Baoling group is reluctant to marry Qianyuan pharmaceutical in the future

In less than two months, Qianyuan Pharmaceutical (300254) acquired Hangzhou Baoling group Yesterday, the company decided to restart the acquisition of Baoling group Previously, Baoling group unilaterally terminated the equity transfer when the framework agreement was about to expire, conspired to cooperate with a third party, which made Qianyuan pharmaceutical quite passive At present, Baoling group talks with the third party and restarts the negotiation with Qianyuan pharmaceutical In order to gain the trust of Qianyuan pharmaceutical, Baoling group has made a promise not to negotiate with any third party However, whether Qianyuan pharmaceutical can successfully acquire Baoling group remains uncertain On June 20 of this year, Qianyuan pharmaceutical signed a framework agreement on equity transfer with Baoling group's major shareholder, Hangzhou Baoling employee shareholding Association, to acquire at least 80% of Baoling group's equity In addition to Baoling ESOP, the remaining 14 shareholders of Baoling group are natural persons, and the 14 shareholders are the main members of Baoling ESOP, of which Zhong Hailong, chairman and general manager of Baoling group, is the core member According to the information disclosed by Qianyuan pharmaceutical, Baoling group has a registered capital of 32 million yuan and a shareholding of 49% As of the end of May this year, the total assets of Baoling group were 363 million yuan, and its revenue and net profit in the first five months were 65.3 million yuan and 10.53 million yuan respectively As the cooperation between Qianyuan pharmaceutical and Baoling group only stays in the framework agreement, the assets of Baoling group have not been evaluated, 80% of the equity transfer has no specific consideration, but the corresponding registered capital is 25.6 million yuan It is understood that the core asset of Baoling group is Zhejiang Baoling Pharmaceutical Co., Ltd., which is mainly engaged in the production of drugs and health food Baoling pharmaceutical has a wholly-owned subsidiary Hangzhou aobaoling Pharmaceutical Co., Ltd From the perspective of equity structure and business structure, Baoling group's series companies are relatively clear, mainly including two categories of pregnant women's health products and drugs, including Baoling brand pregnant treasure oral liquid, Baoling brand pregnant multi-dimensional tablets, ebastine tablets, etc "The acquisition of Baoling group can create new profit growth points for the company At present, the business prospect of Baoling group is worth looking forward to." Qianyuan pharmaceutical, an insider who did not want to be named, told reporters yesterday For this acquisition, Qianyuan pharmaceutical is actually intended to deal with the impact of "anti restriction order" In August last year, the former Ministry of Health issued the measures for the administration of clinical application of antimicrobial drugs, which is known as the most stringent anti drug order in history Antibiotic related pharmaceutical enterprises represented by Qianyuan pharmaceutical, Lukang Pharmaceutical, Jincheng pharmaceutical, etc were frequently hit Among them, Qianyuan pharmaceutical's performance fell by 30% last year, while in the first half of this year, it was growing because of its combination with Zhejiang hailisheng Pharmaceutical Co., Ltd In this context, Qianyuan pharmaceutical is determined to acquire Baoling group in order to build a pregnant women's health care product business segment, which is in line with the children's product business dominated by hynixon pharmaceutical, so as to reduce its dependence on traditional anti infection product business However, Baoling group changed its mind midway, which caught Qianyuan pharmaceutical off guard On July 22, Qianyuan pharmaceutical suddenly announced to give up the acquisition of Baoling group, because Baoling employee shareholding Association and other natural person shareholders have decided to terminate the equity transfer in advance The reason behind this is that after the signing of the framework agreement with Qianyuan pharmaceutical, Baoling group negotiated with another intended transferee, and the price of the interested party is higher than that of Qianyuan pharmaceutical, so Baoling group unilaterally terminated the agreement The reporter noted that Baoling group did not trigger the breach of contract due to unilateral termination of the contract In fact, the framework agreement signed by Qianyuan pharmaceutical and Baoling group implied a mystery The agreement stipulates that Baoling group can still negotiate with the third party for equity transfer within 30 days after the signing of the framework agreement, and can terminate the equity transfer at any time during this period, however, Qianyuan pharmaceutical has to pay a deposit of 10 million yuan This clause objectively makes the purchase of Qianyuan pharmaceutical full of uncertainty Sure enough, at the end of the 30 day agreement, Baoling group quickly terminated the agreement When Qianyuan pharmaceutical thought that the acquisition of Baoling group would be stranded, Baoling group turned around and initiated a second contact with Qianyuan pharmaceutical For another intended transferee of Baoling group, Baoling group completed the second pigeon From the point of view of time node, due to the mysterious third party disruption, Baoling group and Qianyuan pharmaceutical terminated the equity transfer, which was in the middle of July If there is no accident, Baoling group and the third party have also signed a framework agreement similar to Qianyuan pharmaceutical According to the industry's general rules, the agreement period is more than 30 days At present, it happens to be in the middle of August, and the period before and after is still within 30 days It is necessary to point out that the 30 days stipulated in the framework agreement has a significant impact on both parties of equity transfer If Baoling group does not dispute or voluntarily terminate the framework agreement within 30 days, then the negotiation with the third party will be deemed as breach of contract At that time, Baoling group will pay 10 million yuan of liquidated damages for Qianyuan pharmaceutical, so Baoling group has always stepped on the critical point of 30 days According to Qianyuan pharmaceutical, after further negotiation with a third party during this period, Baoling Group believes that the third party is not the best equity transferee, but Baoling group has never disclosed the real reason In July, Qianyuan pharmaceutical lost Baoling group because the third party offered higher prices, but at present Baoling group refused to cooperate with the other party when the third party offered higher prices The reason why Baoling group re seeks to cooperate with Qianyuan pharmaceutical is that Qianyuan pharmaceutical is a listed company with more rich development experience and business resources, which is conducive to the long-term development of Baoling group As compensation for the first unilateral termination of the agreement, Baoling group promised not to conduct similar negotiations or contacts with any third party during the equity acquisition negotiation, and finally Qianyuan pharmaceutical agreed to restart the acquisition of Baoling group It is undeniable that compared with the passive position of the first negotiation with Baoling group, Qianyuan pharmaceutical has a certain degree of initiative A lawyer surnamed Chen in Shenzhen told reporters that Baoling group's unilateral termination of the agreement within the time limit stipulated in the framework agreement does not constitute a breach of contract, but involves business ethics, which is also an important reason for Baoling group's commitment not to seek a third party "To the extent permitted by law, Qianyuan pharmaceutical can set up self-interest clauses appropriately, including requiring Baoling staff shareholding association to make higher performance commitment to Baoling group and arrangement of senior management members after purchasing Baoling group." The lawyer pointed out that the original framework agreement between Qianyuan pharmaceutical and Baoling group has expired and needs to be re signed During the agreement period, Baoling group can still terminate the equity transfer again for appropriate reasons According to the above insiders of Qianyuan pharmaceutical, Baoling group's commitment not to negotiate with the third party is actually the initiative of Qianyuan pharmaceutical, and Qianyuan pharmaceutical does not hope to see any further changes However, even though Qianyuan pharmaceutical successfully acquired and consolidated Baoling group in this year, due to the time, Baoling group's performance this year will be mainly enjoyed by Baoling staff holding Association, and will not form a contribution to Qianyuan pharmaceutical Last year, Baoling group's net profit reached 23.51 million yuan, about 91% of Qianyuan pharmaceutical's net profit in the same period Its revenue and asset scale are close to 50% of Qianyuan pharmaceutical's Qianyuan pharmaceutical's acquisition of Baoling group is equivalent to the reconstruction of a Qianyuan pharmaceutical In the past life and in this life, Baoling group is not unknown According to the 1996 pharmaceutical industry rankings released by the Ministry of industry and information technology in April this year, Baoling group's Zhejiang Baoling pharmaceutical industry and Hangzhou aobaoling pharmaceutical industry are both on the list Among them, Hangzhou aobaoling Pharmaceutical Co., Ltd was once a Sino foreign joint venture, with Australian aoyi group and Singapore aimiya beauty salon Co., Ltd as the shareholders, while Baoling group's predecessor was a state-owned enterprise Today, Baoling group has become an employee holding company Earlier, Baoling group was jointly established by Zhejiang Tianyuan Group, China Export Commodity Base Construction Corporation and China Foreign Economic and Trade Trust and Investment Corporation in 1985 Among them, Tianyuan Group holds 60% of the shares, which is a state-owned enterprise Zhong Hailong, the current chairman of Baoling group, once took charge of the financial work of Tianyuan Group Compared with the current performance, Baoling group was not brilliant in the 1990s At that time, Baoling group was popular in health food in China Baoling group was also mainly engaged in health food, but its operation was always difficult and several times fell into difficulties At last, two promoters, such as China export commodities Base Construction Corporation, withdrew their capital collectively in 1994, and Baoling group set up an employee stock holding association to receive the offer In other words, Baoling group's employee stock ownership plan has been nearly 20 years "Baoling group is in good operation at present We will do due diligence later to evaluate the asset value of Baoling group fairly and reasonably As for the historical operation of Baoling group, we are not clear about it." Qianyuan pharmaceutical said to reporters After the original shareholders withdrew their capital, Baoling group still had the background of state-owned capital In 1995, Baoling group established Hangzhou aobaoling pharmaceutical industry with foreign capital, and its business gradually improved However, the good times are not long In 2002, Baoling group again made operational mistakes Zhong Hailong parachuted to Baoling group and took over all affairs of Baoling group At the same time, Baoling group started the restructuring, and insisted that Tianyuan Group, which had been holding Baoling group for 17 years, transferred its shares to Baoling group's employee stock holding Association and Zhong Hailong and other natural persons Since then, Baoling group has been transformed into a private enterprise Until now, the restructuring process of Baoling group has always been suspicious Since 2002, the equity structure of Baoling group has become stable Zhong Hailong himself directly holds 27% of Baoling group's shares, but it is not known how many shares he indirectly holds through the ESOP However, Zhong Hailong is the legal representative of the ESOP and the chairman and general manager of Zhejiang Baoling pharmaceutical, the core asset of Baoling group In fact, he has absolute control over Baoling group The reporter yesterday connected Baoling group to seek advice on the cooperation with Qianyuan pharmaceutical, but the staff refused to accept the interview on the grounds that the person in charge was on a business trip Since 2002, Zhong Hailong has been in charge of Baoling group for about 11 years Once Qianyuan pharmaceutical acquires 80% of Baoling group's equity or even wholly-owned acquisition, Zhong Hailong will lose the control of Baoling group For Zhong Hailong himself, the move will also complete cash out, so the asset evaluation of Qianyuan pharmaceutical to Baoling group is the key to the acquisition In addition, whether Zhong Hailong, who lost his controlling right, will remain in Baoling group is full of suspense In this regard, Qianyuan pharmaceutical expressed that it would conduct friendly consultation.