Interface News Reporter | Huang Hua
Interface News Editor | Xie Xin
On May 17, Tongce Medical announced that the company received the "Decision on Issuing Warning Letters to Zhejiang Tongce Eye Hospital Investment Management Co., Ltd. and Lv Jianming" issued by the Zhejiang Securities Regulatory Bureau of the China Securities Regulatory Commission on May 15.
The above-mentioned incident can be simply summarized as follows: Zhejiang Tongce Eye Hospital Investment Management Co., Ltd. (hereinafter referred to as "Ophthalmology Investment") failed to repay the money as scheduled, and Lv Jianming, who promised to fulfill the obligation to return the money on his behalf, did not repay the money on his behalf, so he was punished by the regulatory authorities. In mid-April this year, Lv Jianming has stepped down as chairman of Tongce Medical, but he is still the actual controller of Tongce Medical.
However, when receiving the fine again, Zhejiang Tongce Eye Hospital Investment Management Co., Ltd.'s past in the ophthalmology business was also revealed. The company had actually participated in the relocation project of the local Zhejiang Second Eye Center in Hangzhou, but due to the delay in the progress of the project, Tongce Medical's ophthalmology business also seemed to be "strangled in the cradle".
As of the close of trading on May 17, Tongce Medical closed at 64.21 yuan per share, up 0.47%, with the latest total market value of 20.588 billion.
The shareholding company has "received fines" several times
On March 28, 2023, TC Medical disclosed the "Progress Announcement on the Return of Financial Assistance from Zhejiang Tongce Eye Hospital Investment Management Co., Ltd.", according to which Zhejiang TC Eye Hospital Investment Management Co., Ltd. (hereinafter referred to as "Ophthalmology Investment") will fully return the 112 million yuan of financial assistance provided by TC Medical from 2019 to August 2020 by December 31, 2023.
On January 10 this year, Tongce Medical disclosed the "Progress Announcement on the Return of Financial Assistance to Shareholding Companies", which stated that Ophthalmology Investment will complete the return of financial assistance in the first quarter of this year, and it will not be returned at the end of the first quarter of this year, and the actual controller Lv Jianming will fulfill the return obligation on his behalf.
Subsequently, on April 2 this year, Tongce Medical disclosed the "Progress Announcement on the Return of Financial Assistance Funds of Shareholding Companies", stating that Ophthalmology Investment is expected to return the financial assistance and interest before April 15 this year. In other words, compared with the original plan of repayment at the end of 2023, the repayment progress at this time has been postponed at least twice.
Finally, on April 9 this year, Tongce Medical disclosed the "Announcement on the Shareholding Company Has Returned All Financial Assistance", and as of April 8 this year, Ophthalmology Investment has returned all the principal and interest of 112 million yuan of financial assistance to the company.
Accordingly, the Zhejiang Securities Regulatory Bureau believes that Ophthalmology Investment failed to repay the financial assistance in a timely manner in accordance with the announced repayment plan, and Lv Jianming failed to perform the repayment obligation on behalf of Ophthalmology Investment when it failed to return within the promised time limit, and the above-mentioned acts of Ophthalmology Investment and Lv Jianming constituted the circumstances described in Article 15 of the Regulatory Guidelines for Listed Companies No. 4 - Commitments of Listed Companies and Their Related Parties (CSRC Announcement [2022] No. 16), which is also a violation of the commitment.
In accordance with the provisions of Article 17 of the Guidelines for the Supervision of Listed Companies No. 4 - Commitments of Listed Companies and Their Related Parties (CSRC Announcement [2022] No. 16), the Zhejiang Securities Regulatory Bureau decided to take the supervision and management measures of issuing warning letters to Ophthalmology Investment and Lv Jianming respectively, and recorded them in the integrity file of the securities and futures market.
From the current point of view, the series of "repayment" problems of Tongce Medical's shareholding company, namely the eye hospital investment company, have been solved.
However, this is not the first time that an ophthalmic hospital investment company has been questioned for being "greasy". For example, in August 2022, around the issue of financial support for ophthalmology companies, TC Medical has already been required by the regulator to take corrective measures for violations.
At that time, the Zhejiang Securities Regulatory Bureau proposed that according to the "Announcement on Financing from Banks and Signing the Financing Plan Agreement of Zhejiang Tongce Eye Hospital Investment Management Co., Ltd. and Related Party Transactions" disclosed by Tongce Medical on December 9, 2017, the relevant parties would provide financial assistance in accordance with the proportion of shareholdings. However, after investigation, the related parties controlled by the actual controller did not provide financial assistance in the same proportion during the period from 2018 to 2020, and other shareholders did not provide financial assistance as of the inspection date. Therefore, the actual situation of financial assistance is inconsistent with the disclosure in the announcement.
It is related to the ophthalmology business of "Yamao".
However, behind the current incident of being punished by the regulator for failing to repay the money in time, it involves the past of Tongce Medical's entry into the ophthalmology industry.
In fact, Zhejiang Tongce Eye Hospital Investment Management Co., Ltd. (Ophthalmology Investment, hereinafter referred to as "Tongce Ophthalmology Investment"), which is currently being fined, was purchased by Tongce Medical from a related party, Zhejiang Tongce Holding Group Co., Ltd., in 2017. It is a company of special significance in the growth process of Tongce Medical.
In 2017, this investment move by TC Medical was a landmark move by the company to enter the ophthalmology industry. At that time, TC Medical proposed that ophthalmic medical services had high growth potential. At the same time, this investment can further broaden the company's investment platform, diversify investment risks, and enhance long-term profitability. In that year, the full name of Tongce Medical was still "Tongce Medical Investment Co., Ltd.", and the full name of the company was changed from "Tongce Medical Investment Co., Ltd." to "Tongce Medical Co., Ltd." in 2019.
Specifically, in October 2017, TC Medical, its related party, Zhejiang TC Holding Group Co., Ltd. and another non-related natural person shareholder signed the "Equity Transfer Agreement of Zhejiang TC Eye Hospital Investment Management Co., Ltd.", which transferred 20% of the equity held by TC Holding Group for 100 million yuan, preparing to open the "second growth curve" other than dentistry.
Judging from the historical announcements, Tongce Ophthalmology Investment wanted to do two things at that time, one was to sell glasses, and the other was to be an eye hospital. The announcement reminded that as of October 2017, Ophthalmology Investment has set up a wholly-owned subsidiary, Hangzhou Cunji Glasses Co., Ltd., and plans to initiate the establishment of Zhejiang Guangji Eye Hospital, a private non-enterprise unit.
Based on all kinds of information, Zhejiang Guangji Eye Hospital is also known as "Zhejiang University Eye Hospital". According to the official public account of the Propaganda Department of Hangzhou Shangcheng District Committee on May 3, 2017, Zhejiang University, the Second Hospital of Zhejiang Medical College and Tongce Medical Investment Co., Ltd. held a tripartite signing ceremony in Zijingang, Zhejiang University on May 2 of that year to jointly build Zhejiang University Eye Hospital.
According to the above-mentioned public account, Zhejiang University Eye Hospital will adopt a new mode of operation, which is another initiative of the combination of public hospitals and social capital, with a total investment of no less than 1.8 billion, and the long-term construction goal is "world-class eye hospital".
In Hangzhou, "Zhejiang Second Eye Center" is a golden signboard that can be compared to "Hangzhou Stomatology". According to public information, the outpatient volume of Zhejiang Second Eye Center in 2016 reached 631,200, which is equivalent to a comprehensive tertiary hospital in Hangzhou, and the number of various surgeries (including inpatient, outpatient, and laser surgery) reached 58,200, which is also equivalent to the total surgical volume of a tertiary general hospital.
At that time, Zhejiang University Eye Hospital was once advertised to be opened by the end of 2017 at the earliest. At the same time, it is known as the "overall translation and capacity increase and expansion" of Zhejiang Second Eye Center, which will fall on the Waihai West Lake International Trade Building at No. 1 West Lake Avenue, across the street from the Chengzhan Railway Station. According to AutoNavi Map, in the atlas of the coordinates of No. 1 West Lake Avenue, the signboards of "Zhejiang University Eye Hospital" and "Zhejiang Guangji Eye Hospital" are hung parallel to the same wall.
However, the hospital was not able to open at the end of 2017. In the historical announcement of Tongce Medical, in April 2020, the company also said that Zhejiang Guangji Eye Hospital, which it participated in the investment through Zhejiang Tongce Eye Hospital Investment Management Co., Ltd., is currently preparing for relocation and opening, and plans to gradually open in 2020. It was not until the beginning of 2022 that Tongce Medical said that the eye hospital had been officially opened.
According to the public information on the official website of the Zhejiang Provincial Health Commission, in December 2021, the Zhejiang Provincial Health Commission agreed that the Second Affiliated Hospital of Zhejiang University School of Medicine would host Zhejiang Guangji Eye Hospital as the hospital's ophthalmology center.
During the same period, the local media "Qianjiang Evening News" in Hangzhou reported that the Eye Center of the Second Hospital of Zhejiang University will be relocated to the new hospital area from December 6, 2021, and then the Eye Center of the Second Hospital of Zhejiang University and the Eye Hospital of Zhejiang University will be opened soon.
According to the "Hangzhou Daily", on the occasion of the official opening of the Eye Center of the Second Hospital of Zhejiang University (Zhejiang University Eye Hospital), Yao Ke, chairman of the Ophthalmology Society of the Chinese Medical Association and director of the Eye Center of the Second Hospital of Zhejiang University, also said that his three wishes when he returned to China have been realized. Among the aspirations is the establishment of a larger, more spacious ophthalmology hospital.
Yao Ke and his father, Yao Xihu, are both leaders in the field of ophthalmology in China, and Yao Xihu invented the first contact lens in China. According to the official website of Zhejiang University School of Medicine, Yao Ke is currently the president of Zhejiang University Eye Hospital, the director of the Institute of Ophthalmology of Zhejiang University, and the director of the Eye Center of the Second Affiliated Hospital, with his main research direction being cataract and intraocular lenses.
However, the opening of the Eye Center of the Second Hospital of Zhejiang University, namely Zhejiang University Eye Hospital, in early 2022 means that Tongce Medical's ophthalmology business is not going well, at least compared with the initial advertised expectation of opening at the end of 2017. So far, Tongce Medical's annual report does not show the operating status of its ophthalmology business.
In addition, at the beginning of 2022, TC Medical agreed to give up the pre-emptive right to subscribe for the equity of TC Ophthalmology, a shareholding company. At that time, the abandonment announcement reminded that the annual net profit of Tongce Ophthalmology Investment in 2020 was 14.96 million yuan.
On the occasion of giving up the preemptive right to subscribe for the equity of Tongce Ophthalmology, a shareholding company, Tongce Medical said that the company made a trade-off decision based on the current situation of the company's ophthalmology business and the long-term development prospects of the ophthalmology field, which the company believes is conducive to avoiding the impact of continuous investment in ophthalmology business on the short-term profits of listed companies, and at the same time, can improve the long-term profitability of listed companies.
In addition, according to the 2023 annual report of Tongce Medical, in the process of investing in the construction of Zhejiang University Eye Hospital, the company invested 260 million yuan in the same proportion for the investment and construction of the eye hospital, which has been completed since the disclosure date of the report, and the company has recovered all the ophthalmology financial assistance and interest.