Yangtze River Business Daily news ● Yangtze River Business Daily reporter Cai Jia
Under the impetus of the new actual controller, Yonghe Zhikong (002795.sz) is divesting the original core assets.
A few days ago, Yonghe Zhikong disclosed the latest progress of asset sales, and the company intends to sell 100% of the equity of its wholly-owned subsidiary Yonghe Technology to Baoba Technology for 530 million yuan in cash. After the completion of the transaction, Yonghe Intelligent Control will withdraw from the fluid intelligent control business, focus on the expansion of the medical and health industry, and focus on the field of precision radiation therapy for tumors.
The reporter of Changjiang Business Daily combed and found that Yonghe Technology is the core subsidiary of Yonghe Intelligent Control, and in October 2019, Cao Dexun took the position of the new actual controller of Yonghe Intelligent Control, and the listed company established a plan to transform to medical and health care, and initiated the establishment of Yonghe Technology to undertake the fluid intelligent control business of listed companies.
In 2020, Yonghe Technology achieved operating income of 603 million yuan, accounting for 93.04% of the listed company's revenue, and the proportion of total assets and net assets at the end of the period also reached 63.15% and 69.78%, respectively. This also means that the asset sale will have a greater impact on the short-term performance of Yonghe Zhikong.
On the other hand, since 2019, Yonghe Intelligent Holdings has successively acquired and initiated the establishment of a number of medical companies to promote industrial transformation. However, at present, the proportion of revenue contributed by the medical business is still relatively low, accounting for about 8.2% in the first half of this year.
The profitability of the original fluid intelligent control business is not good, and the frequent external acquisitions have also increased the financial pressure of Yonghe Intelligent Control. At the end of June this year, the asset-liability ratio of Yonghe Zhikong increased from 19.6% at the end of 2019 to 49.31%. At present, Cao Deying holds 16.75% of the shares of listed companies, and the pledge rate has reached 100%.
The sale target contributed 93% of revenue last year
According to the draft of major asset sale, Yonghe Zhikong intends to sell 100% of the equity of its subsidiary Yonghe Technology to Baoba Technology in a cash transaction.
The reporter of Changjiang Business Daily noted that in this transaction, the transferee Hegemony Technology is the original actual controller of Yonghe Zhikong, Ying Xueqing, who controls the enterprise. In October 2019, Yongjian Holdings, the original controlling shareholder of Yonghe Zhikong, obtained a capital increase from Chengdu Meihua, which obtained the control of Yongjian Holdings and provided An interest-free loan of 575 million yuan to Ying Xueqing and his wife.
At the same time, the three major shareholders of Yonghe Zhikong, Xuncheng Trading, Yuhuan Yonghong and Yuhuan Yongsheng, controlled by Ying Xueqing and his wife, irrevocably gave up their voting rights corresponding to 22.38%, 9.25% and 7.50% of the shares of the listed company. As a result, Chengdu Meihua became the indirect controlling shareholder of the listed company, and Cao Deying became the new actual controller of the listed company.
At present, Ying Xueqing still holds 6.16% of the shares of Yonghe Zhikong, the fourth largest shareholder of the company, and its consistent actor Chen Xianyun holds 8.22% of the shares, which is the second largest shareholder of the company, and the two hold 85% and 15% of the equity of Hegemony Technology respectively.
The target of this sale, Yonghe Technology, was established after the change of the actual controller of the listed company. In November 2019, Yonghe Zhikong invested 50 million yuan to establish a wholly-owned subsidiary, Yonghe Technology. In March 2020, Yonghe Zhikong transferred all the assets and liabilities related to its valves, pipe fittings and other fluid control equipment and equipment businesses, as well as 100% of the equity of its wholly-owned subsidiaries Anhong Plumbing, Futian Trading and Yonghe Russia, to Yonghe Technology according to the net book value of 358 million yuan, followed by the transfer of Yonghe Zhikong's two major IPO fundraising projects.
Yonghe Technology, which accepts asset transfers, is also the core of Yonghe Zhikong's business. According to the disclosure of the draft transaction, from 2019 to the first half of 2021, Yonghe Technology achieved operating income of 592 million yuan, 603 million yuan and 381 million yuan, and net profit attributable to the mother of 66.5386 million yuan, 66.1186 million yuan and 41.7273 million yuan, respectively.
Compared with the financial data of 2020, as of the end of 2020, the total assets and net assets of Yonghe Technology were 749 million yuan and 447 million yuan, accounting for 63.15% and 69.78% of the listed companies, respectively, and the operating income of Yonghe Technology accounted for 93.04% of the listed companies in 2020.
In this transaction, the valuation result of the underlying assets under the income method valuation was 530 million yuan, an increase of 83 million yuan over the book value of its assets, with an appreciation rate of 18.5%, and the transaction price was finally determined to be 530 million yuan.
The sale of the core subsidiary with a revenue contribution of more than 90% will inevitably affect the short-term performance of Yonghe Zhikong. According to the company's calculations, after the asset sale, in 2020 and the first half of 2021, the operating income of Yonghe Zhikong will drop from the actual 648 million yuan and 425 million yuan to 0.45 billion yuan and 0.35 billion yuan respectively, a decrease of about 93% and 91.7%; the net profit attributable to the mother will also fall from the actual number of 12.9247 million yuan and 25.5173 million yuan to -53.1939 million yuan and -26.5879 million yuan, from profit to loss.
Net profit fell by 80% in four years to continue to promote the transformation of medical care
Why is Yonghe Smart Holdings in a hurry to divest core assets after the change of ownership? According to the company, it is mainly to pave the way for the transition to healthcare.
Yonghe Zhikong is a listed company engaged in fluid intelligent control business, and its products are mainly used in civil building plumbing and gas systems. After the listing in 2016, the profitability of Yonghe Intelligent Holdings gradually regressed.
From 2016 to 2020, Yonghe Intelligent Holdings achieved operating income of 456 million yuan, 547 million yuan, 644 million yuan, 592 million yuan and 648 million yuan respectively, an increase of -4.59%, 19.94%, 17.82%, -8.12% and 9.4% year-on-year, and a net profit of 67.3778 million yuan, 58.0284 million yuan, 81.3326 million yuan, 60.1995 million yuan and 12.9247 million yuan, an increase of 2.08% and -13.88% year-on-year. 40.16%、-25.98%、-78.53%。 Compared with the first year of listing, the net profit of Yonghe Zhikong fell by more than 80% last year.
In the first three quarters of this year, Yonghe Zhikong achieved operating income of 719 million yuan, an increase of 55.59% year-on-year; net profit was 27.0669 million yuan, a year-on-year decline of 24.59%.
Yonghe Zhikong also admitted that at present, more than 95% of the company's valve pipe fittings products are exported overseas, mainly to developed countries and regions in Europe and the United States. In recent years, due to the sluggish growth of overseas economies, complex and changeable trade policies, and the continuation of the global new crown epidemic, the company's traditional valve pipe fittings industry has had a substantial impact, and the valve pipe fittings business has entered a bottleneck period of development.
At the end of 2019, after Cao Deying became the owner, Yonghe Zhikong determined the idea of medical and health transformation, successively acquired 95% of the equity of Dazhou Zhongke, 100% of the equity of Kunming Medical, and invested in the establishment of subsidiaries Huapu Medical and Yonghe Medical.
According to the business assessment conditions of the company's 2019 stock option incentive plan, Yonghe Zhikong will build or acquire at least 3 hospitals in 2022. It is expected that by the end of 2022, the company will have at least 7 specialized hospitals with precision radiation therapy services as the core.
However, due to the short period of time involved in the medical business, the proportion of revenue contributed by the medical business is still low. In the first half of this year, yonghe zhikong's medical business revenue was 35.1216 million yuan, an increase of 182.04% year-on-year, accounting for about 8.2% of the total revenue.
Yonghe Zhikong said that after the completion of the sale of Yonghe Technology, the listed company will withdraw from the fluid intelligent control business, focus on the expansion of the medical and health industry, and focus on the field of precision radiation therapy for tumors.
On the other hand, the original profitability of the main business is not good, and the scale of borrowing from banks has increased to the bank for the development of the medical sector, which has significantly increased the scale of the company's liabilities. From 2019 to the end of June 2021, the company's asset-liability ratio was 19.6%, 45.95% and 49.31% respectively, especially at the end of last year, the company planned to raise 604 million yuan to Cao Deding for debt repayment and replenishment, and the transformation has not yet achieved significant results, and its financial burden is still increasing.
It is worth mentioning that according to the latest announcement of Yonghe Intelligent Holdings, Cao Deying currently holds 34 million shares of Yonghe Intelligent Holdings, accounting for 16.75% of the company's total share capital, with a pledge rate of 100%.
Editor-in-charge: zb
This article originated from the Yangtze River Business Daily