Only 10 days after signing the house purchase contract, more than 1.47 billion yuan of self-owned funds were used to pay more than 85% of the contract amount, and part of the house payment has been paid in full.

While the wait-and-see mood in the property market is strong in various places, Renfu Medicine, a leading A-share company in anesthetics, is buying a house with "full payment".

  In March of this year, Renfu Medicine bought real estate with a total area of ​​more than 140,000 square meters in one go. The total price reached 1.64 billion yuan, which was close to half of the company's book money at the end of March.

However, for such a major transaction, the company did not disclose the matter until early June, under regulatory inquiry, three months after the deal was basically completed.

  The transaction object of the house purchase is Renfu Pharmaceutical Atomic Company.

In August 2019, Renfu Medicine transferred all the shares it held to a third party.

The current shareholder of this former subsidiary, and the controlling shareholder of Renfu Pharmaceutical, also hold equity interests in several companies.

At present, Renfu Medicine, the former subsidiary and controlling shareholder, is relatively tight in terms of funds. The company's controlling shareholder defaulted on its debt in April and fell into a liquidity crisis.

  Long before the debt default, the controlling shareholder occupied the funds of Renfu Medicine for a long time.

Through third-party companies, borrowing at the beginning of the period and repaying at the end of the period is adopted every quarter. From 2019 to April 2022, the controlling shareholder has occupied nearly 6 billion yuan of Renfu Medicine.

  It was in March and April when Renfu Medicine recovered the occupied funds, the debt crisis of the controlling shareholder began to break out, and there was an incident of the listed company buying a house with a huge amount of money from its former subsidiary.

  While buying a house with a lot of money, Renfu Medicine's own financial situation is not optimistic.

As of the end of March this year, including the funds occupied by major shareholders, the company's book monetary funds were less than 3.5 billion yuan, while its short-term borrowings and non-current liabilities due within one year were close to 10 billion yuan, and the current flow that needs to be repaid throughout the year Debt reached 9 billion yuan.

"Full payment" to buy a house is not disclosed, leading to regulatory inquiries

  Renfu Medicine announced on June 22 that, according to business needs, after the deliberation and approval of the company's board of directors, the listed company and its four subsidiaries purchased a total of Wuhan Kemei Lide Biomedical Co., Ltd. (hereinafter referred to as "Kemei Lide"). 1.645 billion yuan of property assets, corresponding to the purchase of a total area of ​​more than 141,000 square meters.

  The four subsidiaries that Renfu Pharmaceutical purchased this time are Wuhan Renfu Pharmaceutical Co., Ltd. (hereinafter referred to as "Wuhan Renfu"), a wholly-owned subsidiary, and Wuhan Renfu Innovative Drug Research and Development Center Co., Ltd. "), Wuhan Tianrun Health Products Co., Ltd. (hereinafter referred to as "Tianrun Health") and its holding subsidiary Yichang Renfu Pharmaceutical Co., Ltd. (hereinafter referred to as "Yichang Renfu"), the purchase amounts were 511 million, 468 million, 390 million yuan and 277 million yuan.

  Buying so many houses in one go, Renfu Medicine's own funds are not abundant.

As of the end of last year, the company's monetary capital balance was 5.1 billion yuan, which fell to 3.498 billion yuan at the end of March this year.

The funds needed to buy a house are equivalent to nearly 50% of the balance of monetary funds in the same period.

  However, the board of directors of Renfu Medicine agreed to purchase the above-mentioned real estate, which was only a "post-recognition" of a fait accompli.

As early as early March this year, the company signed a contract with Comeride and paid most of the house price.

  According to the information disclosed later, on March 10 this year, Wuhan Renfu, Renfu New Medicine, and Tianrun Health have signed contracts with Kemelide, and on March 17, seven days later, according to 80% of the contract amount, They paid 408 million yuan, 374 million yuan, and 312 million yuan for the purchase of houses respectively.

  Yichang Renfu moved more quickly. Only 20 days after the contract was signed, the entire purchase price was paid.

On the day of signing the contract on March 11, the company paid 50 million yuan to Comerilide, and on the 14th and 30th after that, it paid the remaining 100.5 million yuan and 126.4 million yuan respectively.

  It is worth noting that for this asset purchase, Renfu Medicine did not perform any internal decision-making procedures before the transaction, nor did it publicly disclose it in advance.

Instead, it was only made public during regulatory inquiries in early June, more than two months after the transaction was completed.

  According to Renfu Medicine, after the transaction is approved by the board of directors, it does not need to be submitted to the general meeting of shareholders for deliberation.

But is this really the case?

  According to Article 17 of the Articles of Association of Renfu Medicine revised in April this year, the total transaction amount and transaction amount accounted for more than 50% of the company's latest audited net assets, and the absolute amount exceeded 50 million yuan; the profit generated by the transaction accounted for the company's latest accounting The annual audited net profit exceeds 50% and the absolute amount exceeds 5 million yuan; the main business income and profit of the transaction target in the most recent fiscal year account for more than 50% of the company's revenue in the same period, and the absolute amount exceeds 50 million yuan and 5 million yuan respectively. , all need to be reviewed by the company's general meeting of shareholders.

  According to the data disclosed in the annual report, as of the end of 2021, Renfu Pharmaceutical has total assets of 34.5 billion yuan, net assets of 13.15 billion yuan, operating income of 20.4 billion yuan, and net profit of 1.39 billion yuan. regulations, but the absolute amount far exceeds the lower limit set by its articles of association.

Why rush to pay huge rent

  As of the end of March this year, the above-mentioned four subsidiaries of Renfu Medicine have paid a total of about 1.47 billion yuan, accounting for more than 85% of the total contract value.

  The real estate that Renfu Pharmaceutical purchased this time has an office area of ​​about 125,000 square meters, and by the end of 2021, the total number of employees of Renfu Pharmaceutical was 15,746.

Yichang Renfu purchased about 16,100 square meters. Although it is for residential use, all of them are single-family apartments and talent apartments. The unit price is as high as 70,400 yuan per square meter.

  Renfu Medicine said that the property purchased this time will be used for its key projects such as Hubei Pharmaceutical Commercial Headquarters, Biomedical Innovation Base, Pharmaceutical E-commerce, and the introduction of high-end talents. More than 700 leading talents, masters and doctors have been introduced.

  However, the houses bought by a large proportion of the payment are not existing houses, but mainly off-plan houses. They are still in the construction stage, and most of the houses will be handed over in June and October 2023.

Due to factors such as the engineering arrangement being less than expected, there may be a risk of not being able to deliver on time.

  Kemelide was once a subsidiary of Renfu Pharmaceutical.

According to the annual report, at the end of 2018, Renfu Medicine indirectly held 100% equity of Kemei Lide.

In August 2019, the company transferred all the shares held by the company to Wuhan Dangjing Commercial Management Co., Ltd. (hereinafter referred to as "Dangjing Commercial").

  Third-party information shows that in December 2018, the shareholding of Kemei Lide has been changed, Renfu Medicine and two other shareholders withdrew, and Dangjing Commercial became the company's sole shareholder.

  The rush to pay the house price may be related to the tight capital of Camelide.

As of the end of December last year, the balance of Renfu Pharmaceutical's long-term equity current balance was 261 million yuan, which was mainly the principal and interest owed by Kemelide.

The company stated that, after collection, Camelide has repaid the above arrears after the reporting period.

  The reporter combed through the public information and found that the above arrears had been formed in August 2019.

According to Renfu Medicine, Kemelide was in the project development stage in the early stage, and funds were tight.

  According to third-party information, since December last year, Camelide has been sued several times for disputes over house sales and decoration contracts.

 Indirect "blood transfusion" major shareholder?

  Although there is no longer a direct equity connection, through the current shareholder Dangjing Business, Kemei Lide and Renfu Medicine and its controlling shareholder Wuhan Contemporary Technology Industry Group Co., Ltd. (hereinafter referred to as "Dangdai Group") still have thousands of Inextricably linked.

  Third-party information shows that Dangjing Business was established in October 2018.

In November of that year, the company invested 30%, and together with Changjiang Construction Investment Group Real Estate Development Company and Wuhan Contemporary Real Estate Development Co., Ltd. (hereinafter referred to as "Dangdai Real Estate"), initiated the establishment of Wuhan Changjiang Construction Investment Contemporary Real Estate Co., Ltd.

Contemporary Real Estate is a wholly-owned subsidiary of Wuhan Contemporary Urban Construction and Development Co., Ltd. (hereinafter referred to as "Dangdai Construction"), which is 100% owned by Contemporary Group.

  The intersection of Dangjing Business and Contemporary Group does not stop there.

In 2020, Dangjing Commercial, as one of the shareholders, jointly initiated the establishment of Wuhan Contemporary Cultural Tourism Industry Development Group with Sante Ropeway and Chongqing Wenlin Tourism Development Co., Ltd.

Among them, Dangjing Commercial and Sante Cableway hold 20% and 30% of the shares respectively.

  Sante Ropeway is also a member of the Contemporary Group.

As of the end of March this year, Dangdai Group and Dangdai Construction held 3.85% and 37.5% of Sante Cableway respectively.

  During the period when Renfu Medicine bought a house from Kemelide, the 28.116 million shares of Renfu Medicine held by Dangdai Group through a credit guarantee account were forcibly liquidated by CITIC Securities from March 29 to April 15.

Part of the shares held by Sante Ropeway was also liquidated on March 29.

  Subsequently, the liquidity crisis of the contemporary group broke out, and the bonds defaulted.

On April 1st, with the approval of the holders' meeting, Dangdai Group can pay 10% of the principal and interest of the first tranche of the 2019 mid-term ticket due on April 6th before April 3rd, and the remaining 90% of the principal can be extended for one year. The coupon rate of 7.5% remains unchanged.

However, the 10% bond principal and interest paid in advance could not be paid by April 6, which constituted a formal default.

  The above-mentioned bond defaults also triggered cross-defaults of several bonds. The main credit ratings of many "Dangdai" companies have been downgraded by Lianhe Credit, Dagong International and other rating agencies successively. Among them, the main rating of Contemporary Group was downgraded from A to C.

  According to the disclosure of Renfu Medicine, as of the beginning of June, the total balance of existing bonds of the headquarters of Contemporary Group alone reached 6.854 billion yuan, and the balance due or possibly redeemed this year also reached 4.074 billion yuan, of which the balance of bonds due in April and May was 1.6 billion yuan. Yuan, the pressure of centralized debt repayment is very high.

  Long before it fell into a liquidity dilemma, Dangdai Group occupied the funds of Renfu Medicine for a long time.

From 2019 to 2022, the occupied amounts at the highest point in time reached 100 million yuan, 1.373 billion yuan, 2.233 billion yuan and 2.292 billion yuan respectively.

  In March and April this year, Renfu Medicine recovered 2.42 billion yuan of principal and interest of the capital occupied by Contemporary Group.

As of June 9, 1.85 billion yuan has been used, including the allocation of about 1.215 billion yuan to subsidiaries, the capital increase of 145 million yuan in the company's equity, and the repayment of bank loan principal and interest of 817 million yuan.

  Among the funds allocated to subsidiaries after recovery, Yichang Renfu involved an amount of 322 million yuan, which was still in its accounts as of the disclosure date; 52.15 million yuan and 13.34 million yuan allocated to Huanggang Renfu and Gedian Renfu were used. For repayment of loans, projects under construction, etc.; the 827 million yuan provided to Wuhan Renfu, Renfu New Medicine and other subsidiaries has been used in full, but no specific purpose has been specified.

  An industry insider analyzed to reporters that although all the occupied funds have been recovered, according to the above financial data, most of the funds may have been returned to the major shareholders through the purchase of a house.

And this "blood transfusion" method is exactly the same as the non-operating occupation of Renfu Medicine's funds by Contemporary Group.

  According to the data of the annual report, in 2021, the total amount of "fund transactions" in other cash received by Renfu Medicine related to investment activities is 8.13 billion yuan, and the total amount of "fund transactions" in the cash paid for other investment activities will reach 8.17 billion yuan. billion.

Professional analysts believe that the essence of such an operation is that the major shareholder borrows, repays the principal and interest from the listed company through a third-party enterprise.

  According to the disclosure of Renfu Medicine, Modern Group occupied funds through third-party companies.

Since 2019, Dangdai Group has required Renfu Medicine to sign a loan contract with a designated enterprise, and remit the corresponding amount of funds to the designated enterprise, borrowing at the beginning of each quarter and repaying at the end of the period, thus forming non-operating capital occupation.

  Dilemma of own funds

  While selling off assets, the controlling shareholder was constantly "drawing blood".

  Since the second half of last year, Renfu Medicine has started to sell assets, and the sales are all high-quality assets and financial assets related to the main business.

  Renfu Pharmaceutical announced on November 10 last year that its wholly-owned subsidiary, Renfu Singapore, plans to transfer 40% of the equity of Le Fusi Group at a price of US$200 million.

According to public information, Lesifle Group is the parent company of many well-known health protection brands such as Jissbon.

Subsequently, the company disclosed on November 19 that it had transferred its 2.52% stake in Huatai Insurance at a price of 1.026 billion yuan.

  Asset fire sales continue through 2022.

In January this year, Renfu America, a subsidiary of Humanwell Pharmaceuticals, transferred its 24.57% stake in AGIC-HUMANWELL BLUE RIDGE (US) LIMITED at a price of US$174 million.

Since then, the company disclosed in early April that it planned to transfer 7.85% of Tianfeng Securities at a price of 2.124 billion yuan.

  Under such circumstances, the scale of funds occupied by Contemporary Group is still rising.

According to the disclosure, in the first four months of this year, the balance of funds occupied by Contemporary Group increased to 2.292 billion yuan, exceeding the amount occupied at the highest point in the previous year.

  However, Renfu Medicine's own cash flow may have been in a state of "bottoming out".

  According to the disclosed data, as of the end of last year, Renfu Medicine had a total of 12.34 billion yuan of interest-bearing debts, including 6.851 billion yuan of short-term loans, 2.321 billion yuan of non-current liabilities due within one year, and 557 million yuan of interest expenses alone.

By the end of March this year, its short-term loan balance reached 7.65 billion yuan, and its non-current liabilities due within one year were 2.31 billion yuan.

At the end of March, the balance of Renfu Pharmaceutical's monetary funds was only about 3.5 billion yuan. In 2022, the company's total interest-bearing debt due within one year is as high as about 9 billion yuan, and there is a huge gap in debt repayment funds.

  The above monetary funds have already included the portion occupied by the contemporary group.

After deducting these occupied funds, the actual size of the funds available is even smaller.

  According to the disclosure of Renfu Medicine, as of the end of 2021, after excluding the 294 million yuan occupied and restricted by Contemporary Group, its actual disposable capital is only 2.573 billion yuan.

As the principal and interest of the occupied capital of more than 2.4 billion yuan was recovered, its disposable funds at the end of March this year may be close to the balance of 3.5 billion yuan shown on the book.

However, if the 1.85 billion yuan subsequently used is deducted, the actual disposable funds may be relatively limited.

  Renfu Medicine said that the company has reserved about 1.125 billion yuan in repayment funds for 1.5 months for rolling repayment of credit.

In addition, the company also has a large number of receivables above designated size, mostly aged within one year, and with strong liquidity.

As of the end of last year, the company's balance of receivables was 6.447 billion yuan, compared with 7.458 billion yuan at the end of March this year.

  Will these funds meet debt service needs?

Renfu Medicine stated that among the funds for the transfer of Tianfeng Securities’ equity, the first and second transfer funds of 1.32 billion yuan will be used to repay bank loans and release the latter’s equity pledge, and the remaining 804 million yuan will be used to repay interest-bearing assets. debt.

(Author: Mu Qing)

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