November 21 evening, Yonghe Zhicheng announced the planning of change of ownership. According to the disclosure, the company's controlling shareholder, the actual controller Cao Dezhang is planning to a specific object through the agreement transfer, voting rights entrustment and other ways to introduce the specific object to become the company's controlling shareholder, the actual controller.
Through the above arrangement, the counterparty will hold 16%-20% of the company's shares or voting rights, the specific program to the relevant agreements signed by the parties shall prevail. The counterparty belongs to the investment industry, this transaction does not involve prior approval by other authorized departments. The stock of Yonghe Zhicheng has been suspended since the market opened on Nov. 22, and the suspension is expected to last no more than 2 trading days.
The strange thing is that on November 21, the company's shares after the opening of the stock will not be sealed upward, the turnover of the day 211 million yuan, compared with the previous days turnover significantly enlarged.
Double-drive performance "overturned"
Yonghe Wisdom Control's change of ownership is somewhat sudden. About a week ago, the company just completed the board of directors, the supervisory board of the change of work; a few months ago, the company also implemented a share incentive program.
However, looking back at the company's past, the result is not too surprising.
In November 2019, Chengdu Meihua increased its capital by 200 million yuan to Yonghe Zhizhikong's top shareholder, Yongjian Holdings, and indirectly gained a 29% stake in the listed company. At the same time, Xuncheng Trading, Yuhuan Yonghong and Yongsheng Consulting, which are actually controlled by the original real controller of Yonghe Zhizhixing, Mr. and Mrs. Ying Xueqing and Chen Xianyun, irrevocably gave up the cumulative 39.13% of the voting rights corresponding to the shares of Yonghe Zhizhixing held by them.
After the transaction, Cao Dejun became the new real controller of the listed company. As a condition, Cao provided an interest-free loan of 575 million yuan to the former real controller at the same time he gained control of the listed company.
According to the inquiry, Cao directly holds 15.41 percent of the shares of Yonghe Zhicheng, and his concert party Yu Yaqun holds 4.4 percent of the shares, with a total shareholding of 19.81 percent.
Cao clearly has his own plans. After the owner of Yonghe Zhikong, the listed company quickly layout of the medical industry, the establishment of Chengdu Yonghe Cheng and other platforms to implement the capital operation of the medical business, intends to build a chain of specialized hospitals oncology. Over the past three years, the company spent hundreds of millions of dollars to acquire Dazhou Medical Oncology Hospital, Kunming Medical Oncology Hospital, Xi'an Medical Oncology Hospital, Liangshan High-Tech Oncology Hospital. The company's business has also become a "fluid intelligence control + medical services" dual-main industry pattern.
However, due to the continuous "burning money" investment, the listed company's debt ratio is rising, from about 19% at the end of 2019 to 42% at the end of the third quarter of this year. On the other hand, at the end of 2020, Yonghe Zhizhong 600 million yuan of fixed-income projects were rejected by the regulator, "blood transfusion" plan is empty.
The two wheels of the "double-wheel drive" are not coordinated, resulting in the performance of Yonghe Zhikong "overturned". According to the company's 2022 semi-annual report, the four hospitals as a whole are still in the red.
New and old real controller "divide and rule"
It is inconceivable that the new business is not profitable, but profitable old business to divest.
Last November, Yonghe Zhizhong disclosure of asset sale program, the company intends to price 530 million yuan to sell 100% stake in Yonghe science and technology, the receiver of the listed company's original real controller should be Xueqing's system of technology.
In this regard, the SSE newspaper has questioned, Yonghe Technology's assets are listed companies IPO core business, the main source of performance for the listed company, this "buy box back to the pearl" type of transaction lack of logic and rationality. Afterwards, the exchange issued a restructuring inquiry letter, requiring the company to explain a series of capital operation compliance and reasonableness, and directly tortured "whether it is essentially constitute a 'clean shell' restructuring".
According to the reporter's query, Yonghe Science and Technology integration of fluid intellectual control business, listed for many years to continue to generate more than 60 million yuan of net profit per year, the company's cross-border medical business performance continues to lose money. Another question is, the listed company's core profitable assets Yonghe Technology has been by the original real controller should be Xueqing actual management, it seems that the two sides have a "divide and conquer" arrangement.
In the face of market questions and the exchange's reorganization inquiries, Yonghe Zhicheng finally terminated the reorganization.
"Control transactions generally have other asset arrangements attached. The new real controller tends to develop new services, and the original real controller is in charge of the original core business and takes over the divested assets at the right time, which is in line with the general transaction logic." Once such an arrangement fails to materialize, the cooperation between the two sides could be variable, some investment bankers said.
Both sides of the cooperation have enough say. According to the query, Yonghe Zhicheng original real controller Ying Xueqing, Chen Xianyun in addition to firmly in control of the core assets, in terms of equity, also firmly hold the "second camp", so far still holds 13.24% of the shares.
"Cao De has been very nervous about the capital chain, which should be the direct cause of the consideration of selling the shell." A Zhejiang private equity sources told reporters, "medical services industry investment is huge, and the return cycle is slow, very consuming capital."
In August this year, Yonghe Zhicheng disclosed that due to financial difficulties, Cao Deguan decided to terminate the implementation of the plan to increase the holdings. As of the date of disclosure, Cao Dezhi and his concert party Wu Yun, Yu Yaqun cumulative increase of 3.54% of the shares, 86.73% of the lower limit of the plan.
Also according to the disclosure, as of October 10, about 40% of the shares held by Cao Dejie and Yu Yaqun are in the state of pledge.