The chairman of Yangpu Medical was suspected of violating discipline and law and was retained as a subsidiary legal person before the incident

Reporter Chen Ting and Cao Xueping report from Shenzhen

On April 8, Yangpu Medical (300030. SZ) 8 directors collectively received an email with the content of the notice of the sixth meeting of the company's sixth board of directors. Unlike usual, on the day the directors received the email, the meeting was held in a combination of in-person and telephony, and the company gave the reason for this: "The situation is urgent".

According to the announcement of the resolution of the meeting, the board of directors of Yangpu Medical elected and authorized Jiang Guangcheng, director and deputy general manager of the company, to perform the duties of the company's legal representative, chairman and general manager. Previously, Yangpu Medical disclosed that Deng Guanhua, chairman and general manager of the company, was investigated and placed in custody on suspicion of violating discipline and law. Accordingly, Jiang Guangcheng will also perform Deng Guanhua's duties as a member of the relevant committees of the company's board of directors.

It is worth noting that just before the announcement that Deng Guanhua was placed in custody, Yangpu Medical disclosed that Deng Guanhua stepped down as the legal representative of its wholly-owned subsidiary, Guangzhou Yangpu Medical Devices Co., Ltd. (hereinafter referred to as "Yangpu Devices"), which is an important support for Yangpu Medical's performance in recent years.

When did Deng Guanhua not go to work and perform his duties normally? Is his investigation related to the company's affairs and his resignation as the legal representative of Yangpu Devices? On April 9, Yangpu Medical said in an interview with a reporter from China Business News: "The company has not yet obtained more information on the progress of the chairman's investigation and detention. If necessary, the company will fully cooperate with the relevant departments to carry out the investigation. In addition, at present, the company's board of directors and board of supervisors are operating normally, the production and operation management is normal, and the 2023 annual report is in the process of normal preparation.

The proportion of the chairman's equity pledge is close to 100%

On April 8, Yangpu Medical's stock price fell sharply at the open. As of the close of the day, the company's share price closed at 4.78 yuan per share, down 13.09%.

On the news side, on the evening of April 7, Yangpu Medical announced that Deng Guanhua was taken into custody. According to the announcement, Yangpu Medical recently received the "Notice of Case Filing" and "Notice of Retention in Custody" issued by the Guangdong Provincial Supervision Commission, and Deng Guanhua was placed on file for investigation and retention in custody on suspicion of violating discipline and law. As of April 7, the company was not aware of the progress and conclusions of the investigation. Other directors, senior managers and supervisors of the company have performed their duties normally, the board of directors has performed relevant duties in accordance with the law, and the production and operation management is normal.

As for the statement in the above-mentioned announcement that Yangpu Medical "has received the relevant notice recently" and only mentions that "the progress and conclusion of the investigation have not yet been known", does it mean that a period of time has passed since Deng Guanhua was placed in custody?

According to public information, Deng Guanhua is one of the founders of Yangpu Medical, born in 1966, graduated from Wuhan University with a doctoral degree, and served as the director of the Institute of Chemistry and Chemical Engineering of Wuhan University. In 1996, Deng Guanhua participated in the establishment of Yangpu Medical Products (the predecessor of Yangpu Medical), successively served as the executive chairman, general manager and chairman of Yangpu Medical Products, and is currently the chairman and general manager of Yangpu Medical.

According to the announcement, on June 23, 2021, Deng Guanhua signed an equity transfer agreement and an irrevocable voting rights waiver agreement with Zhuhai Gree Financial Investment Management Co., Ltd. (hereinafter referred to as "Gree Financial Investment"), and Zhao Jiqing, Deng Guanhua's concerted actor, signed an irrevocable voting rights waiver agreement with Gree Financial Investment on the same day. So far, Gree Financial Investment has become the shareholder with the highest proportion of voting rights controlling Yangpu Medical's shares, and Zhuhai State-owned Assets Supervision and Administration Commission has become the actual controller of the company.

In June 2023, Deng Guanhua and Zhao Jiqing respectively signed a supplementary agreement with Gree Financial Investment, stipulating that the voting rights waiver period corresponding to the shares held by Deng Guanhua and Zhao Jiqing would be extended by 24 months on the basis of the original agreement.

As of the end of the third quarter of 2023, Deng Guanhua holds 15.91% of Yangpu Medical, making him the largest shareholder, but about 98% of his shares are pledged. Zhao Jiqing's shareholding ratio is 4.95%, and about 37% of his shares are frozen.

The "venous blood collection faucet" continues to lose money

In the event information released by Yangpu Medical, Deng Guanhua has not appeared for a long time. According to Yangpu Medical's official WeChat public account, the company's latest disclosure of Deng Guanhua's attendance at related events was in February 2022. At that time, Deng Guanhua delivered a speech at a forum on smart labs.

Although Deng Guanhua is no longer the actual controller of Yangpu Medical, he is still deeply involved in the company's operation by extending the voting rights waiver period. Yangpu Medical said that this move is "conducive to maintaining the stability of the company's controlling shareholders and actual controllers".

However, on March 5, 2024, Yangpu Medical announced the news of the change of legal representative of Yangpu Devices. The legal representative of Yangpu Devices was changed from Deng Guanhua to Xu Juan, and the business scope of the wholly-owned company includes contact lenses and in vitro diagnostic reagents.

According to industrial and commercial information, Yangpu Instruments was established in April 2021 with a registered capital of 100 million yuan. Deng Guanhua stepped down as the legal representative of Yangpu Devices in June 2022, and then took office as the company's legal representative in February 2023 until January 2024, when Deng Guanhua stepped down from this position again.

According to industrial and commercial information, Yangpu Equipment is the only wholly-owned subsidiary of Deng Guanhua as the legal representative of Yangpu Medical, and it is also an important support for Yangpu Medical's performance in recent years. According to the 2022 annual report, the revenue of Yangpu Devices during the reporting period was about 324 million yuan, accounting for about 45.6% of Yangpu Medical's revenue, and the net profit was about 7.48 million yuan, while the other two wholly-owned subsidiaries were losing money that year, and in the first half of 2023, Yangpu Devices' revenue accounted for about 44.4%, with a net profit of about 2.85 million yuan.

According to the annual report, Yangpu Medical started with the vacuum blood collection system business, and at the same time laid out precision medicine, smart medical care and third-party special examination with early tumor screening and companion diagnosis as the core. From 2021 to 2022, the sales volume of Yangpu Medical vacuum blood collection systems exceeded 700 million. According to the 2023 semi-annual report, Yangpu Medical is the only domestic vacuum blood collection tube registered by the U.S. Food and Drug Administration (FDA).

However, in the past three years, Yangpu Medical's performance growth has been weak. In 2020, thanks to the high growth of sales revenue of microbial specimen processing products and masks, Yangpu Medical's net profit increased by more than 500% that year. However, since 2021, the market demand for microbial transport systems has decreased significantly, and the company's revenue and net profit growth have shrunk significantly, resulting in a loss in 2022.

According to the 2023 performance forecast, Yangpu Medical expects the company's net profit in 2023 to remain negative, with an estimated loss of 45 million to 65 million yuan. In terms of business, the revenue of vacuum blood collection management system is expected to be basically the same as that in 2022, the revenue of microbial transport system is expected to decrease by 92.4% year-on-year, and the revenue of instruments and equipment is expected to decrease by 53.1% year-on-year.

(Editor: Cao Xueping Proofreader: Zhai Jun)