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Asia-Pacific Pharmaceuticals' 900 million cash acquisition of the target out of control Anxin Securities project exploded

Source: China Economic Net
2019-12-30 09:41:33
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China Economic Net, Beijing, December 30 (Reporter Guan Jing) On December 24, Asia Pacific Pharmaceuticals (002370.SZ) announced that it found that a wholly-owned subsidiary of Shanghai Xinfeng's subsidiary had illegal external guarantees, and in 2019 Sudden decline in operating performance. The work of the listed company's working group in Shanghai Xinfeng was blocked, failed to take over the seal and key information, and in fact lost control of Shanghai Xinfeng and its subsidiaries.

In October 2015, the Asia-Pacific Pharmaceutical Board of Directors decided to purchase 100% equity of Shanghai Xinfeng held by Green Villa Holdings LTD. By paying cash, with a transaction price of 900 million yuan and a target asset appreciation rate of 432.78%. Anxin Securities served as the independent financial advisor for the acquisition, and the project sponsors were Dai Mingchuan and Wei Lan.

The announcement shows that Shanghai Xinfeng's performance commitment completion rates from 2015 to 2017 were 117.38%, 101.49%, and 109.16%, respectively. However, Shanghai Xinfeng completed 87.86% of its committed performance in 2018, with a difference of RMB 2015.37 million.

Shanghai Xinfeng has been an important source of profits for the Asia-Pacific pharmaceutical industry since its acquisition. From 2016 to 2018, Asia Pacific Pharmaceuticals achieved net profit attributable to shareholders of listed companies of 125 million yuan, 202 million yuan, and 208 million yuan, respectively. Shanghai New Peak's net profit for the same period was 114 million yuan, 149 million yuan, and 152 million yuan. RMB, accounting for 91.2%, 73.76% and 73.08% of the listed company's attributable net profit.

Asia-Pacific Pharmaceuticals said that Shanghai Xinfeng and its subsidiaries will no longer be included in the scope of the company's consolidated statements, and out-of-control events will have a significant impact on the company's 2019 financial statements.

In fact, the third quarterly report of Asia-Pacific Pharmaceuticals estimates that the company's net profit this year will be -650 million to -750 million yuan. The reasons for the loss include the decline in the performance of the new peak in Shanghai. It is expected that the impairment loss of goodwill in 2019 will not exceed 670 million yuan. .

Affected by this news, on December 25 and 26, the stock price of Asia Pacific Pharmaceuticals fell for two consecutive trading days. As of the close of the 26th, Asia-Pacific Pharmaceuticals closed at RMB 6.44, down 2.57%.

As the independent financial adviser of this acquisition, Anxin Securities, this year has frequently apologized for the explosion of acquisition projects. As Huading (601113.SH) acquired Tongtuo Technology and Anjie Technology (002635.SZ) acquired Weibo Precision's independent financial adviser, the two target companies have not fulfilled their performance commitments. Anson Securities has also issued Apology letter.

A premium of 432% for the acquisition of Shanghai New Peak Target by 900 million yuan in cash in 2015

In October 2015, the second extraordinary general meeting of Asia-Pacific Pharmaceuticals in 2015 reviewed and approved the "Proposal on the Company's Purchase of 100% Equity of Shanghai Xinfeng Biopharmaceutical Co., Ltd. Held by Green Villa Holdings Ltd. and Purchase of Major Assets" .

Shanghai Xinfeng is a 100% -owned foreign-invested limited liability company of Green Villa Holdings LTD. It is mainly engaged in new drug research and development outsourcing (CRO) service business, that is, providing preclinical research services, clinical research services and For other consulting services, the actual controller of the company is Ren Jun.

The acquisition announcement shows that with July 31, 2015 as the evaluation base date, the value of the entire equity of Shanghai New Peak's shareholders was valued at 902 million yuan using the income method, with an estimated value added of 733 million yuan and a rate of increase of 432.78%.

In the end, the two parties negotiated and determined that the transaction price was 900 million yuan. Asia Pacific Pharmaceuticals paid in advance through self-raised funds and then replaced it with funds raised by the company's non-public offering of shares. The 2015 annual report shows that the acquisition of Asia Pacific Pharmaceuticals resulted in an original book value of 670 million yuan.

Anxin Securities, as the independent financial consultant for the major asset purchase of Asia-Pacific Pharmaceuticals, said that the acquisition has significantly improved the company's profitability. Listed companies have increased their R & D outsourcing services for new drugs based on existing pharmaceutical manufacturing. Conducive to enhancing the ability to continue operations.

On December 2, 2015, Shanghai Xinfeng completed the industrial and commercial change registration procedures for equity transfer and became a wholly-owned subsidiary of Asia Pacific Pharmaceuticals. Shanghai Xinfeng promised that the net profit attributable to shareholders of the parent company after deducting non-recurring gains and losses in 2015, 2016, 2017 and 2018 will not be less than 85 million yuan, 106.25 million yuan, 132.81 million yuan and 166.2 million yuan.

From 2015 to 2017, Shanghai Xinfeng's performance commitment completion rates were 117.38%, 101.49%, and 109.16%, respectively. However, in 2018, Shanghai New Peak realized a net profit of RMB 146,586,600, which was 87.86% of the commitment performance for the year, and the difference was RMB 2015,370.

Shanghai Xinfeng said that the unfulfilled performance commitments in 2018 were mainly due to the unsatisfactory progress of the generic drug consistency evaluation business and the failure of Shanghai Xinfeng CRO base construction and operation to meet expectations.

Subsidiaries out of control

On the evening of December 24, Asia Pacific Pharmaceuticals issued an announcement stating that Shanghai Xinshengyuan Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Shanghai Xinshengyuan"), a wholly-owned subsidiary of Shanghai Xinfeng, a wholly-owned subsidiary, had illegal external guarantees and it will operate in 2019. Sudden decline in performance. In order to comprehensively verify the relevant situation and strengthen the management of subsidiaries, Asia Pacific Pharmaceuticals sent a working group to Shanghai New Peak on November 25, 2019. The management and control work was blocked, Shanghai New Peak could not operate normally, and the subsidiaries lost control.

In the announcement, Asia Pacific Pharmaceuticals stated that after the acquisition of Shanghai Xinfeng, due to the independence of its business, based on the counterparty Green Villa Holdings Ltd.'s performance compensation commitment, Ren Jun, the actual controller of the counterparty (Chairman and General Manager of Shanghai Xinfeng) Undertaking joint and several liability guarantees for performance commitments made by counterparties, etc. In order to meet the demands of its operating decision-making efficiency, the original core management of the subsidiary Shanghai Xinfeng will not recover all the rights of external investment, financing (including mortgages, guarantees, etc.). Change, Ren Jun is still the chairman and general manager of Shanghai Xinfeng.

After the Asia-Pacific Pharmaceuticals sent a working group to Shanghai New Peak on November 25, the control measures taken were blocked during the promotion. As of the announcement date, the Shanghai New Peak Working Group failed to take over 10 of Shanghai New Peak, Shanghai Xinshengyuan and its subsidiaries. The company's seal, original copies of business licenses and other key materials cannot be controlled.

At the same time, some computers of Shanghai Xinfeng and its subsidiaries were damaged and important data was lost. Some core key management personnel and employees of Shanghai Xinfeng and its subsidiaries had left before the working group entered, and the company could not grasp the actual situation of Shanghai Xinfeng and its subsidiaries. Information on operating conditions, asset status, and risks facing the company has prevented the company from exercising control over major operating decisions, personnel, and assets of Shanghai Xinfeng and its subsidiaries. The company has in fact lost control of Shanghai Xinfeng and its subsidiaries .

Asia Pacific Pharmaceuticals said that given that the company has lost control of Shanghai Xinfeng and its subsidiaries, it will no longer be included in the scope of the company's consolidated statements. The loss of control of Shanghai Xinfeng and its subsidiaries will result in the company's 2019 financial statements. Tremendous influence.

In fact, Shanghai New Peak has always been an important source of profit for the Asia-Pacific pharmaceutical industry. In 2016, 2017, and 2018, Asia Pacific Pharmaceuticals achieved net profit attributable to shareholders of listed companies of 125 million yuan, 202 million yuan, and 208 million yuan, respectively. In the same period, Shanghai New Peak achieved net profits of 114 million yuan and 149 million yuan. 152 million yuan, accounting for 91.2%, 73.76% and 73.08% of the net profit attributable to listed companies.

According to the 2019 Interim Report of Asia Pacific Pharmaceuticals, in the first half of this year, Asia Pacific Pharmaceuticals achieved a net profit of 40.293 million yuan, and Shanghai New Peak achieved a net profit of 41.540 million yuan.

In the first three quarters of 2019, Asia-Pacific Pharmaceuticals realized operating income of 725 million yuan, a year-on-year decrease of 24.37%; realized net profit of 69.986 million yuan, a year-on-year decrease of 95.85%, and a non-net profit loss of 7,023.6 million yuan. If Shanghai Xinfeng's performance is not incorporated into the 2019 consolidated statement, the performance of Asia Pacific Pharmaceuticals will further decline significantly.

Asia-Pacific Pharmaceuticals said that due to the sharp decline in the performance of its subsidiary Shanghai New Peak, it will conduct an impairment test. Based on the estimated situation, the company plans to accrue impairment losses on goodwill of no more than 670 million yuan in 2019.

Restructuring project keeps losing promise, Anxin Securities frequently apologizes

Since the beginning of this year, the performance of the listed company's restructuring project as an independent financial adviser by Anson Securities has suffered from non-performance, and letters of apology from Anson Securities have also appeared frequently.

On March 30, 2019, Anson Securities acted as an independent financial advisor to Anjie Technology (002635.SZ) in the acquisition of assets and issued an apology announcement. Anjie Technology purchased 100% equity of Weibo Precision held by Wu Guiguan, Wu Zhenbo, Ke Xingcha, Huang Qingsheng, and Lian Hougui in 2017 by issuing shares and paying cash. The transaction consideration was determined to be 3.4 billion yuan, and the value added The rate is 759.81%.

In 2017 and 2018, Weibo Precision realized a deduction of non-net profit of 228 million yuan and 5.986 million yuan, and the achievement rate was 68.97% and 20.45%, respectively. Therefore, Anxin Securities issued apology letters for two consecutive years in 2018 and 2019.

On April 26, 2019, Huading shares (601113.SH) announced that the company failed to complete its performance commitments due to the company's acquisition of Shenzhen Tongtuo Technology Co., Ltd. (hereinafter referred to as Tongtuo Technology) in 2018, and the company returned at a total price of 1.00 yuan. 2016.400 thousand company shares were purchased as profit compensation.

Huading shares purchased Tongtuo Technology's 100.00% equity in 2017 by issuing shares and paying cash. The transaction consideration was 2.9 billion yuan, and the target appreciation rate reached 188.64%. Huading shares added 1.760 billion yuan in goodwill.

Tongtuo Technology promises to achieve a net profit of no less than RMB 200 million, RMB 280 million and RMB 392 million in 2017, 2018 and 2019. However, after completing the performance target in 2017, Tongtuo Technology realized a non-net profit of 221 million yuan in 2018 and a performance completion rate of 78.98%.

For the acquisition of the assets of Huading Co., Ltd., Anxin Securities served as the independent financial advisor. After the performance of Tongtuo Technology was out of contract, Anxin Securities issued an announcement saying that it deeply regretted this and apologized to the majority of investors.

Huarui Wind Power, which was sponsored by Anxin Securities, was punished by the Securities and Futures Commission for financial fraud after listing. Anxin Securities also failed to perform due diligence during the continuous supervision of Huarui Wind Power. Suspension of sponsorship for three months from March 4 to June 3, 2015.

According to the 2019 semi-annual report disclosed by the shareholders of State Securities Investment Co., Ltd. (600061.SH), 3 securities consulting projects completed by M & A and restructuring were completed in the first half of this year, and the total operating income of the parent company of Anson Securities achieved 3.711 billion yuan from January to June The parent company realized a cumulative net profit of 1.297 billion yuan.

责任编辑:吴海燕 Keywords: Asia Pacific Pharmaceutical Editor: Haiyan Wu