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Tianmu Pharmaceutical’s acquisition cycle drama: Who is the winner of the “game”?

Source: Shanghai Securities News

Speaking of Zhejiang’s famous specialties, many people think of Dendrobium candidum. Dendrobium candidum produced by Tianmu Pharmaceutical is identified as a national geographical indication protection product. In addition, mint brain, river car built capsules, and pearl eyes are also well -known products of the company, praising a lot.

However, such a company with a number of heavy products has not been slightly attacked by the city, but in the capital market, it has repeatedly defeated the control and reorganized in the capital market. It returned 7 times and 7 times. Along in the meantime, the suspicion of the behind -the -scenes agreement, as well as the funds occupied and illegal guarantee. Recently, 80 % of the shares held by the controlling shareholder Great Wall Group will be auctioned by judicial, and the company’s control may change again. What kind of story is the control of such a company, who is the honey and the frost of whose honey, and who is worth thinking about.

Tianmu Pharmaceutical’s frequent control of control has become a bigger drama, which is quite worth seeing. As the first listed company in Hangzhou, Tianmu Pharmaceutical landed on the capital market as early as 1993. In 2006, Zhang Pengfei’s modern investment transferred state -owned asset -owned shares, joined the company. Beginning in 2011, Song Xiaoming held three -party companies through four partnerships such as Great Wall Guohui. At that time, Zhang Pengfei’s holdings were handled one after another, and the control of control was controlled to Song Xiaoming. In 2013, Song Xiaoming’s partner Yang Zongchang sent Song Xiaoming out of the bureau, replaced by becoming the company’s actual controller. In 2015, Song Xiaoming came back again and staged the competition for the control of nearly 10 months with Yang Zongchang. In October of the same year, Zhao Ruiyong and Zhao Feifan’s father and son’s Great Wall Group made the appearance of the Great Wall Group, took over the shares held by Yang Zongchang, and became the company’s new actual controller in one fell swoop. With the expiration of the asset management plan, Song Xiaoming gradually reduced its holdings of the shares, and transferred the remaining shares to Huilong Huaze. In 2017, Huilong Huazawa also seemed ambitious about the company’s control. Several cards will expand the shareholding ratio to 20%, which is close to the Great Wall Group’s 24.63%. Recently, the Great Wall Group, which is deeply trapped in the debt crisis, is difficult to protect, and 80 % of the company’s company will be auctioned by judicial. The control of Tianmu Pharmaceutical will be a question mark.

With the company’s actual controller walking in and out of horselights, the reorganization of its failure continued to refresh the market’s cognition. Beginning in 2010, the company’s 7 plans for major asset reorganizations ended with failure. The target assets are varied, from real estate, supply chain, to pharmaceutical companies and pharmaceutical Internet. Among them, there should be no shortage of companies in order to improve their operating performance, but in the end, it has failed to succeed in the time, industry, valuation and other reasons; but some may only be a weapon for shareholders to compete for control. For example, in 2015, after Song Xiaoming increased its holdings for the first time, the company immediately suspended trading to plan non -public issuance, and finally left it. In 2017, Huilong Huazawa continued to sign, and the company’s “precise” suspension of trading planned to acquire 100%of Dechang Pharmaceutical’s shares. After half a year, the reorganization was terminated due to insufficient conditions. From this point of view, the failure of the reorganization may not only have the objective reasons for both parties and the assets of the target, and it does not rule out the possibility of ulterior motives when planning.

Behind this scene of capital drama, who has tasted the sweetness and who has eaten bitter fruit? Listed companies and small and medium investors are naturally the most damaged party. The company’s starting point is not low, and multiple fist products have gradually become a shell company with a net asset of less than 60 million yuan. For more than ten years after the control of the first change, the company’s revenue has been maintained at about 200 million yuan, and the profit level has been less than 10 million yuan for a long time. The long -term stagnation of operation has allowed the company’s market value to hover below 2 billion yuan. In the meantime, a large number of market resources wereted, and most of the small and medium investors who followed the trend were also cut “leek”. In contrast, those acquisitions in and out may not be a loss of money. They originally entered the company, I am afraid that the drunkard was not wine. When the actual controller exits, most of the control right premium plus the consideration of the shares may make a lot of money. Taking Song Xiaoming as an example, the media had estimated that he had held shares of Tianmu Pharmaceutical through the asset management plan for 3 years, and his profit could be as high as hundreds of millions of yuan. From this perspective, the drunkard’s intention is not in wine, and the income of “raising shells, playing shells, and fried shells” also. The question is, how did these acquisitions become “games” similar to drumming flowers?

First of all, the acquirer’s strength is insufficient. For an old -fashioned Chinese medicine company such as Tianmu Pharmaceutical, the most ideal actual controller may have both industry experience and resources, but also to support the strong strength of the company’s long -term development. In contrast, these people who actually entered and exited the company, Zhang Pengfei, who was born in the painter, and the Great Wall of Zhao’s father and son had never been involved in the pharmaceutical industry. Yang Zongchang and Song Xiaoming were originally funded by the market. They have a clear exit period and play the game of the capital market with leverage. After these people entered the company, even if they thought of long -term layout and improvement, they might be inadequate and insufficient. Under the pressure of cost and capital, trying to get short -term returns, and to take more sets of benefits from the weak company, it has become its natural choice. It is also because they have a short -term profit -seeking and unsatisfactory strength that will allow the company to repeatedly start the reorganization when the conditions have not yet matured. It is expected that they can be available through asset injection and backdoor. And exit. This model of “making short money and making fast money” makes the company reorganize and sell shells for the reorganization and sell shells. In the end, it is difficult to escape the end of the battle repeatedly.

Third, the acquirer lacks awe of the market and rules. The most typical is the behind -the -scenes transactions of the company’s control of the company’s control. For example, the Great Wall Group signed a series of agreements with Hengqin Sanyuan, involving company control arrangements and shareholders’ loans. For such important matters, all parties secretly operated the box. After 3 months later, they had to surface because the two parties had to surface. After that, the Great Wall Group repeatedly disclosed the framework agreement with different transactions, which involved the content of the Great Wall Group’s capital increase and debt reorganization. It has also stimulated the market water and splash. Earlier, Zhang Pengfei also concealed the shares transfer agreement invested with the hope, and at the same time launched the backdoor listing of Ruimao Tong, which was quite “one shell and two sale”. Song Xiaoming and Yang Zongchang fought with each other, and eventually exited tacitly. Whether the two reached behind the scenes, the market was also in the clouds. In addition, Zhang Pengfei and Zhao’s father and son successively broke out hundreds of millions of yuan of funds and illegal guarantees, and also turned empty -cut companies. Behind these eighteen martial arts are nothing more than the self -interest of the acquirers, and they try to squeeze more benefits from the company.

It is not impure for the acquirer and insufficient strength. It can play tricks in the market, and the use of the market constraint mechanism is not in place. Shell companies like Tianmu Pharmaceuticals are generally not low in the secondary market, and the purchase cost is high. Those investors who really want to be industrial and focus on the company’s long -term development may not consider entering the main company at such a high premium. In contrast, only the idea of ​​”raising shells, playing shells, and speculating shells” is determined. Those who profit from the secondary market will choose to spend. At the same time, under the long -term speculation culture of the market, the prevalence of the concept of control of control transfer is prevailing, and the space for these people to operate and profit is in turn. At that time, when Song Xiaoming intends to withdraw, he publicized the equity of his affiliated company. In the transfer information, the transferee should be a large pharmaceutical company or an investment institution and enterprise group that has a strategic layout in the pharmaceutical industry. 37 yuan/share, much higher than the market price of 31.60 yuan/share at that time. After the listing information was disclosed, the company’s stock rose continuously to reach the highest 37.37 yuan/share. In the end, no one was listed on the listing transfer, but Song Xiaoming’s controlled partnerships achieved a high reduction of holdings and were nicknamed “strategic reduction”. The concept of the market chasing and falling and falling down undoubtedly made wedding clothes for it.

To keep such a loop drama no longer continue, it is still necessary to compact the integrity obligations of people. Recently, the Financial Commission meeting proposed that integrity in accordance with the law is the most basic market discipline in the capital market. The “Administrative Measures for the acquisition of listed companies” also clearly requested that the acquirers should be honest and trustworthy and abide by social morality and commercial ethics. These concepts should have been the basis for the orderly operation of the market, but in reality, many acquisitions and reorganizations only consider technical compliance. They have little concern about the principles of corporate operation and governance standards. To change this situation, we must walk on two legs: on the one hand, we must deepen reforms, promote the balanced market valuation, and form a practical and effective market constraint mechanism; on the other hand Those who are fraudulent, and those who do not keep the integrity truly bear the cost of violations of laws and regulations. Only the multi -pronged approach can gradually make the “player” of the “drunkard’s implication not in wine” to gradually become history.