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(Original title: Transaction counterparty suddenly becomes "related party"! Humanwell Pharmaceutical's purchase of a building for RMB 1.645 billion raises many questions)

Human happinessPharmaceutical (600079.SH) spent 1.645 billion yuan to purchase a batch of office buildings, apartments and villas more than two years ago. The company insistedtradeThe opponent was a "non-related party", but now it is suddenly recognized as a related transaction and must obtain approval from the shareholders' meeting. This dramatic scene has attracted market attention.

On the evening of July 31,Humanwell PharmaceuticalsThe company announced that it will hold the first extraordinary shareholders' meeting of this year on August 12 to review four proposals, including the proposal on the subsidiary's purchase of property assets and related-party transactions.Related PersonIn addition, other shareholders of the company will decide the final success or failure of the transaction through voting.

Counterparty role reversal

This "strange" transaction of Renfu Pharmaceutical dates back to March 2022. At that time, its wholly-owned subsidiaries Wuhan Renfu Pharmaceutical Co., Ltd. (hereinafter referred to as "Wuhan Renfu"), Wuhan Renfu Innovative Drug Research and Development Center Co., Ltd. (hereinafter referred to as "Renfu Innovation"), 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") purchased property assets from Wuhan Kemeilide Biotechnology Co., Ltd. (hereinafter referred to as "Kemeilide"), with a contract amount of up to 1.645 billion yuan.

Renmin Pharmaceutical did not announce this large expenditure at the time. It was not until June 9, 2022, when the company responded to the Shanghai Stock Exchange's "Information Disclosure Supervision Work Letter on the 2021 Annual Report of Renmin Pharmaceutical Group Co., Ltd." that it revealed for the first time that four subsidiaries had purchased 1.645 billion yuan of property assets from Kemeilide.

Not only that, Renmin Pharmaceutical also urgently "patched up" the situation - the company held a board meeting specifically for the transaction, supplemented the review and passed the proposal to approve the four subsidiaries to purchase property assets from Kemeilide. The company also disclosed the details of the transaction in a separate asset purchase announcement released on the same day (June 21, 2022).

The announcement at that time showed that the counterparty of this transaction, Fangke Meilide, was established on July 25, 2014. Its legal representative is Yang Xiangpeng, with registered capital of 110 million yuan. It is mainly engaged in real estate development business and is not a dishonest debtor. The company is a wholly-owned subsidiary of Wuhan Dangjing Commercial Management Co., Ltd. (hereinafter referred to as "Wuhan Dangjing") and its actual controller is Liu Bojun.

In the announcement at the time, Renmin Pharmaceutical stated that, except for this transaction, there were no other relationships between Kemeilide and the company in terms of property rights, business, assets, claims and debts, personnel, etc., and this transaction did not constitute an affiliated transaction, did not constitute a major asset reorganization, did not need to be submitted to the company's shareholders' meeting for deliberation, and there were no major legal obstacles to the implementation of the transaction.

However, on July 26, 2024, Renmin Pharmaceutical released 16 announcements at once, including the 2024 semi-annual report and the first half dividend plan. Among them, the announcement on the subsidiary's purchase of property assets and related transactions mentioned the above-mentioned 1.645 billion yuan transaction again. Renmin Pharmaceutical said that the company recently received a notice from its controlling shareholder, Wuhan Contemporary Technology Industry Group Co., Ltd. (hereinafter referred to as "Contemporary Technology"), stating that Contemporary Technology's subsidiaries can have a significant impact on Kemeilide's shareholders due to business relationships. Therefore, Kemeilide is a related party of the company, and this transaction constitutes a related transaction.

On the same day, with all five non-affiliated directors voting in favor, the 68th meeting of the 10th Board of Directors of Renmin Pharmaceutical reviewed and approved the transaction. The company said that this transaction constitutes an affiliated transaction and still needs to be approved by the shareholders' meeting. The affiliated persons with interests in the affiliated transaction will give up their voting rights on the proposal at the shareholders' meeting.

"This related transaction is to meet the long-term operating needs of the company's subsidiaries, provide necessary office space and talent and technical support for business operations, and is conducive to the company's sustainable development." Renmin Pharmaceutical said in the announcement that the funds for the purchase of assets came from its own funds, and the payment of the transaction price will have a certain impact on the company's cash flow, but the overall impact is limited and will not have a significant impact on the company's financial condition and operating results.

There are early signs of a relationship

In fact, there were early signs that Renmin Pharmaceutical's purchase of property assets developed by Kemeilide at a cost of 1.645 billion yuan was an affiliated transaction.

Information on the website of the Wuhan Housing and Urban Renewal Bureau shows that Comelide has only one commercial housing development project in Wuhan, with the registered name "Renfu International Health City". It is located at No. 66, Guanggu 3rd Road, with a total of 22 buildings and 791 houses, including three commercial office buildings with more than 20 floors and several commercial villas.

The Economic Information Daily reporter learned from an interview that the project was publicly sold in the early days. The commercial office building project was named "Dangdai Dream Space" and sold apartments; the commercial villa project was called "Dangdai Mingshanzhu". This information can still be seen on multiple real estate trading platforms. Not only is the project name closely related to "Dangdai", but many local real estate agents told reporters that both projects are "owned by well-known local Hubei companies".Contemporary” development.

On August 1, the reporter visited the site and found that the words "Dangdai·Mingshanzhu" on the wall at the northeast corner of the project had disappeared. The project name of the three commercial office buildings has also been changed to "Dream Space", and the logo of Renfu International Health City has been hung on the roof.

Kemeilide was actually established by Renmin Pharmaceutical in July 2014. At the beginning, it planned to carry out assisted reproduction, medical care and other businesses. In January 2018, Kemeilide's business scope expanded to real estate development and prepared to carry out medical care project construction. Later, due to the adjustment of public hospital reform policies and the "core focus" work approach, Renmin Pharmaceutical decided to withdraw from the medical service field and sold Kemeilide's equity in August 2019.

According to the announcement disclosed by Renmin Pharmaceutical on June 21, 2022, the legal representative of Kemeilide at that time was Yang Xiangpeng, and the controlling shareholder was Wuhan Dangjing. Tianyancha data shows that Yang Xiangpeng is not only the legal representative of Wuhan Dangjing, but also the legal representative of Wuhan Optics Valley International Optoelectronic Resource Allocation Center Co., Ltd. and Wuhan Yuao Technology Development Co., Ltd. at that time. Both companies are wholly-owned subsidiaries of Wuhan Contemporary Real Estate Development Co., Ltd. under the "Contemporary Group".

In addition to the obvious intersection of personnel and the "Contemporary System", Wuhan Dangjing also has many connections with the Contemporary System in terms of industrial and commercial information. Tianyancha data shows that in June 2022, Wuhan Dangjing's contact number at the time was 027-81732200, which is the same as the contact number of many "Contemporary System" companies such as Wuhan Optics Valley International Optoelectronic Resource Allocation Center Co., Ltd., Wuhan Yuao Technology Development Co., Ltd., Wuhan Contemporary Real Estate Development Co., Ltd., and Wuhan Contemporary Real Estate Development Co., Ltd. A reporter from the Economic Information Daily tried to call the number, and a voice prompt came, "Wuhan Contemporary Real Estate Group welcomes your call."

Public information shows that Contemporary Technology, the controlling shareholder of Renfu Pharmaceutical, is known as the "Contemporary Group" in the capital market. The actual controller is Ai Luming. It has many business sectors, covering medicine, real estate development, finance, tourism, education, etc., and has participated in the control of many listed companies such as Renfu Pharmaceutical and Sante Cableway (002159.SZ). Since April 2022, due to the failure to repay part of the principal and interest of the medium-term notes on time, the funding shortage problem of the "Contemporary Group" began to be exposed, and it is still in a debt crisis.

After payment, the project was temporarily suspended

Not only that, there were also many doubts about Renmin Pharmaceutical's performance in terms of payment rhythm and transaction price.

The announcement shows that four subsidiaries of Renfu Pharmaceutical signed property asset purchase contracts with Kemeilide on March 10 and March 11, 2022. Then Wuhan Renfu, Renfu Innovation and Tianrun Health paid 80% of the total transaction price to Kemeilide on March 17, 2022, which were 408.4125 million yuan, 374.0078 million yuan and 312.0406 million yuan respectively. The remaining 20% ​​of the transaction amount will be paid within 7 working days from the date when Kemeilide completes the real estate registration of the transaction subject.

Yichang Renfu paid 50 million yuan and 100.507 million yuan to Kemeilide on March 11 and March 14, 2022, respectively, which was the total transaction price for the purchase of the apartment. On March 30, it paid 126.3999 million yuan to Kemeilide, which was the total transaction price for the purchase of the talent apartment. This also means that within 20 days after the signing of the contract, Renfu Pharmaceutical paid a total of 1.371 billion yuan to Kemeilide. At that time, not only was most of the transaction subject still under construction, there was uncertainty about whether it could be delivered on schedule, and the debt problem of the "Contemporary System" also attracted market attention at the time.

It is worth noting that shortly after Renfu Pharmaceutical paid the money, the project was suspended. The Economic Information Daily reporter learned that in April 2022, Hubei Huanyazhen Construction Engineering Co., Ltd., the general contractor of Renfu International Health City, posted several notices on the walls around the project, saying that as of April 30, Kemeilide owed 350 million yuan in construction fees and had not paid them according to the contract. The company was no longer able to continue to advance the project construction funds, causing the Renfu International Health City project to be forced to suspend construction.

However, in an announcement on July 26 this year, Renmin Pharmaceutical revealed that all the property assets purchased in this exchange have been delivered and the real estate certificate will be processed in December 2023. The contract price is 1.645 billion yuan, and the actual settlement price after adjustment according to the registered area of ​​the real estate certificate is 1.639 billion yuan.

The price of this transaction is also strange. According to Renfu Pharmaceutical's announcement in June 2022, the pricing of the property assets purchased in this transaction is based on the real estate market price or the average sales filing price around the East Lake New Technology Development Zone, and is determined through negotiation between the two parties to the transaction. Among them, the average price of office property assets purchased by Wuhan Renfu, Renfu Innovation, and Tianrun Health is 10,500-12,800 yuan/square meter (excluding public areas); the average price of 275 apartments purchased by Yichang Renfu is 10,500 yuan/square meter, and the 10 talent apartments purchased are single-family properties with 3 floors above ground and 2 floors underground. The average price calculated by gross floor area is 70,400 yuan/square meter.

At that time, Renmin Pharmaceutical said that after research and comparison in the surrounding areas, each subsidiary chose to purchase the above-mentioned property assets. The transaction price was lower than the surrounding market price or the sales registration price, which the company believed was fair and reasonable.

The appraisal report issued by Zhongjing Minxin (Beijing) Asset Appraisal Co., Ltd., which Renfu Pharmaceutical hired and has securities and futures-related business qualifications, shows that the market value of the villas, office buildings and apartments purchased in this transaction at No. 66 Guanggu 3rd Road, Donghu New Technology Development Zone on the valuation base date of December 31, 2023 is 1.661 billion yuan. Among them, the construction area of ​​10 villas purchased by Yichang Renfu is 179.65 square meters, the original book value is between 11.8 million yuan and 13.4 million yuan, and the book net value is between 10.2 million yuan and 11.6 million yuan. Calculated by net value, the unit price of these 10 villas is between 57,000 yuan and 64,500 yuan per square meter.

On August 1, a reporter from the Economic Information Daily found through an inquiry on the Lianjia APP that there are currently four second-hand villas for sale at Contemporary Mingshanzhu, all of which have a construction area of ​​124 square meters. The listed prices range from 3.5 million yuan to 4.9 million yuan, equivalent to a unit price of 28,100-39,500 yuan per square meter, which is much lower than the price at which Renmin Pharmaceutical originally purchased the villas and the current appraisal price.

A senior local real estate agent told reporters that there were still first-hand villas for sale in the project in mid-2022, and the average price reported at that time was about 47,000 yuan per square meter. "The real estate market is sluggish now, and housing prices continue to fall. The prices of second-hand villas in the surrounding area have fallen sharply, not to mention that this (referring to Contemporary Mingshanzhu) is a commercial villa with a 40-year property right."