The prospects for the restructuring of Tonghua Jinma, which is proposed to purchase the risk target of 2.19 billion yuan, are highly predictable

Suspended for half a year today to resume trading of the Tonghua Jinma, but came up with the "underlying asset performance, risk, strong dependence on related transactions" merger and acquisition program. What is more uncertain is that tonghua Jinma's restructuring also risks replacing accounting firms.
Jinma has been transferred to a major asset restructuring process since December 2017 and has been suspended since then. During the period, the Company hired BOC International Securities Co., Ltd. as an independent financial advisor for this major asset restructuring, Ruihua Accounting Firm (Special General Partnership) as the audit institution for this major asset reorganization, etc. Tonghua Jinma recently said that at present, in view of the existence of Ruihua accounting firm may be due to other penalties to affect the smooth progress of the reorganization, the company does not rule out the possibility of replacing Ruihua accounting firm in the future.operating indicators "not ideal
It was disclosed that Tonghua Jinma proposed to dexinyili, SanZezhou, Seven Coal Group, Shuangmin Group, Chicken Mining Group, Crane Mining Group and other six trading parties to pay cash and issue shares in the form of seven coal hospitals, double-mine hospitals, chicken mining hospitals, crane mining hospitals and Hekang Cancer Hospital each 84.14 percent of the shares, the underlying assets of 2.191 billion yuan. Through this acquisition, Tonghua Jinma will add a general hospital service business based on the original pharmaceutical business.
"poor performance" of the underlying assets and poor operating indicators are the main points of inquiry of the regulatory authorities on this reorganization. For example, hekang Cancer Hospital, one of the target companies, has lost its net profit in the last two years, and the exchange asked whether the acquisition met the requirements that would help enhance the profitability of listed companies.
to this, Tonghua Jinma said in its reply that the profitability of Hekang Cancer Hospital has improved in the past two years, and that the hospital is expected to achieve a net profit of 0.56 million yuan in 2018 against the backdrop of losses of 6.56 million yuan and 2.76 million yuan respectively in 2016 and 2017.
Tonghua Jinma to purchase a number of operating indicators are not ideal, there are "accounts receivable, accounts payable account for a relatively high, accounts receivable turnover is low, asset-liability ratio is higher, gross margin is low" and other issues. In addition, the exchange found that its net profit and gross margin for 2017 were significantly higher than in 2016, with modest increases in the income levels of the five underlying hospitals.performance compensation, pending litigation hidden risks
Although the relevant parties on the merger to make performance commitments, but under closer investigation, the performance compensation performance is uncertain. In addition, seven coal hospitals since 2017 by the local urban construction bureau, drug regulatory authority and other departments of administrative penalties. Seven coal hospitals, twin-mine hospitals, chicken mining hospitals, crane-mine hospitals also have more outstanding litigation matters.
the company's performance commitments, the underlying company's combined net profit for 2018, 2019 and 2020 will not be less than 172 million yuan, 186 million yuan and 212 million yuan, respectively. However, the announcement showed that the restructuring's main counterparty, Dexin Yili, has continued to lose money in the last two fiscal years, especially in 2017 when the loss reached 205 million yuan. Regulators have expressed concern about their ability to compensate for compliance.
Tonghua Jinma said in its inquiry response that after the successful implementation of the transaction, the cash value of 1.5 billion yuan obtained by Dexin Yili will be used for the withdrawal of intermediate and priority partners, as of March 31, 2018, Dexin Yili's monetary funds were 27.1267 million yuan, the amount receivable is 82.6 million yuan. Tonghua Jinma believes that, if the monetary funds of Dexin Yili is not enough to bear the relevant performance compensation responsibilities, but also through increased collection of accounts receivable, long-term equity investment cashing out and other ways to supplement the funds.
from the above, it can be seen that in the case of extreme conditions, the performance compensation performance capacity is not strong. As a last but last but not last year, Dexin Yili moved out of the salvation, and Beijing Jin Shang made a commitment: If Dexin Yili could not bear the performance compensation liability, Beijing Jin Yili will bear 100% compensation liability for the compensation it could not pay.Related transactions are a concern
The regulator is deeply concerned about the independence of tonghua Jinma as the subject matter of this restructuring, whether the target hospital's sales revenue is heavily dependent on related parties, whether the relevant funds can be received in a timely manner, and whether the relevant parties are heavily dependent on the ability to pay.
's not unreasonable to worry about. Taking Seven Coal Hospitals as an example, the Social Security Administration of Seven Coal Group and its related parties were the largest customers of Seven Coal Hospitals, accounting for 55.34%, 47.01% and 41.42% of seven coal hospitals' operating income in 2016, 2017 and January-March 2018, respectively.
similar situation is more pronounced in other underlying hospitals.
it was disclosed that crane mine hospital is a fixed-point general hospital of crane mining group, crane mining group employees in he mine hospital only need to bear the personal part, so crane mining group staff patients are relatively concentrated. In 2016, 2017 and January-March 2018, he mine hospital sales to Crane Mining Group accounted for 80.45 percent, 71.45 percent and 68.67 percent of operating income, respectively. In 2016, 2017 and January-March 2018, Hekang Cancer Hospital's sales to Crane Mining Group and its related parties accounted for 77.96 percent, 68.55 percent and 59.76 percent of operating income, respectively.
it is worth noting that the above-mentioned related parties and large customers of the underlying hospital are also in a state of concern. The regulatory authorities require listed companies to specify what follow-up measures are in place to ensure the timely recovery of sales and related accounts receivable of the four mining groups after March 31, 2018, when the four mining groups (seven coal groups, double-mine groups, chicken mining groups, crane mining groups) have not paid large debts on time in the last five years, especially if the chicken mining group and crane mining group have been included in the list of persons who have lost their trust. (Shanghai Securities News)