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    Home > Medical News > Latest Medical News > Tianshili sold pharmaceutical commercial assets were questioned, the main products declined, the Yan family has two more enterprises to board A shares.

    Tianshili sold pharmaceutical commercial assets were questioned, the main products declined, the Yan family has two more enterprises to board A shares.

    • Last Update: 2020-07-19
    • Source: Internet
    • Author: User
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    Read: Tianshili's performance fell significantly, but at the same time pushed the two companies A-shares listed

    21 June

    , Tasley (600535

    SH) received the sofs, mainly from the divestiture of its pharmaceutical circulation assets



    divestiture of pharmaceutical business, accounting for more than 70% of revenue

    on the evening of June 12, Tianshili announced that the company and six partnerships under its indirect control intend to sell 99.9448% of Tianjin TianshiLi Pharmaceutical Marketing Group Co., Ltd

    ("Tianshi Marketing Group") to Chongqing Pharmaceutical (Group) Co., Ltd

    ("Heavy Drug Holdings")



    , listed company Tianshili proposed to Chongqing Pharmaceuticals (000950

    SZ) sells 88.4937% of Tianshi Marketing, and six partnerships indirectly controlled by listed companies intend to sell their combined 11.4511% stake in Tianshi Marketing to Chongqing Pharmaceuticals



    as of the benchmark date of the evaluation, the valuation value of 100% of Tianshi Marketing's equity is approximately RMB1,413 million, with an estimated value-added ratio of 27.30%

    The two sides adned a determination that Tianshi Marketing 99.9448% of the equity transaction price is about 1,489 million yuan, Chongqing Pharmaceuticals will pay cash to buy



    2019, Tianshi Marketing achieved operating income of RMB13.435 billion, accounting for 70.71 percent of the operating income of listed company Tianshili



    Tianshi marketing for regional pharmaceutical circulation enterprises

    Tianshili said that the current drug circulation industry has a clear head effect, the industry is highly competitive and need a huge amount of money to continue to invest



    's Global Finance Report, after querying Tianshili's annual report, found that the gross margin of the pharmaceutical business sector in 2019 was 10.02 percent, while the pharmaceutical industry was 74.63 percent

    At the same time, Tianshi marketing liabilities amounted to 7.533 billion yuan, accounting for 62% of the total liabilities of listed companies



    Tianshili intends to focus on the pharmaceutical manufacturing industry through this asset sale, continue to promote the coordinated development of modern Chinese medicine, biologic drugs and chemical drugs, and build an innovative pharmaceutical research and development cluster



    will also effectively reduce the ratio of assets and liabilities and improve the company's operating cash flow through the sale of Tianshi marketing assets

    After the completion of this transaction, the listed company will no longer hold a stake in Tianshi Marketing



    in this regard, the SSE requires Tianshili to compare with the same industry companies, and combined with industry trends, analysis of the target company's existing business scale, profitability, market share, as well as the company's pharmaceutical industry sector is located in the sub-sector of the market competition pattern, the company's industry position, core competitiveness, and the company's existing business, development planning, the follow-up arrangements of the transaction, as well as the aforementioned issues, to supplement the need to disclose the need for this transaction and reasonableness



    The Shanghai Stock Exchange pointed out that under the asset-based law, the book value of long-term equity investment was 321 million yuan, with an estimated value-added rate of 95.27 percent, of which two companies were subject to impairment, while under the market law, three listed companies were selected as comparable companies, of which the total equity value of shareholders calculated on the basis of market share was 2,086 million yuan, significantly higher than the assessment of the asset-based method



    in this regard, the SSE requires the Company to supplement its disclosure of the specific assessment methods, evaluation process esorinity and the main reasons for the evaluation of the companies involved in the aforementioned long-term equity investments



    debt and security disposal complex, accounts receivable and other aspects of the Shanghai Stock Exchange concerned

    on the evening of June 12, heavy pharmaceutical holdings disclosed the announcement showed that at the 34th meeting of the company's 7th board of directors, director Cheng Fei on the holding subsidiary to buy the shares of Tianjin Tianshili Pharmaceutical Marketing Group Co., Ltd

    voted against the motion

    Public information shows that Cheng Fei comes from the second largest shareholder of Heavy Pharmaceuticals Holdings, holding 16.33 percent of Chongqing City Construction Investment (Group) Co., Ltd



    the reasons for the objection include: the target enterprise's weak profitability, high asset-liability ratio, large scale of external financing, after the acquisition will increase the company and the holding subsidiary's asset-liability ratio, on its own financial situation has a negative impact



    finally, the deal was approved by 10 votes and one vote against getting the approval of the board of directors of Heavy Pharmaceuticals Holdings, which still needs to be voted on by the shareholders' meeting and approved by the Chongqing SASAC



    major restructuring report shows that the transaction does not involve Tianshi marketing claims or debt transfer, after the completion of this transaction, Tianshi Marketing will become a wholly-owned subsidiary of the other party of the transaction, the related debt sorority and debt is still enjoyed or borne by Tianshi Marketing, its existing debt relationship remains unchanged



    before this transaction, the listed company Tianshili has the matter of providing guarantees to Tianshi Marketing and its subsidiaries, And tianshili has provided no more than 5,564 million yuan of guarantees for Tianshi Marketing and its subsidiaries



    after the completion of the transaction, the above-mentioned security matters become Tianshili's external guarantee, while Tianshili will adjust the maximum guarantee amount to 5.20 0 billion yuan



    as of May 31, 2020, Tianshili's actual guarantee balance for Tianshi Marketing and its subsidiaries was approximately RMB4,722 million, of which THE Accounts Receivable Asset Support Securities (ABS) was RMB1.280 billion and the Accounts Receivable Asset Support Notes (ABN) amounted to RMB552 million

    Excluding ABS and ABN, Skyxreli provided a credit guarantee of $3.355 billion to Tins Marketing and its subsidiaries



    announcement shows that the difference payment guarantor of ABS will be changed from the company to heavy drug holding, ABN will act as guarantor from the company to the completion of the payment, from the delivery of shares to the completion of the payment period, by the heavy drug holdings to provide the company with the same amount of counter-guarantee



    guarantees other than ABS and ABN shall be settled in accordance with the order in which the transfer guarantee is transferred to Heavy Drug Holdings, which is supported by Heavy Drug Holdings to help Tianshi Marketers make early repayments, the company provides the guarantee until the loan matures and the Heavy Drug Holdings provides the company with the same amount of counter-guarantee;

    to this, the SSE requests to explain the specific contents of the agreement related to ABS guarantee, the company's performance method, the decision-making procedure and the specific timing of the change of the difference payment guarantor, the risk that cannot be changed, the impact on the company's interests and the corresponding safeguards, and explain whether the above-mentioned borrowing arrangements are fair and reasonable, and whether the relevant arrangements can adequately protect the interests of the company



    Also pointed out that the proceeds of the transition altogether transaction belong to heavy drug holdings, losses borne by Tianshili, Tianshili commitment to Tianshi marketing shares delivery days before the loss of inventory impairment, accounts receivable bad debt losses and other debt-related matters that may cause economic losses to fulfill compensation obligations



    as of the end of 2019, the carrying value of Tianshi's marketing inventory and accounts receivable was RMB1,259 million and RMB5,872 million, respectively, both in larger amounts



    the SSE asked TianShili to supplement the disclosure of the specific content of the terms of the compensation obligation, as well as the specific impact on the company, whether it is conducive to protecting the interests of listed companies



    at the same time, as of the end of 2019, Tianshi Marketing's accounts payable to Tianshili amounted to 52.7386 million yuan, with an advance receipt of 650,000 yuan

    SSE requires additional disclosure of all debts and causes of the company within the scope of the company's consolidated statements for the past two years



    the pharmaceutical industry is on a downward trend, and two other companies are planning a A-share IPO

    in 2019, The performance of Tianshili fell significantly

    Realized operating income of RMB18,998 million, up 5.61% YoY; realized net attributable net profit of RMB1.001 billion, down 35.19% YoY; and Net Profit withholding net income was RMB946 million, down 29.58% YoY



    segment, pharmaceutical business revenue grew, up 17.99 percent year-on-year

    However, the pharmaceutical industry, which Tianshili is focusing on, fell, with revenues down 12.79 percent year-on-year



    , the highest-accounting Chinese pharmaceutical category achieved operating income of 4.348 billion yuan, down 18.85 percent YoY, while gross margin also fell 2.29 percentage points, while the chemical agents and chemical raw materials business was on the uptrend, with operating income increasing by 7.08% and 8.74% year-on-year, respectively



    Tianshili's main products, the production volume and sales volume of compound Dansan pills decreased significantly, respectively, by 17.53 percent and 13.23 percent year-on-year



    and asset restructuring announcement issued on the same day, there is a proposed spin-off subsidiary Tianshili Bio to the Shanghai Stock Exchange science and innovation board listing of the relevant announcement

    according to the

    public information, in 2018 Tianshili transferred the biological drug-related assets to its Tianshili bio, and converted it into a limited company, to this biopharmaceutical plate as an independent platform to be listed



    July 2018, Tianshireli Bio completed a Pre-IPO round of financing, with a post-financing valuation of 12.5 billion yuan



    June 2019, Tianshireli Filed for Listing of Hong Kong Stocks, which was heard by the Hong Kong Stock Exchange in November, but the listing process was interrupted on the grounds that the valuation had not been as expected



    the previous HKEx prospectus shows that at present, Tianshili Biological has a cardiovascular drug Puyouk listed, but the overall is still in a loss-making state



    2019, the net profit attributable to shareholders of the parent company in the tianshi-Li bio consolidated statement was RMB355 million, compared with RMB103 million and RMB755.05 million in 2017 and 2018, respectively



    , therefore, the net profit of Tianshishi Bio, which is entitled to equity in the consolidated statement of the listed company in the last fiscal year, does not exceed 50% of the net profit attributable to the shareholders of the listed company, and meets the requirements of the separation



    data show that the actual control of The Tianshi Group is The People's Army, Wu Weifeng, Yu Kaiyuan, Li Weihui

    Through Tianjin Fuhuade Technology Development Co., Ltd., layer by layer holding a stake in Tianshili



    Photo Source: TianshiLi Annual Report

    According to Choice data, since the listing in 2002, Tianshili has paid a total of 4,972 million yuan in dividends



    it is worth noting that, in addition to Tianshili biological, there is another company behind the Yan family, Guizhou Guotai Wine Co., Ltd

    Guotai Wine Industry is also in the main board IPO stage

    On June 12,

    , Tianshili also announced that the Company intends to use its own capital of US$10 million to subscribe for the initial public offering of Yongtai Biopharmaceutical Co., Ltd

    in Hong Kong through its wholly-owned holding company, Tianshili (Hong Kong) Pharmaceutical Investment Co., Ltd., to become a cornerstone investor



    at the same time promote the two companies A-share listing, divestment of the main assets, investment in biomedicine, a good operation

    For follow-up developments, The Global Finance Theme will continue to pay attention to it



    .
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