Following Neptunus Biotech (000078. SZ) After the Zhang Simin family, the actual controller, sold the control and cashed out a huge amount of money, on August 4, another A-share pharmaceutical listed company announced the transfer of control to a state-owned enterprise and obtained billions of yuan in funds.
In the afternoon of the same day, Tasly (600535. SZ) and China Resources Sanjiu (000999.SZ), which has a market value of 53 billion yuan, both announced that they have reached an equity transfer agreement with each other. Tasly's controlling shareholder, Tasly Biomedical Industry Group Co., Ltd. (hereinafter referred to as "Tasly Group"), and its persons acting in concert sold part of its equity to China Resources and Guoxin Investment at a consideration of RMB 6.2 billion and RMB 1.109 billion respectively, and the actual controller of the Company was changed to China Resources.
Tasly was founded by the Yan Xijun family, and in the past, it became famous at home and abroad with a compound Danshen dripping pill drug. Under the leadership of Yan Xijun, Tasly has also become a leader in A-share traditional Chinese medicine, with stable performance in the past, and there has been no shortage of funds. A few days ago, the sudden announcement of a planned change of control made the market stunned.
After the completion of this transaction, the family of Yan Xijun, the founder of Tasly, will receive a huge amount of cash-out funds. However, as the core figure of Tasly, Yan Xijun and his family still hold more than 17% of the shares in the listed company. The specifics of this arrangement are unclear. In the future, how Tasly and China Resources will carry out business synergy and development is also worthy of attention from the outside world.
On the evening of August 4, the first financial reporter contacted Zhou Hui, vice president of China Resources Sanjiu, and the person in charge of Tasly's listed company, trying to understand the original intention and purpose of the transaction, but did not receive any reply as of press time.
The Yan family cashed out a huge amount
The reason why this transaction has attracted attention from the outside world is mainly the special status of the two parties to the transaction.
Tasly is a leading A-share Chinese medicine enterprise, and Yan Xijun, the founder and core figure of the company, once started from scratch and has a legendary entrepreneurial experience. In 1989, Yan Xijun and his wife Wu Yifeng were transferred to the 254th Hospital of the People's Liberation Army in Tianjin as the director of the pharmacy department. During this period, he successfully developed the compound Danshen Dripping Pill. Unexpectedly, this drug changed the fate of Yan Xijun's family and became the company's entrepreneurial capital.
In 1994, Tasly's predecessor, Angel Power United Pharmaceutical Co., Ltd., was born, and Compound Danshen Dripping Pill was approved as a national new drug certificate. Since the 90s of the last century, Compound Danshen Dripping Pill went to the United States for FDA clinical trials, but it has not been approved for marketing after 20 years, and the Tasly Yan Xijun family has already become the richest in Tianjin, and the family's wealth has risen and has been on the rich list many times.
The business territory of Tasly Group is no longer limited to medicine, spanning liquor, tea, education and investment and other fields.
Speaking of the Yan Xijun family, I have to talk about the family's "second generation" Yan Kaijing. As early as 10 years ago, Yan Xijun submitted an application to the company's board of directors to resign as the company's chairman, and his son Yan Kaijing (then 36 years old) was pushed to the front desk as the company's chairman. However, Yan Xijun did not quit and still occupies the core position of Tasly's business territory, firmly controlling the right to speak.
Tasly's revenue mainly comes from pharmaceutical sales, including the pharmaceutical industry and pharmaceutical commerce. The performance reports disclosed in the past also show that the company's performance is stable and there is no financial pressure.
China Resources Sanjiu said that the company intends to purchase a total of 418 million shares of Tasly (accounting for 28% of the total issued shares of Tasly) held by Tasly Group and its concerted actors Tianjin Heyue, Tianjin Kangshun, Tianjin Shunqi, Tianjin Shanzhen, Tianjin Tongming and Tianjin Hongxun by paying cash.
After the completion of the transaction, the controlling shareholder of Tasly will be changed from Tasly Group to China Resources Sanjiu, and the actual controller of the listed company will be changed from four natural persons Yan Xijun and his wife Wu Yifeng, Yan Kaijing and his wife Li Yihui to China Resources. The cash transfer price per share of this transaction is 14.85 yuan, and the total transfer price of the corresponding target shares is 6.212 billion yuan.
Specifically, the transfer price of 352 million shares of Tasly Group to be transferred is 5.222 billion yuan, and the remaining nearly 1 billion yuan is obtained by Tianjin Heyue and Tianjin Kangshun, who act in concert with Tasly. In fact, behind this is still the control of the Yan family.
According to the announcement, the executive partners of Tianjin Heyue, Tianjin Shunqi, Tianjin Shanzhen, Tianjin Tongming, and Tianjin Hongxun are all Tasly Group, and the actual controllers are Yan Kaijing, Yan Xijun, Wu Yifeng, and Li Yihui; The executive partner of Tianjin Kangshun is Tianjin Dizhi, and the actual controllers are Yan Kaijing and Yan Xijun.
At the same time, Tasly Group transferred its 74,697,500 shares of Tasly (accounting for 5% of Tasly's total share capital) to Guoxin Investment at a transfer price of 14.85 yuan per share and a total share transfer price of 1.109 billion yuan. The controlling shareholder and actual controller of Guoxin Investment is China Guoxin Holdings Co., Ltd., which is one of the state-owned enterprises supervised by the State-owned Assets Supervision and Administration Commission of the State Council.
In the past, Tasly Group had an absolute say in Tasly, holding more than 50% of its shares. After the completion of the transaction, Tasly Group and its persons acting in concert did not fully exit, and after the transfer of part of the equity to China Resources, they still retained 17.5008% of the equity.
It is not clear why the Yan Xijun family did not completely withdraw. However, at the Tasly level, in addition to making traditional Chinese medicine, the company is also doing innovative drug research and development.
According to Tasly's annual report, the company has expanded its pipeline under research to promote the research and development of modern Chinese medicine, biological drugs and chemical drugs, and currently has a research and development pipeline covering 98 products under development, including 41 Class 1 innovative drugs, 36 in clinical trials, and 26 in clinical phase II and III stages.
On August 4, CR Pharmaceutical also signed a strategic cooperation agreement with Tasly Group, under which the two sides will cooperate in the innovation and development of traditional Chinese medicine, the development of digital and intelligent herbal medicine models and the development of dropping pill technology and equipment.
How synergistically?
A few days ago, Tasly (600535) announced that it was planning a share transfer that could lead to a change of control of the company. During the suspension period, there was constant speculation about Tasly's ownership market, and under the current market financing environment, there were many voices of state-owned assets.
Trading was suspended for only 2 trading days, and on the evening of August 4, Tasly was unveiled and China Resources became the owner. In recent years, China Resources has repeatedly acquired A-share pharmaceutical companies through capital increases and mergers and acquisitions. After continuous "buying, buying, buying", up to now, there are 7 A-share pharmaceutical companies under China Resources.
The first financial reporter combed and found that as of now, the A-share pharmaceutical companies actually controlled by China Resources include China Resources Shuanghe (600062.SH), China Resources Sanjiu, and Boya Biotechnology (300294. SZ), Dong'e Ejiao (000423. SZ), Dirui Medical (300396. SZ), KPC (600422. SH), Jiangzhong Pharmaceutical Co., Ltd. (600750. SH) 7.
KPC is the latest A-share pharmaceutical company to be included in the China Resources Health sector. In 2022, China Resources Sanjiu spent 2.902 billion yuan to purchase a 28% stake in KPC, which is the same proportion of shares as Tasly in this acquisition.
It is unclear how China Resources will develop Tasly's business synergistically in the future. However, there is competition between the two sides.
Tasly's pharmaceutical retail chain business competes with the retail chain business of China Resources Pharmaceutical, a subsidiary of China Resources, and there is competition with the dexzopiclone tablets produced by Tasly and the zopiclone tablets produced by China Resources Sanjiu, which is controlled by China Resources.
At present, Tasly's pharmaceutical business is mainly a retail chain business. The retail chain business purchases drugs and medical devices from upstream pharmaceutical industry enterprises or pharmaceutical distribution companies, retails them to end consumers through online and offline channels, and obtains profits through the difference between purchase and sale.
In terms of offline business, Tasly currently operates chain pharmacies in Liaoning Province, Tianjin City, Shandong Province and other regions. The company also conducts online retail business. The retail sales of pharmacies are mainly based on the sale of over-the-counter drugs, supplemented by commonly used prescription drugs and medical devices, and concurrently deal in traditional Chinese medicine decoction pieces and health foods.
In order to protect the interests of the Company and its shareholders, China Resources Sanjiu, its controlling shareholder, China Resources Pharmaceutical Holdings, and China Resources, the actual controller, undertake to resolve the existing intra-industry competition problems between the pledged party and its controlled subsidiaries and Tasly and its controlled subsidiaries within five years after the completion of this transaction.
(This article is from Yicai)