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[天眼]Zhongzhu medical layout military and 600 million plus yards of real estate is asked whether the main business is clear
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24th,Zhongzhu MedicalDisclosure of self-owned funds6.3 billion yuanTo ShenzhenQianhai Shun Yaoxiang Investment Development Co., Ltd.Acquisition of its holdingsZhuhai Zhongzhu Commercial Investment Co., Ltd.30% equity.
In response, the Shanghai Stock Exchange quickly sent an inquiry letter to Zhongzhu Medical.
I. About the company's future business planning on the company's future business planning
Zhongzhu Medical currently has a main medical business. In December 2018, it disclosed the announcement that it plans to deploy military business such as drones. The acquisition of Zhongzhu Commercial is mainly engaged in real estate development business.
Shanghai Stock Exchange requires Zhongzhu Medical to combine the companyExisting business structure and specific business conditions, changes in recent business areasExplain the specific planning of the company's board of directors for future business, whether the company has problems with unclear main business, and combine the specific development areas of future business, supplement the specific considerations of this acquisition, and follow-up arrangements for the existing medical business.
2. About this equity transfer
According to the announcement, 30% of the shares of Zhongzhu Commercial held by Qianhai Shun Yaoxiang were transferred within the past 12 months.Liaoning Zhongzhu Real Estate Development Co., Ltd., the company and Liaoning Zhongzhu are subject toZhuhai Zhongzhu Group Co., Ltd.control.
As of November 30, 2018, Qianhai Shun Yaoxiang net assets - 0.05 million yuan, operating income of 0 yuan, net profit -0.05 million.
The Shanghai Stock Exchange requires Zhongzhu Medical to verify and supplement the relevant parties to disclose the changes in the shareholding structure of Zhongzhu Commercial in the past three years, the timing of the equity transfer of Liaoning Zhongzhu and Qianhai Shun Yaoxiang, the transaction price, the assessment, and the main equity transfer agreement. Terms, whether there are other agreements such as follow-up arrangements for transactions.
At the same time, the Shanghai Stock Exchange requires Zhongzhu Medical to explain whether there is a difference between the two purchase prices. If yes, specify the reasons for the difference; if there is a big difference between the previous assessment and the previous one, explain the reason for the difference.
The Shanghai Stock Exchange requires Zhongzhu Medical to explain whether the current 30% equity of Zhongzhu Commercial has been transferred to the former Haishun Yaoxiang, whether there is any restriction on the above equity, whether the former Haishun Yaoxiang and its major shareholders are related to the listed company and the controlling shareholder of the listed company. There are associations or potential interest arrangements with other related parties.
In addition, the Shanghai Stock Exchange also requires Zhongzhu Medical InstructionsWhether Qianhai Shun Yaoxiang is currently conducting business, the main consideration of the previous acquisition and the transfer of this equity within 12 monthsWhether the previous transaction price has been paid in full to Liaoning Zhongzhu, whether the funds are derived from the borrowing or follow-up transactions of the listed company and its related parties, and Qianhai Shun Yaoxiang obtained the capital use after the equity transfer price.
Third, on the assessment
According to the announcement, Zhongzhu Commercial's net profit on November 30, 2018 was -11,579,900 yuan, net assets were -567.10 million yuan, and operating income was 0 yuan. Under the Asset-Based Law, the estimated value is 2.09 billion yuan, and the value-added is huge. among themInventories - The development cost book value is 3.546 million yuan, the estimated value is 2.203 billion yuan, and the value-added rate is as high as 62034.28%.
The current main asset of Zhongzhu Commercial is the urban renewal project of Zhuhai Xiawan Wholesale Market. Up to now, the project is still in the stage of pre-demolition and construction plan approval, and there is uncertainty in whether it can be successfully developed and realized in the future.
The appraisers made seven special assumptions in the assessment report and drew the report users' attention to four special issues.
The Shanghai Stock Exchange requires Zhongzhu Medical to verify and supplement the current operation of Zhongzhu Commercial. The specific assessment process under this asset-based approach, including the main parameters and selection basis, and whether the future land leveling, development and construction are considered in the assessment. The necessary expenses required, combined with the land area, the total planned construction area, the floor price, and the average auction price of the local comparable land in Zhuhai, are reasonable to disclose the transaction price.
The assessment report is based on the “Feasibility Analysis Report of the Pearl Strait Bay Wholesale Market Project” as one of the special assumptions.
The Shanghai Stock Exchange requires Zhongzhu Medical to disclose the main contents and important data of the feasibility analysis report, including but not limited to development progress, development cost, built-up area, etc., whether the appraisers review the cited situation, and whether the relevant assumptions are reasonable. Whether the assessment conclusion is prudent and reasonable.
Up to now, the target assets have not been paid for the land price, and the Shanghai Stock Exchange requires Zhongzhu Medical to supplement the calculation process of the land premium. If there is a difference between the amount of the final payment and the measured amount, whether the evaluation value and the transaction price are adjusted, and the specific adjustment.
Up to now, the underlying assets have not yet obtained real estate warrants, construction project planning permits, and no real estate development qualifications. The Shanghai Stock Exchange requires Zhongzhu Medical to disclose the reasons for the lack of relevant qualifications. The impact analysis on the pricing of this assessment poses an obstacle to the transaction and subsequent construction and development, and carries out major risk warnings.
The Shanghai Stock Exchange requires Zhongzhu Medical to combine the above issues to explain in detail the rationality and necessity of the acquisition and the risks that may arise from the company's business structure and future development.
The announcement disclosed that all the purchase price of the purchase price was self-owned.The balance of monetary funds of Zhongzhu Medical's third quarterly report was 1.092 billion yuan, and the net cash flow from operating activities was -2.97 billion yuan..
The Shanghai Stock Exchange requires Zhongzhu Medical to disclose the total amount of funds required for the subsequent development of the above-mentioned projects, such as subsequent demolition and land leveling, and the amount that the company needs to pay, the amount of funds restricted in the company's monetary fund balance, and the investment price and subsequent development needs to be combined. The amount of funds, as well as the funds required for the daily operation of the company, supplemented the disclosure of whether the company has sufficient ability to pay for the purchase price. Whether the acquisition will have a negative impact on the use of the company's normal production and operation, and provide sufficient risk warnings.
According to the company’s prior information disclosure,As of the 2017 annual report, Zhongzhu Group has a capital occupation of 1.023 billion yuan for listed companies., which should be repaid 386 million yuan by December 31, 2018. In addition, the transaction evaluation report disclosed that China National Pearl Group is responsible for releasing the leases existing on the above-ground buildings of the project before the completion of the first phase of the project “Construction Construction Permit”, and dismantling all the buildings on the ground and leveling the projects. The land was handed over to the development and construction of Zhongzhu Commercial and bears the relevant expenses incurred.
The Shanghai Stock Exchange requires Zhongzhu Medical to verify and supplement the disclosure of whether the above-mentioned repayments before the end of 2018 have been paid to the listed company in full, and to explain the solution to the existing capital occupation in conjunction with the current capital situation of the Zhongzhu Group. With the ability to perform, and in conjunction with the current capital situation of the China Zhuhai Group, it shows whether the China Zhuhai Group has the ability to disburse the lease and pay the land leveling fee.
The Shanghai Stock Exchange requires all directors, supervisors and senior management of Zhongzhu Medical to express their opinions on the necessity of the transaction, the reasonableness of the valuation of the underlying assets, and the impact of the transaction on the listed company, and combine the due diligence on the transaction. Relevant work, indicating whether fulfilling the duty of diligence and diligence, and whether the transaction is beneficial to the legitimate rights and interests of listed companies and small and medium investors.
Finally, the Shanghai Stock Exchange requires the independent directors of Zhongzhu Medical to express their opinions on whether the related party transactions are fair and small and medium shareholders.
Editor in charge: Suining
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