China Times (www.chinatimes.net.cn) reporter Ge Aifeng and trainee reporter Xia Gaoqin reported in Nanjing
Recently, Jiangsu Weikang Jiejing Medical Devices Co., Ltd. . In recent years, the listing of medical device companies has accelerated, and companies such as Sanxin Medical, Kindly, and Yangpu Medical have been listed one after another. After years of planning to go public on the main board but failed, Weikang Medical submitted an IPO application for the GEM this year.
It is reported that Jiangsu Weikang Jiejing Medical Devices Co., Ltd. is a medical device company whose main business is the research and development, production and sales of disposable medical consumables. The main products are suction tubes, sputum suction tubes, nasal oxygen tubes, and drainage bags. (including anti-reflux drainage bag, precision drainage bag) and other medical polymer material products, covering hundreds of specifications and models in five series of surgical care, breathing, anesthesia, urology and puncture. From 2018 to March 2021, the company's operating income was 24004.52, 26192.33, 253.5520, and 60.7019 million yuan, and its net profit was 6882.42, 6904.39, 5470.50, and 13.1872 million yuan.
The reporter of " China Times " noticed that unlike the last time when four institutions raided to invest in when seeking listing, this time before Weikang Medical applied for the GEM IPO, in addition to the actual controller, the rest of the shareholders in December 2019 All have been withdrawn, which has also led to a more concentrated ownership of the company . In addition, the company's listing this time has a high degree of overlap with the previous investment projects when the company sought listing on the main board. Regarding the above matters, our reporter called and wrote to Weikang Medical, but as of press time, he has not received a reply.
Shareholders are all withdrawn, leaving only the actual controller
According to the prospectus, Weikang Medical was established in March 2012 with a registered capital of 50 million yuan, paid-in capital was 10 million yuan, and Liu Chunliang and Liu Lijie contributed 6 million yuan respectively RMB 10,000 and RMB 4 million. In June 2012, the paid-in capital was increased by RMB 10 million.
In January 2013, Weikang Medical made its first capital increase after paying up the registered capital, and the registered capital increased from 50 million yuan to 200 million yuan. But by September 2014, the registered capital of Weikang Medical was reduced from 200 million yuan to 20 million yuan, and one month later the registered capital of Weikang Medical was increased from 20 million to 50 million yuan. In March 2015, the company carried out the first equity transfer. Through the transfer of equity, the actual controller Liu Chunliang Holding Company Jiangsu Haopeng Industrial Investment Co., Ltd. became the company's largest shareholder. In December 2015, Daji Fortune ( platform where employees hold shares in ) increased its registered capital by 5 million yuan.
In January 2017, Sinopharm acquired Fund , Fosun Pingyao, Shengzhong Investment, and Yihou Investment to increase the registered capital by a total of 9 million yuan, and the registered capital of Weikang Medical increased from 55 million to 64 million yuan. Shares 7.71%, 4.69%, 0.10%, 1.56%. In this year, Weikang Medical completed the listing counseling and prepared to seek listing. In the second half of 2017, Weikang Medical submitted A shares listing application, but ultimately failed to do so.
may have failed to go public. In December 2019, Sinopharm M&A Fund, Fosun Pingyao, Shengzhong Investment, and Yihou Investment all withdrew from Weikang Medical. At present, the father and daughter of Liu Chunliang and Liu Lijie jointly control 100% of the company's equity through direct and indirect means (Haopeng Industrial, Suqian Hongjian). If Weikang Medical is successfully listed, after this issuance, the proportion of voting rights controlled by Liu Chunliang and Liu Lijie's father and daughter will be reduced to 75%. As the sole shareholders, Liu Chunliang and Liu Lijie's father and daughter will exclusively enjoy the dividends of the listing.
The accompanying equity concentration problem, Wellkang Medical emphasized in the prospectus that although the company has gradually established and improved various systems related to corporate governance and internal control, including the rules of procedure of the three meetings, the independent director system, the board of directors Special committee system, related party transaction management system, etc. During the reporting period, no actual controller used the controlling position to damage the interests of the company. However, the actual controller of the company can still take advantage of its controlling position and exercise its voting rights to exercise control and significant influence on decisions such as the selection and appointment of directors, supervisors, and senior managers, development strategies, personnel arrangements, production and operation, and finance. If the corporate governance system cannot beIf it is strictly implemented, it may lead to the risk that the actual controller will use its controlling position to damage the interests of the company and other small and medium shareholders.
Independent economist and financial commentator Wang Chikun told the China Times reporter: "If the equity is too concentrated, the corporate governance structure cannot be adjusted in place, and it may not be able to adapt to market changes." After Kang Medical, in 2020, Weikang Medical carried out dividends several times, and distributed a total of 150 million yuan in cash dividends, far exceeding the net profit attributable to 2019, and these 150 million yuan dividends went into the pockets of the actual controllers.
The coincidence rate of fundraising and investment projects is high.
Weikang Medical intends to publicly issue no more than 15 million RMB ordinary shares this time, and will raise funds of 368.3 million yuan. Antibacterial silicone catheter new project", "annual production of 48 million sputum suction tubes and 10 million drainage bags new project", "medical polymer material research and development center construction project" and "medical device marketing network project".
The reporter of "China Times" noticed that it is not the first time that three fundraising projects have been proposed.
In 2017, when Weikang Medical sought to go public on the main board, the project to be invested in the raised funds was an expansion project with an annual output of 4.5 million silicone catheters and 7 million anesthesia masks, an annual output of 48 million suction tubes, and 1,000 drainage bags. Ten thousand, one-way valve 25 million new projects", "Medical Device Marketing Network Project" and "Medical Device R&D Center Construction Project". In 2019, Weikang Medical updated its prospectus. Project" was changed to "Medical Polymer Materials Research Institute Construction Project". In other words, three of the four projects planned to invest in this fundraising have been proposed as early as 2019. Among them, is the production increase project "annual production of 48 million sputum suction tubes and 10 million drainage bags a new project" still necessary since it was first proposed in 2017? In this regard, the reporter called Weikang Medical, but did not receive a response as of press time.
A reporter from "China Times" looked through the 2017 prospectus and the 2021 GEM IPO prospectus and found that the annual production capacity of the sputum suction tube series was 39.6 million pieces from 2018 to 2020, and the capacity utilization rate during this period was not saturated , the lowest is only 78.07%, and the annual production capacity of drainage bags from 2018 to 2020 is 1.8 million pieces. During this period, the capacity utilization rate will only reach 99.36% in 2020, and the lowest is only 81.82%. In addition, during the reporting period, the company's returns due to slow sales and near-expiration dates accounted for a relatively high proportion of the corresponding shipments in previous years, mostly exceeding 5%. After the "new project with an annual output of 48 million sputum suction tubes and 10 million drainage bags" is completed and reaches production capacity, according to the production capacity data in 2020, the sputum suction tube series will have an annual production capacity of 87.6 million pieces, and the annual production capacity of 11.8 million drainage bags .
This will not only bring pressure on the sales of Weikang Medical, but also bring greater challenges to management. As a medical device manufacturer, Weikang Medical was repeatedly punished due to product quality problems. The ethylene oxide residues did not meet the standard” and was punished twice. Last month, Weikang Medical was notified because of the unqualified UV absorbance of the disposable nasogastric tube.
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