risk of impairment, thereby affecting the current profit and loss of the listed company." An accountant told the Securities Market Weekly reporter. Yu-Heng Pharmaceutical foreign mergers and acquisitions still do not stop the signs, the company April 26 issued a notice that is currently planning another foreign investment, the company's shares continue to suspend business. On suspicion of regulating profit and credit balance pharmaceutical industry in 2013 to adjust the sales model, not only deliberately avoid the suspicion of major asset restructuring, but also may be in the paving for equity incentives. According to earnings, Yu-Heng Pharmaceutical Industry 2013 year income growth of up to 83.94%, but deducted the net profit growth of only 14.67% year-on-year. "Deduction of the low net profit growth rate is related to the conversion of the company sales model, the increase in government subsidies at the same time, the corresponding increase in sales costs, may be part of the operating profit was transferred to the outside of the government subsidy." "Minsheng Securities analyst Li Ping Zhu Analysis." "Part of the profit is reflected as a subsidiary of Tibet Sunshine subsidy of about 40.8 million yuan, this part of the financial subsidy and the company's day-to-day operation is closely related and sustainable, so the company's actual deduction after the net profit growth is expected to reach about 40%, and net profit growth in line." "Societe Generale Securities analyst Xiangjun said. "Securities Market weekly" reporter noted that although Yu-Heng pharmaceutical industry has not yet formally launched the equity incentive plan, but the company in the 2013 annual report said: "The next year, we will continue to follow the above ideas to promote our product leadership strategy, we will firmly go on." This will be a long journey, need a lot of like-minded people to move forward, so this year we will launch a credit equity incentive mechanism. "" Yu-Heng pharmaceutical industry will be closely related to day-to-day operation of the financial subsidies classified as non-recurrent profit and loss items, can make the base of the deduction of the net profit lower, because the general listed companies to launch the equity incentive is to deduct the net profit as the benchmark value. "Some investors told the Securities Market Weekly reporter. In addition, Yu Heng Pharmaceutical loan margin greatly increased, but also be questioned by investors to adjust profits. Yu-Heng Pharmaceutical 2013 annual report showed that the company in the period of other accounts payable book balance of 323 million yuan, the beginning of the increase of 170.86%, much higher than 83.94% of the income growth. According to earnings, Yu-Heng pharmaceutical Industry 2013-year income of 1.308 billion yuan, an increase of 83.94%, the final inventory book value of 121 million yuan, an increase of 78.54%. In this respect, the company explained that the main result of the increase in payment margin. According to the prospectus, the company implements the margin system. Under normal circumstances, the company has required the dealer to pay the margin as a transaction with the company's credit guarantee, mainly used to restrain the dealer's breach of contract, very few dealers because of cooperation for a long time, high credit rating, can be appropriate to reduce margin standards. If the company has not received the purchase price when issuing the sales invoice to the Distributor, the receivable payment will be deducted directly from the deposit of the dealer. "Other payments payable for 2013 years increase by 1.8300 million yuan, this is the downstream cargo margin, plainly is the first paragraph after the goods, goods have not been produced, First came over 183 million yuan, folded 0.65 yuan per share, here there are very large variables, of course, can not be released at once, but 2013 years of profit is apparently smooth to 2014 years, is the company intends to market capitalisation management, but also to the management of the future equity incentive targets to complete a strong guarantee that the incentive performance growth will definitely exceed the completion. "A senior investor analyst said. Prepayment customers in cancellation status as at the end of 2013, Yu Heng Pharmaceutical advance book balance of 118 million yuan, but unlike in the past, the 2013 annual report did not disclose the first five major customer names. Looking through the past earnings, the reporter found that Yu-Heng pharmaceutical industry for many years hanging in the account of a number of prepaid purchase money, there are different degrees of problems. According to the 2013.5 Annual report, Yu Heng Pharmaceutical on November 10, 2010 Prepaid to Shanghai One Good Investment Management Co., Ltd. 35 million yuan. The company explained that November 10, 2010 and December 13, the company has the same compound SX004 and its derivative drugs, the actual ownership of the United States, Shanghai Good Investment Management Co., Ltd. and Shirchuppel signed the "on the compound SX004 and its derivative of drug de facto all rights transfer Agreement" , the transferee held 51% and 49% respectively of the ownership, the transfer price is 35 million yuan and 30 million yuan respectively, as at June 30, 2013, has paid Shanghai one Good Investment Management Co., Ltd. 35 million yuan. However, it is strange that, according to business information, Shanghai Good Investment Management Co., Ltd. is currently in the cancellation status. Data show that Shanghai Good Investment Management Co., Ltd. was established in January 12, 2010, the legal representative and shareholders are natural Wangkang, the main investment management consulting and business management consulting. In addition, Yu Heng Pharmaceutical prepaid to natural persons Shirchuppel 9.6 million yuan has not yet settled. More than this, according to the 2013.5 Annual report, the company paid to Shaanxi West Big Science and Technology Park Development Co., Ltd. 25 million yuan, time on July 15, 2009, has not yet settled. Yu-Heng Pharmaceutical Industry explained that July 15, 2009, the company and Shaanxi West Great Science and Technology Park Development Co., Ltd. signed the "Qinlong Vehicle and injection of Qinlong vehicle New Drug certificate and the production of the technology transfer" contract, the contract agreed technology transfer fee of 50 million yuan; as of June 30, 2013, Technology transfer fee has been paid 25 million yuan. In addition, Yu-Heng pharmaceutical on June 18, 2012 to Ningbo-day-Heng Pharmaceutical Co., Ltd. to pay 9.6257 million yuan, the company explained that the purchase of raw materials. However, the "Securities Market weekly" reporter in the National Enterprise Credit information Publicity system did not find the enterprise.