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Transferred from: Enterprise Check
Wen | Yema Finance Gao Yuanshan
Editor | Wu Lijuan
Yamao Tongce Medical (600763. SH) The actual controller Lv Jianming has retired to the second tier, but the "ticket" related to the former chairman is still coming.
On the evening of May 23, Tongce Medical announced that it had received the decision on administrative supervision measures from Zhejiang Securities Regulatory Bureau. Due to the failure to disclose the occupation of non operating funds in time, Tongce Medical and its then chairman Lv Jianming, chairman and general manager Wang Yi, chief financial officer Xu Guoxi, secretary of the board of directors Zhang Hua and others were collectively issued warning letters by Zhejiang Securities Regulatory Bureau, And shall be recorded in the integrity file of the securities and futures market.
This is the second time that Lv Jianming has received a "ticket" since he stepped down as chairman on April 18. On May 16, Tongce Medical announced that the listed company, Lv Jianming and other relevant responsible persons received regulatory warnings at the same time because of a 112 million yuan financial aid five years ago.
In the past seven years when the actual controller, Lv Jianming, served as the chairman of the board, "Yamao" Tongce Medical (600763. SH) rapidly expanded by relying on the "external mode", and its share price also soared, and its market value once stood at a high of 130 billion yuan. But now the company's market value has shrunk by more than 100 billion yuan. As of May 24, it had closed 60.67 yuan per share, with a total market value of 19.453 billion yuan.
However, with the rapid expansion, under the complex relationship, the company has many "hidden operations", as well as related parties' occupation of funds of listed companies and other issues.
Wang Yi, who is now an accountant and also a general manager and chief financial officer, took over the position of chairman of Lv Jianming. Under the leadership of financial professionals, can Tongce Medical revitalize?
After leaving office for more than one month, two tickets were collected consecutively
This time, the ticket was issued during Lv Jianming's tenure as chairman of the board of directors, and was still related to the related parties of Tongce Medical.
According to the 2023 annual report, Zhejiang Tongce, a subsidiary of Tongce Medical, transferred 65% of the equity of Hangzhou Angel and 51% of the equity of Beijing Fengshang to Beijing Cunji under Lv Jianming at a price of 1 yuan. Since March 2023, Tongce Medical will no longer include Hangzhou Angel in its consolidated financial statements; Since September 2023, Beijing Fashion will no longer be included in Tongce Medical's consolidated financial statements.
However, after the completion of the transfer, as of December 31, 2023, Tongce Medical still has temporary loans to Beijing Fashion and Hangzhou Angel, which are 3.1099 million yuan and 786000 yuan respectively, totaling 3.8959 million yuan. The relationship between Beijing Fashion, Hangzhou Angel and Tongce Medical was disclosed as "subsidiary of controlling shareholder and actual controller".
Tongce Medical will not recover the above temporary loan principal until April 25, 2024.
This behavior constitutes the occupation of non operating funds by related parties. Tongce Medical did not disclose the above information in the semi annual report and annual report of 2023.
Based on this, Zhejiang Securities Regulatory Bureau took supervision and management measures to issue warning letters to Tongce Medical, Beijing Fashion, Hangzhou Angel, then Chairman Lv Jianming, Chairman and General Manager Wang Yi, Chief Financial Officer Xu Guoxi, and Secretary of the Board of Directors Zhang Hua, and recorded them in the integrity file of the securities and futures market.
In fact, on May 16, Tongce Medical and these executives had just received a "ticket", and the cause of the punishment also occurred during Lv Jianming's tenure as chairman of the board.
From 2019 to August 2020, Tongce Medical provided Zhejiang Tongce Ophthalmology Hospital Investment Management Co., Ltd. (hereinafter referred to as "Ophthalmology Investment") with 112 million yuan of financial support.
Enterprise investigation shows that ophthalmic investment was established in May 2017, Tongce Medical directly held 24% of shares, and Lv Jianming directly and indirectly held 77.48% of shares. As the actual controller of ophthalmic investment, Lv Jianming also owns 97% of the voting rights of the company.
Source: enterprise investigation On January 10, 2024, Tongce Medical disclosed the Progress Announcement on Returning Financial Assistance by Participating Companies, which said that ophthalmic investment would complete the repayment of financial assistance in the first quarter of 2024.
Tongce Medical also said that if it was not returned by the end of the first quarter of 2024, Lv Jianming, the actual controller of ophthalmic investment, would perform the return obligation on behalf of it.
However, the ophthalmic investment did not repay as agreed, and Lv Jianming did not repay as promised.
After the end of the first quarter, on April 2, 2024, Tongce Medical announced that the ophthalmic investment was expected to return the financial assistance and interest before April 15, 2024.
It was not until April 8, before the annual report was released, that Ophthalmology Investment returned the total financial assistance of 112 million yuan in principal and interest to Tongce Medical.
In view of the above violation facts and circumstances, Shanghai Stock Exchange decided to give regulatory warnings to Tongce Medical and Lv Jianming and other relevant responsible persons. At the same time, due to the problem of 112 million yuan of financial support, Zhejiang Securities Regulatory Bureau decided to take the supervision and management measures of issuing warning letters for ophthalmic investment and Lv Jianming, and record them in the integrity file of the securities and futures market.
Previously, he was fined for not disclosing related transactions
The regulatory penalties Lv Jianming has received in recent years are not limited to this. The reason is also related to the complicated capital flows of Tongce Medical and its affiliated companies.
Specifically, in 2021, when Tongce Medical's wholly-owned subsidiary Zhejiang Tongce Women and Children's Hospital Investment Management Co., Ltd. (hereinafter referred to as "Tongce Women and Children") shares in Fund One, Tongce Medical will make contributions in the form of 143 million yuan in the same proportion, accounting for 28.6536% of the contribution of Fund One, and Fund One will receive Tongce Women and Children's equity at the same price, Realize the transaction essence of replacing the equity of subsidiaries with 28.6536% equity of No.1 Fund.
The No.1 Fund was established in September 2017, with the original registered capital of 200 million yuan and the paid in capital of 3 million yuan. Lv Jianming contributed 30.35% and Tongce Medical contributed 28.65%.
However, on the same day that Tongce Medical paid 143 million yuan of capital contribution to Fund One, Fund One transferred 143 million yuan to other entities controlled by Lv Jianming, and the funds were ultimately used for bank repayment through multiple transfers. This has actually constituted a non operating capital transaction between related parties, which is a major event specified in Item 3, Paragraph 1 and Paragraph 2 of Article 80 of the Securities Law.
However, Lv Jianming, as the actual controller of Tongce Medical, organized and arranged the transfer of relevant funds, and failed to inform the company of the relevant situation in time, resulting in the company's failure to timely fulfill its obligation of information disclosure. So on December 24, 2022, Lv Jianming received the Decision on Administrative Punishment and was fined 1 million yuan.
Rely on the "external mode" to expand rapidly, hollowed out their own "buy buy buy"
In the past few years, Tongce Medical has expanded rapidly through self built and extracorporeal models, that is, through the investment platform of Lv Jianming, it has been incubated and matured before being incorporated into listed companies. But this model also brings some problems.
On May 16, 2022, Tongce Medical also used up the cash on its account to acquire medical IT service providers Heren Technology （300550.SZ）。
At that time, Tongce Medical obtained the real control right of Heren Technology through the transfer of shares, and will pay 769 million yuan for this. However, the first quarter report of 2022 shows that the monetary capital on the book of Tongce Medical is 734 million yuan. That is to say, this acquisition consumes more than 30 million yuan in addition to all the cash on Tongce's medical account.
Lv Jianming explained in the telephone conference held on the acquisition that all hospitals under Tongce Medical are contributing cash flow and rarely need additional capital injection.
Bai Wenxi, vice president of China Enterprise Capital Alliance, said that Tongce Healthcare had used up cash on its account to purchase and Renhe Technology, the latter's P/E ratio was as high as 74 times. Tongce Healthcare was indeed suspected of "rubbing" and Renhe Technology's P/E ratio. In this way, it is very likely to improve its market value and drive up its share price by creating concepts in the future.
It is worth mentioning that, once faced with the market's interpretation of Tongce's share price, Lv Jianming said: "How can people who talk about the high and low price earnings ratio every day understand Tongce's lofty ideal?" "How can Tongce's grand vision of striving to be the first in the world without a price earnings ratio of 300 or 500?"
At that time, Trading and Renren Technology also made a performance commitment, that is, the net profit realized from 2022 to 2024 should not be less than 35 million yuan, 40 million yuan and 45 million yuan respectively, and the total of three years should not be less than 120 million yuan. However, for Tongce Medical, which had a net profit of RMB 700-800 million a year at that time, the total amount of the above performance commitments was not much.
Pi Haizhou, a financial commentator, said that the total amount of performance commitments over the three years was 120 million yuan, which was quite different from the purchase price of 769 million yuan. At the very least, performance commitment should be based on the purchase price. Once the performance commitment expires, there will be great uncertainty in the performance after 2025. According to historical experience, there are many cases of performance commitment changing face when it expires.
The main business of Heren Technology is the software system of the medical industry, and the net interest rate after 2018 is less than 10%. In this regard, some analysts pointed out that such a net interest rate indicates that hospital software is not a high threshold, and compared with the software strength of JD Health, Ali Health and other Internet medical companies, Heren Technology will not be very competitive.
In order to "strive for the grand vision of Tongce people to become the world's first", Tongce Medical has been questioned many times because of the quality of the acquisition target.
In September 2020, Tongce Medical announced the acquisition of 10 enterprises held by Haijun Technology, with a total amount of 150 million yuan. Haijun Technology is an enterprise controlled by Lv Jianming, and the value-added rate of this transaction exceeds 500%. It is worth noting that 6 of these 10 enterprises were in a loss state at that time.
Although criticized by the market, Tongce Medical also expanded rapidly by "buying, buying, buying". In 2021, Tongce Medical had 60 dental medical institutions, with revenue and net profit of 2.781 billion yuan and 786 million yuan respectively, up 33.19% and 44.26% year on year. At that time, the company's share price also stood at a high of 421.99 yuan/share, a maximum increase of more than 17 times, and its market value once exceeded 130 billion yuan.
The market value has shrunk by 100 billion, and Lv Jianming has given up his talent
Tongce Medical was listed in A-share through backdoor in 2006. As a main board listed company with medical services as its main business, Tongce Medical is also a leader in oral medical services in China. In recent years, Tongce Medical has expanded significantly, investing in maternal and child health care, assisted reproduction and other fields through industrial funds.
However, the rapid progress has also buried some hidden dangers for Tongce Medical. Since 2022, the company has received warnings or penalties from regulatory authorities for many times.
However, the company's ambitious layout has received limited results.
From the perspective of performance, after 2021, the company's revenue growth will be weak. From 2021 to 2023, the revenue will be 2.781 billion yuan, 2.719 billion yuan and 2.847 billion yuan respectively, and the net profit will decline, 786 million yuan, 616 million yuan and 578 million yuan respectively.
In particular, in 2023, Tongce Medical's operating revenue increased by 4.7% year on year, which is far from the goal of "ensuring revenue growth not less than 25%".
From the perspective of business distribution, in 2023, the company's main business will still be concentrated in Zhejiang Province, accounting for more than 90%, while the revenue outside Zhejiang Province will account for less than 10%.
Tongce Medical will also face great pressure in the future, especially in April 2023, when the centralized dental implant procurement policy of the National Health Insurance Bureau was fully implemented, which undoubtedly gave Tongce Medical, which is optimistic about the profitability of dental implants, a heavy blow, and the company was forced to cut prices to win customers. However, although the company's planting volume increased by 47% in 2023, its revenue only increased by 6.95% year-on-year due to the reduction of profits.
In an open letter to shareholders, Lv Jianming said, "We have to admit that in the past early 2023, like many people, we were still too optimistic."
At the same time as the performance declined, Tongce Medical's share price also began to fall. As of the close of May 24, Tongce Medical reported 60.67 yuan per share, with a total market value of 19.453 billion yuan, down more than 100 billion yuan from the peak in 2021.
Against this background, Lv Jianming abdicated his position as chairman. On April 18, Tongce Medical announced that Wang Yi would take over as Chairman of the 10th Board of Directors of the Company, and his term of office would expire on the date of the 10th Board of Directors. In addition, Lv Zixuan, the "post-90s" daughter of Lv Jianming, entered the board of directors for the first time and was elected as a non independent director.
Wang Yi was the chief financial officer and general manager of Tongce Medical. She also worked in Bank of China Jiangxi branch system, once served as assistant to the chief financial officer, director of the financial center, deputy chief accountant of Zhejiang Tongce Holding Group Co., Ltd., chief financial officer of Zhejiang Tongce Real Estate Group Co., Ltd., etc.
On May 21, Tongce Medical announced that with the continuous growth of the dental medical service market, the company will focus on the layout of specialized hospitals in the future, concentrate on the main business, ensure the long-term healthy development of listed companies, and hope to solve the cross industry development problems left by the company in its early years.
Now financial professionals have replaced Lv Jianming, who graduated from the Chinese Department. Can Wang Yi lead Tongce Medical to a more standardized future? Have you seen your teeth in Tongce Medical? Let's chat in the comment area.
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