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01 “!”
01 “!”February 10, the last trading day of the Year of the Rat.
The announcement stated that Kangmei Pharmaceutical received the "Civil Ruling".
One stone stirred up waves.
Previously, Kangmei Pharmaceutical's claim attorney believed that this date was December 28, 2018, even Kangmei Pharmaceutical itself believed so.
On October 23, 2020, Kangmei Pharmaceutical stated in an announcement: After comprehensive judgment, Guangdong courts tend to regard the day of the CSRC's investigation announcement as the disclosure day, that is, December 28, 2018 as the disclosure day.
At that time, Kangmei Pharmaceutical Co.
The team of lawyers pointed out that as of September 30, 2018, the number of registered shareholders of Kangmei Pharmaceutical was 96700.
Because of this, the investors of Kangmei Pharmaceuticals claimed one after another: "The announcement of Kangmei Pharmaceuticals made my year difficult!"
People familiar with the matter disclosed that the Kangmei Pharmaceuticals litigation case is still in the initial stage of initiation, and the case will eventually need to be heard before a judgment can be issued.
According to media reports, there are nearly 7,000 investors registered on the Sina stock rights protection platform alone.
Lawyer Li predicts that based on 5% of the number of claimants, more than 10,000 investors will eventually participate in the claim.
02 Pre-loss of 14.
02 Pre-loss of 14.
This means that in the past year, the loss of Kangmei Pharmaceutical has tripled! The news exploded!
ST Kangmei was established in 1997.
In recent years, Kangmei Pharmaceutical has made great efforts in digital marketing.
In terms of leveraging the Internet + empowerment, Kangmei Pharmaceutical takes the production of Chinese medicine decoction pieces as the core, and claims to comprehensively build a precision service platform for the entire industry chain of Chinese medicine with "big health + big platform + big data + big service".
In fact, Kangmei Pharmaceutical is also constantly updating and upgrading the supply chain in order to seek a better in-depth C-end.
Obviously, this magical development prospect once deeply moved investors.
An investor recalled that the discovery of Kangmei Pharmaceutical in 2016 was like discovering a gold mine, with net profit increasing by 20% for 10 consecutive years, and the price-earnings ratio was only 20 times.
At that time, professional investors were also very optimistic about Kangmei's digital platform for traditional Chinese medicine, which became the best pharmaceutical company template for the combination of Internet +.
It is understood that Kangmei Pharmaceutical has established long-term cooperative relationships with more than 2,000 medical institutions and 200,000 pharmacies, and the total number of outpatient visits per year has reached more than 250 million.
Today, Kangmei Pharmaceutical has set up more than 30 modern hospital storage and logistics centers across the country.
From a two-sided perspective, Kangmei Pharmaceutical has accumulated a deep "moat" in the physical industry layout.
However, just as Kangmei Pharmaceutical made every effort to open up all the connecting nodes of the entire industrial chain of Chinese medicine, a financial fraud case broke out.
03 The "Three Deadly Sins" of fraud: 36 billion evaporates, Chaoshan Gang flees!
03 The "Three Deadly Sins" of fraud: 36 billion evaporates, Chaoshan Gang flees!
Kangmei Pharmaceutical has always been regarded as the white horse of A-shares.
Its share price and market value continue to skyrocket, but behind it there is a huge "inside fraud" hidden behind it.
On December 28, 2018, this was an unforgettable day.
Kangmei Pharmaceutical announced on the same day that it had received an investigation notice from the China Securities Regulatory Commission and decided to open a case for investigation due to suspected violations of information disclosure.
Since then, until April 30, 2019, investors finally learned through an announcement that Kangmei Pharmaceutical was involved in a "financial fraud case" of nearly 30 billion, shocking the pharmaceutical market!
Kangmei Pharmaceutical's stock price fell precipitously, with continuous flash crashes, and the total market value once evaporated over 80 billion.
Following the media exposure, Kangmei Pharmaceutical’s financial fraud case surfaced, mainly including the following details:
Due to accounting errors in financial data, operating income in 2017 was more than 8.
898 billion yuan, operating costs were more than 7.
6 billion yuan, and sales expenses were less than 500 million yuan.
.
.
The most shocking thing is that the monetary funds are more than 29.
9 billion yuan, which also means that Kangmei Pharmaceutical's 2017 financial report actually has 29.
9 billion inflated monetary funds.
One year later, in 2020, the actual controllers of Kangmei Pharmaceutical Industry, Ma Xingtian and his wife, were punished with a maximum penalty of 900,000 yuan, and were banned from entering the securities market for life.
Kang Mei's "beautiful lies" finally couldn't be concealed, and the founder Ma Xingtian could only choose to "disclose himself.
" To put it bluntly, in 2019, Kangmei Pharmaceutical finally couldn't hold it when it was doing its 2018 annual report.
It had to admit that the 30 billion funds in the 2017 account were "excessive".
Such a large sum of funds would be gone, and the entire capital market was stunned.
Regarding this huge financial fraud case, the official website of the China Securities Regulatory Commission clearly stated: "Kangmei Pharmaceutical has premeditated, organized, and systematically implemented financial frauds for a long time, trampled on the rule of law, has no respect for the market and investors, and severely damaged the capital market.
Healthy ecology.
"
Regulators slowly discovered Kangmei’s “three crimes”.
One was to use false bank documents to inflate deposits; the other was to falsify income through forged business vouchers; and the third was to transfer part of the funds to the accounts of related parties to buy and sell the company’s stocks.
From 2016 to the first half of 2018, Kangmei Pharmaceutical's inflated account funds amounted to 36.
2 billion yuan.
As for the third crime, Ma Xingtian used the company's funds to speculate in his own stocks, and it also involved the well-known "Thaoshan Gang" funds.
Looking back, at that time, the funds of the Chaoshan Gang, which were suspected of being cleared before Kangmei’s accident, fled, and the time was very coincidental, thus avoiding a huge loss from the plunge!
At that time, this batch of funds was at a relatively high level.
Since then, Kangmei's stock price plummeted, and the stock price fell below 2 yuan, leaving only about 10 billion in market value.
04 State-owned assets provided rescue, Kangmei invested in Guangyao
04 State-owned assets provided rescue, Kangmei invested in Guangyao
Ma Xingtian has no longer held any position in Kangmei Pharmaceutical since May 2020, but the company's production and operation are normal, and various businesses continue to develop steadily.
In order to stabilize the company’s business operations, on June 19, 2020, Kangmei Pharmaceutical held the seventh extraordinary meeting of the eighth board of directors in 2020, and reviewed and passed the "Proposal on Changing the Legal Representative".
The legal representative after the company’s change was Chairman Ma Xinggu.
Before that was Ma Xingtian.
However, Kangmei Pharmaceuticals broke out an unprecedented debt crisis at this time, and the shadow of bankruptcy and reorganization was hanging over the hearts of investors.
The financial report for the first half of 2020 shows that Kangmei Pharmaceutical's half-year revenue was only 2.
517 billion yuan, a sharp drop of 69.
05%; and net profit also decreased by 1.
424 billion yuan.
As of the end of the first quarter of 2020, Kangmei’s monetary capital was only 476 million yuan, while long-term and short-term borrowings were as high as 15.
4 billion yuan, and bonds payable were about 15.
8 billion yuan, and there were debt extensions.
At this time, inventory assets with a book value of up to 31.
398 billion yuan have not been realized and disposed of, but Kangmei needs to pay more than 2 billion yuan in loan interest every year.
Faced with this predicament, Kangmei’s acting secretary to the board of directors and chief financial officer Wan Jincheng said: “The company’s executives will find a way, and the company cannot be dispersed.
”
Finally suffered until September 2, 2020.
It was an announcement on the evening of the day that Kangmei Industry intends to unconditionally and irrevocably transfer the voting rights, nomination and proposal rights and other rights corresponding to the 1.
487 billion shares of the company it holds (corresponding to 29.
90% of the company’s shares) to Yilin.
Investment exercise.
After the transfer of voting rights takes effect, Jieyang Yilin Pharmaceutical Investment Co.
, Ltd.
("Elin Investment") holds the highest proportion of the company's single voting rights, and the company's controlling shareholder will be changed to Yilin Investment.
According to media reports, the three major shareholders behind Yilin Investment are all state-owned assets.
The three major shareholders are:
Jieyang City Investment and Construction Group (its shareholders are mainly the China Development Bank and the Jieyang City State-owned Assets Supervision and Administration Commission, which hold 62.
26% and 37.
74% respectively);
Guangdong Jinfu Equity Custody Center (its shareholder is Guangdong Transaction Holding Group Co.
, Ltd.
, which holds 100% of the shares, and the latter is 100% controlled by the Guangdong SASAC);
Guangzhou Shennong’s Traditional Chinese Medicine Development Co.
, Ltd.
(it is a wholly-owned subsidiary of Guangzhou Pharmaceutical Group, which is 100% controlled by Guangzhou People’s Government).
05 The delisting alarm is sounded, and ST Combibloc will reorganize?
05 The delisting alarm is sounded, and ST Combibloc will reorganize?
So far, Guangyao Group has managed Kangmei Pharmaceutical, which has stabilized the military's mind.
The key question is how to coordinate the development of the "merger of the two drugs"?
As early as October 13, 2020, the general manager of Kangmei Pharmaceutical "changed his command" and the Guangzhou Pharmaceutical Department took over! Ma Xinggu, chairman and general manager of the company, resigned as general manager, but continued to serve as chairman and member of related special committees.
Within 5 months of the Dongchuang incident, more than 10 executives have changed their positions!
It is worth noting that the board of directors agreed to appoint Liu Guowei as general manager.
Liu Guowei has served in Guangzhou Pharmaceutical Group for a long time.
From March 2016 to October 2020, he has served as a member of the party committee, director and general manager of Guangzhou Caizhilin Pharmaceutical Co.
, Ltd.
, a subsidiary of Guangzhou Pharmaceutical Group, and executive of Guangzhou Shennong Traditional Chinese Medicine Development Co.
, Ltd.
Director and general manager positions.
This means that the Ma family's control over Kangmei Pharmaceutical has been further weakened.
After the equity penetration, the actual controllers of the three newly entered state-owned shareholders are the Jieyang City State-owned Assets Supervision and Administration Commission, Guangzhou Municipal Government and Guangdong Provincial State-owned Assets Supervision and Administration Commission.
This camp is really rare, which means that Kangmei Pharmaceutical's position in the pharmaceutical field is still unshakable.
The starting point of this change of ownership is to properly and orderly advance and resolve the debt risks faced by the company and the instability of production and operation.
From the asset side, as of the end of the first quarter of 2020, Kangmei's total assets were 63.
599 billion yuan.
However, nearly half of the total assets are inventories, and the net assets are only 20.
2 billion yuan.
On the other hand, once this "inventory" is digested by Guangzhou Pharmaceutical Group through marketing channels, it will also generate up to 30 billion in cash flow.
From the perspective of debt, as of June 30, 2020, ST Combi’s monetary capital was 361 million yuan, and the consolidated statement caliber interest-bearing liabilities was 33.
335 billion.
This means that the scale of the company's existing debt is large, and it is also facing greater litigation risks.
From the perspective of control rights, once the transfer of new voting rights takes effect, Yilin Investment holds the highest proportion of single voting rights in the company (29.
90%); while the voting rights of Kangmei Industry and those acting in concert are cancelled.
According to Tianyan Check, Yilin Investment was established on August 18, 2020, with a registered capital of 20 million yuan.
In other words, when ST Kangmei suspended trading to plan major events, Yilin Investment has not yet been established.
Obviously, this is a new company set up specifically to take over ST Combibloc.
What is quite dramatic is that Tianyan Check shows that the registration date of Guangzhou Shennong's Traditional Chinese Medicine Development Co.
, Ltd.
is August 17, 2020, only one day earlier than Yilin Investment.
The legal representative of the company is Liu Guowei, with a registered capital of 10 million yuan, and the date of subscription and contribution is December 31, 2021.
To put it simply, Guangyao Group has newly registered "Shen Nong's Medicine" for hosting ST Kangmei.
This is the first step.
Next, once the claims are processed, ST Kangmei will initiate a substantial reorganization of assets.
The market has always worried that if ST Combi’s 2020 audited net assets are negative, according to the "Shanghai Stock Exchange Stock Listing Rules", ST Combi will be subject to a delisting risk warning.
Analysts pointed out that for three consecutive years of losses, the listing will be suspended.
This situation forces Kangmei to solve the company's equity restructuring within one year.
If it is delisted, Kangmei may have to go bankrupt and reorganize.
It is also understood that Guangzhou Pharmaceutical Group has two original stocks: Guangzhou Pharmaceutical and Baiyunshan.
In May 2013, Guangzhou Pharmaceutical Group achieved an overall listing, and the newly listed company was renamed "Guangzhou Baiyunshan Pharmaceutical Group Co.
, Ltd.
", referred to as "Baiyunshan" (code 600332), and the stock name of Guangzhou Pharmaceutical no longer exists.
The trusteeship of ST Kangmei means that Guangyao Group has newly added a listed company.
It's just that, after ST Combela sounded the delisting alarm, will Guangzhou Pharmaceutical Group reorganize it? This is a suspense left to the capital market and investors.
The relatively obvious sign at present is that "Shennong Pharmaceutical" is still a shell company with no substantial medical assets.
If nothing else, this company will undertake the "asset package" of ST Kangmei as a whole.
It is quite imaginative that if ST Combibloc is reorganized, it will also be renamed.
Only by going through such a complicated operation can the accusation of financial fraud of up to 30 billion yuan be thoroughly cleared.
If so, a clean "big data + Internet" pharmaceutical platform company will emerge with a "new look"!