Tongce Medical and He Ren Technology "A eat A" mergers and acquisition of abortion.

Every reporter: Xu Libo Edit: Dong Xingsheng

"Yaomao" Tongmei Medical’s planning for nearly nine months of M & A announced abortion.

On the evening of February 14th, Tongce Medical (SH600763, a stock price of 155.67 yuan, and a market value of 49.914 billion yuan) issued an announcement saying that the company had previously intended to be transferred to the cash method and Ren Technology (SZ300550, a stock price of 13.84 yuan, a market value of 3.636 billion yuan) 29.75%After the comprehensive assessment of all parties, the shares have agreed to terminate the above shares transfer agreement. Tongmei Medical’s prepaid payment of 100 million yuan and actual interest paid by the transferee will be returned according to the time agreed by the original agreement.

Image source: Announcement Screenshot

Tongmei Medical and Ren Technology stated that the termination of the acquisition agreement will not affect the company’s normal operating conditions, and there is no situation that harms the interests of the company and small and medium shareholders.In addition, He Ren Technology also said that the company’s controlling shareholder and actual controller will continue to plan to introduce strategic shareholders at a suitable time.

Regarding the specific reasons for the termination of acquisitions, Tongmei Medical and He Ren Technology did not stated in the announcement. As of press time, "Daily Economic News" reporters have not been able to get effective reply from the two companies.The reporter called the Tongce Medical Securities Affairs Department on February 15, but none of them were connected; a staff member of the Heren Technology Securities Department responded that due to the decision of the controlling shareholder of the company’s controlling shareholder,Listed companies only disclose the information conveyed by shareholders, and it is not convenient for interviews or evaluating this.

Because it is a listed company in A -share, Tongce Medical’s acquisition plan for He Ren Technology has also been called the "A" mergers and acquisitions in the industry.In recent years, in the context of the gradual advancement of the reform of the registration system, the value of shell resources has returned to the fundamental aspect. Some industry leaders also want to take this opportunity to seek industrial integration opportunities, such as Zhonglian Chongke Handsham Road Chang Technology and China Resources Sanjiu acquisition.Kunyao Group and so on.

On May 15, 2022, Tongce Medical and Hangzhou Panyuan Investment Co., Ltd. (hereinafter referred to as "Panyuan Investment") signed the "Share Transfer Agreement".About 29.75%of the total number of shares of the target company), the transaction amount was 769 million yuan.After the transaction is completed, Tongce Medical will become the largest shareholder of He Ren Technology.

The announcement shows that the reason why Tongce Medical wants to mergers and acquisitions and Ren Technology mainly depends on its technical reserves in the field of medical digitalization.According to the medical care, this transaction can enhance the comprehensive strength of the company’s medical information industry in the field of medical information industry and the development of the original hospital.After integration, it is conducive to improving the digitalization of technology, scientific research and medical information in the field of specialized hospitals, enhancing the company’s profitability and competitive advantages, and meet the company’s strategic planning and development needs.

On the other hand, He Ren Technology has been actively seeking "selling".Prior to the signing of the transfer agreement with Tongce Medical, He Ren Technology also intends to transfer 29.96%of the equity to the State -owned Science Cities Xinke Group, and then announced the termination of regulatory issues.The industry generally believes that it is related to the reason why Ren Technology’s controlling shareholder Panyuan’s investment tries to sell shells twice, or it is related to the pledge of a large amount of equity.The latest equity pledge announcement in August last year showed that the number of Panyuan investment pledged equity reached 65.37 million shares, accounting for about 56.14%of its total shares, and 24.68%of the company’s total share capital.

It is worth noting that with Ren Technology’s two shells, it has aroused regulatory attention.This time, the Shenzhen Stock Exchange focused on the equity trading process. The coordination of the business of the two companies and the main consideration of the acquisition of the target company, whether the cash flow expenditure of this transaction will have an impact on the production and operation of Tongmei Medical.Whether the pledge is a substantial obstacle to this shares transfer.

In addition, the proportion of two equity transactions before and after He Ren Technology was 29.96%and 29.75%, respectively, and both stuck under 30%of the offer acquisition.%Of some shares voting rights.In the letter of attention received after signing the transfer agreement with the Science City Xinke Group, the Shenzhen Stock Exchange also questioned "whether there is a situation of deliberately avoiding the obligations of the acquisition of the offer", and Ren Technology denied it.

Tongmei Medical has high hopes for this transaction, and has already planned a quite ideal vision.At the investigation meeting on the day of the acquisition agreement, Tong Ce Medical once told investors that the company believes that the ability of He Ren Technology is the "best" of the current medical information company, and said that it was "seriously underestimated"It is very suitable as the second platform of Tongmei Medical to build a multi -specialized medical group; after the acquisition of He Ren Technology, the company will gradually peel off the specialties of the specialties from the oral cavity of the Board of Directors and the shareholders’ general meeting to achieve construction.Vision of first -class large public medical groups.

Lu Jianming, chairman of Tongce Medical, also said in an interview with the media last year that many people from the outside world do not understand the true intention of Tongce Medical M & A.He mentioned: "This acquisition can make Tongmei more focused on the main business and become a more pure oral hospital. Other specialtors such as eyes, ears, nose, and throats outside the mouth will be stripped from Heren Technology. At the same timeTechnology technicians to develop the digital medical system we need. He Ren Technology will do a lot of capital operations in the future to complete the task that can not be completed at the moment. "

In addition to the final incident and wish, in fact, this equity transaction has not been as ideal as the Tongjicu Medical Institute since its disclosure, and there are a lot of voice in the market.Although Tongce Medical has believed that the value of He Ren Technology has been "seriously undervalued", from the perspective of its financial data in recent years, performance pressure is the fact.

From 2019 to 2021, the growth rate of Heren Technology’s revenue has declined year by year.In 2021, He Ren Technology realized operating income of 464 million yuan, an increase of 2.08%year -on -year; net profit of home mother was 34.807 million yuan, a decrease of 19.32%over the same period last year.In this regard, He Ren Technology explained that due to the influence of the epidemic, the delivery cycle of some projects was extended, the return payment cycle of account receivables in the industry, the shorter of the supplier payment period, the increase in raw material costs, and the increase in order performance costs, etc.The delay effect of enterprise development has been reflected one after another.In 2022, the performance of He Ren Technology fell further. In the first three quarters, operating income was 303 million yuan, a decrease of 0.98%year -on -year; the net profit of home mother was 24.7903 million yuan, a year -on -year decrease of 29.29%.

Nowadays, all the planning and vision have become bubbles with the announcement of a paper.Although both companies stated in the announcement that the termination of the acquisition agreement will not affect the company’s normal operating conditions, and there is no situation of harm to the interests of the company and small and medium shareholders, many doubts in the transaction have aroused the dissatisfaction of shareholders.

From February 9th to 10th, 2023, a few days before the disclosure of the announcement of the acquisition, He Ren Technology fell 16.05%in two days, and the transaction volume increased significantly.15.555 million shares, 2.2275 million shares, increased from 1%to 5.95%and 8.13%.

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