On the evening of December 11, Yibai Pharmaceuticals issued a transfer announcement that it intends to use its own funds of 880 million yuan to let Huabao Trust hold 66.54% of the limited partner's share of property of the Beijing Fu Hua Yue (corresponding to the amount of 367 million yuan) and 66.65% of the limited partner's share of property of the Beijing Fu Huazhai (corresponding to the amount of 425 million yuan). Upon completion of the transaction, the Company will become the preferred limited partner of Jingfu Huayue and Jingfu Huacai. Because Jingfu Huayue holds 99% of the shares of Lankao First Hospital, Lankao Program Yang Hospital, Lankao Dongfang Hospital; Jingfu Huacai holds 81.42% of the shares of Siyang County People's Hospital, Yibai Pharmaceuticals is considered to be the four hospitals "must have".
However, the risk of this transfer is obviously not small, on the one hand, in the *ST Hengkang "a chicken feather" under the influence of the status quo, there are from the subject of legal risk, profitability risk; on the other hand, the debt burden, Yibai Pharmaceuticals whether the ability to pay. These are the direct reasons why the SSE issued a letter of inquiry.
The SSE believes that the above subject funds are currently in partnership agreement disputes, and the *ST Hengkang, which has a partnership interest acquisition obligation to Huabao Trust and Minsheng Trust, is currently in bankruptcy reorganization procedures, and the debt relationship is more complex. Based on this, please Yibai Pharmaceuticals to supplement the disclosure of the company's main considerations for the assignment of the property share of Huabao Trust in the case of more legal disputes in the underlying funds.
In terms of transaction pricing, the SSE proposed that both Jingfu Huayue and Jingfu Huacai 2019 annual operating income of 0, net profit of -2.9246 million yuan, -3.3704 million yuan, respectively. Among them, Jingfu Huayue invested in Lankao First Hospital, Lankao Dongfang Hospital, Lankao Program Manager Hospital 2019 net profit are different degrees of loss. Thus, the SSE asked the company to supplement the disclosure of the specific reasons for the negative net profit of the above hospitals in 2019, and further explain the reasonableness and fairness of the transaction pricing.
In addition, according to Yibai Pharmaceuticals 2020 three-quarterly report, the company's end of the period the book value of money funds 1.031 billion yuan, short-term borrowings of 716 million yuan, non-current liabilities due within one year of 219 million yuan, interest-bearing liabilities totaling 1.637 billion yuan, there is a certain debt burden. The transaction price is 880 million yuan, which is not a small amount for Yibai Pharmaceuticals. Based on this, the SSE asked the company to explain the source of funds to pay the transaction consideration, explain whether the transaction will have a negative impact on the company's normal production and operation and debt repayment arrangements.
It is worth noting that, in addition to the content of the SSE inquiry letter, Yibai Pharmaceuticals this letting matter there is a risk point is that it is not the only one wants to enter the *ST Hengkang reorganization of enterprises. Previously, *ST Hengkang had contact with Neptune Group. According to the previous "reorganization agreement", Neptune Group's controlling subsidiary Shenzhen Qianhai Health Financial Holding Company Limited (referred to as " Health Financial Holding ") will be assigned the shares of the two merger and acquisition funds by December 31 this year, and to ensure that the Huabao Trust and Minsheng Trust to stop the liquidation of the two merger and acquisition funds, and at the same time exempted from the penalties and interest on *ST Hengkang and so on in a variety of ways.
Public information shows that Yibai Pharmaceuticals listed in 2004, the main layout of malignant tumors, cardio-cerebral vascular and respiratory diseases, the three highest mortality rate in China. In recent years, the company, in addition to the goodwill explosion in 2018, the performance loss is serious, the company's performance is stable overall. 2020 in the first three quarters, the company realized revenue of about 2.433 billion yuan, basically the same as the same period; net profit of about 191 million yuan, an increase of 21.99% year-on-year.
However, as of the end of September 2020, the company's goodwill of 772 million yuan, accounting for 23% of the company's net assets. In the company's previous transferee announcement, it also said, "Jingfu Huayue and Jingfu Huacai are in the process of compulsory liquidation, and there is a risk of not being able to reach a deal or impairment after the transfer of partnership interests."