[Medicine heaven and earth] hospitals purchased by listed pharmaceutical companies for 200 million yuan are now in a "lawsuit" situation

The successful cross-border medical service industry of this listed pharmaceutical company has caused "lawsuits" because of its holding subsidiaries Recently, Jimin Health Management Co., Ltd (hereinafter referred to as "Jimin health" or "Jimin pharmaceutical") and its holding subsidiary (Ezhou No.2 Hospital Co., Ltd.) have been involved in "lawsuits" Because Jimin pharmaceutical failed to fulfill its performance compensation commitment, it sued Zhejiang niermite knitting and Garment Co., Ltd (hereinafter referred to as "niermite"), the former shareholder of Ezhou second hospital, a subsidiary Ezhou No.2 Hospital recently received legal documents such as the notice of responding to the lawsuit and the civil indictment in the case of (2019) zh0825 and the 2657 of the early Republic of China delivered by the people's Court of Longyou County, Zhejiang Province Jimin health was originally a large infusion of modern pharmaceutical company, but after listing in 2015, the company began to seek transformation due to the influence of the policy of "limited resistance and limited transportation" In the next few years, Jimin health expanded around the large health industry chain of medicine, equipment and medical treatment, and gradually entered into in vitro diagnosis, medical and health services and other industries Medical service is the key point of the development of the great health strategy for people's health, and the layout of the great health industry is improved through the acquisition of hospitals According to the 2018 annual report, Jimin health has now controlled Boao International Hospital, Ezhou second hospital, new friendship hospital, Baishui Jimin hospital and other four hospitals But judging from the income of the acquisition target, it seems that there is still some gap with the initial expectation of Jimin health Not only that, the company's Ezhou second hospital fell into a lawsuit, but also another lawsuit was involved because the original shareholders of Ezhou second hospital failed to fulfill their performance compensation commitments It can be said that frequent acquisitions suck too much Actually, they just want to transform Four years of "sharpening a sword", relying on four hospitals to successfully explore and transform the cross-border health field for people's health, which is actually reflected in the 2015 annual report It was mentioned that the global economy has not yet fully emerged from the downturn, and the domestic economy is facing a severe situation of slowing down growth The reform of the national medical system continues to deepen, and the growth of the pharmaceutical industry slows down, while the development of medical services ushers in policy opportunities, and actively promotes endogenous growth, external expansion and integrated development Therefore, Jimin pharmaceutical seized the strategic opportunity of national economic transformation and health industry development, actively organized anti-aging health medical center, and announced on December 5, 2015 that it would acquire 51% equity of Hainan Boao Zhongquan international medical anti-aging Center Co., Ltd., and start the cross-border health service industry In 2016, Jimin health disclosed in the annual report that the main business of infusion revenue is about 320 million, and the medical equipment revenue is nearly 130 million, which are the two carriages driving the company's performance The company said that by purchasing hospitals and extending the company's industrial chain, it is conducive to expanding marketing channels and improving product sales coverage Therefore, on December 13, 2016, Jimin health acquired 80% of the equity of Ezhou second hospital company with a total purchase price of RMB 208 million On December 23, 2016, it also invested RMB 51 million in the same proportion to Hainan Boao Jimin, the holding company Its registered capital increased from RMB 100 million to RMB 200 million Jimin pharmaceutical holds 51% of its equity In addition to hospitals, Jimin health vigorously acquired companies related to main products, and gradually carried out vertical layout in the pharmaceutical industry During the reporting period, it acquired 100% of the equity of linear and completed the closing On September 27, 2016, Jimin health added 15 million yuan to Jumin bio Since 2017, medical services for people's health have become profitable According to the annual report (2017), the company achieved an operating revenue of 602898700 yuan, a year-on-year increase of 33.86% Among them, the business income of infusion and medical devices is 320 million and 170 million respectively, followed by medical services, which generate nearly 110 million At that time, the company held two medical institutions, Ezhou No.2 Hospital and Boao international hospital However, the performance of medical services came from Ezhou No.2 Hospital, i.e the main business income was 105.1551 million yuan, and the net profit was 23.4468 million yuan The hospital's considerable revenue has convinced the company that the strategic layout of the large health sector is wise As a result, at the end of 3 2018, the company completed the transfer of 60% equity of Baishui Jimin hospital and relevant industrial and commercial registration procedures, and the total purchase price was RMB 126 million The target performance is not ideal, but the original intention remains unchanged From the 2018 annual report, it can be seen that medical service is the development focus of people's health At that time, it held four hospitals including Boao International Hospital, Ezhou second hospital, new friendship hospital and Baishui Jimin hospital According to the annual report, in 2018, the company achieved medical service revenue of 202093300 yuan, an increase of 92.19% over the same period of last year, accounting for 28.94% of the total revenue The main driving force of performance is the consolidated statement of Baishui Jimin hospital and new friendship hospital and the external business income of Boao international hospital However, due to the impairment of goodwill accrued by Ezhou No.2 Hospital and Baishui Jimin hospital, the deduction of non net profit decreased significantly compared with the previous year In view of this, Jimin pharmaceutical chose to sell its equity to save its performance At the beginning of May 2019, Jimin pharmaceutical selected Zhao elector to buy back the 60% equity of Baishui Jimin hospital held by the company in full, with the consideration of "the company's equity investment principal is 126 million yuan + the capital occupation interest calculated by 6.3% / year based on the investment principal + the parent net profit amount of Baishui Jimin hospital in 2018" However, people's health still has good expectations for Ezhou second hospital According to the 2018 annual report, the new project of Ezhou No.2 Hospital plans to build a comprehensive tertiary hospital with an area of 42887 ㎡ and a total building area of 113345 ㎡ in the south of Ezhou city After the completion of the project, it is expected to contribute more than 530 million yuan of medical revenue to the company every year, which will drive Ezhou No.2 Hospital to a new level Therefore, in the first quarter of 2019, Jimin pharmaceutical's net profit fell nearly 20% year-on-year I firmly hope for Ezhou second hospital On July 6, Jimin pharmaceutical announced that the company's application for non-public issuance of a shares had been approved by the CSRC, and the raised capital for the fixed increase was no more than 449 million yuan, of which 319 million yuan was to be invested in the new project of Ezhou second hospital, and 130 million yuan would be used to repay bank loans In response to the lawsuit, the company responded to the current announcement issued on August 2 by Jimin health In the aspect of receiving the notice of response and the civil indictment, the holding subsidiary Ezhou No.2 Hospital elaborated the relationship between the two hospitals involved in the plaintiff's lawsuit and Ezhou No.2 Hospital, i.e the two hospitals are not the same civil subject but not the successor In this regard, the company will actively respond to the lawsuit according to law and take relevant legal measures to safeguard the public interest Legal rights and interests of the company He pointed out that the relevant "repayment agreement" in the lawsuit was signed by Ezhou No.2 Hospital (private non enterprise unit), and the signing date was earlier than the establishment time of the company's holding subsidiary No At the same time, Jimin health has sent a letter to Mr Wang Jiansong, the actual controller of Zhejiang niermeter knitting and Garment Co., Ltd., asking him to disclose the real and complete debts owed by the two hospitals before the delivery date of the company's acquisition of the limited shares of the second hospital and the second hospital of Ezhou (private non enterprise unit), including but not limited to debts and taxes owed by loans, guarantees, business activities In addition, Jimin health requires Mr Wang Jiansong to properly handle relevant debts In the case of compensation implementation of performance commitment of holding subsidiary, the plaintiff Jimin health sued Zhejiang niermite knitting and Garment Co., Ltd for failing to fulfill the agreed performance commitment in 2017 and 2018, according to the relevant provisions of the equity transfer and capital increase agreement, and asked the defendant to compensate the company for 20% of the equity and cash of the second hospital Co., Ltd held by the defendant However, as the two cases have not yet been heard, the "storm" of the lawsuit caused by Ezhou second hospital continues Four years of "sharpening a sword" for people's health is one of the few successful transformation cases in the industry However, Zhang Xi, a secretary of Jimin pharmaceutical, said that in the future, he could consider to fade out the investment and operation of the hospital business and adjust it according to the company's strategy, caijing.com reported Statement: this opinion only represents the author, not the position of yaozhi.com, welcome to exchange and supplement in the message area; if you need to reprint, please be sure to indicate the author and source of the article.