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Yangtze Business Daily News● Yangtze Business Daily reporter Shen Yourong

The ownership change plan that has attracted much attention in the industry has surfaced, and China Resources will become the new actual controller of Tasly (600535.SH).

On August 4, Tasly issued a notice of change of control, and the company's controlling shareholder Tasly Biopharmaceutical Industry Group Co., Ltd. (hereinafter referred to as "Tasly Group") and its concerted actors signed a "Share Transfer Agreement" with China Resources Sanjiu, intending to transfer a total of 28% of the company's equity to China Resources Sanjiu for a total transfer price of approximately RMB 6.212 billion. In addition, Tasly Group also transferred 5% of the company's equity to a third party.

After the completion of this transaction, China Resources Sanjiu will become the controlling shareholder of Tasly, and Tasly Group will become the second largest shareholder.

Why did Tasly suddenly change its owner? In recent years, Tasly's overall operating performance has been relatively stable. In 2023, its profit exceeded 1 billion yuan and its financial condition was good.

Market analysts said that Tasly Group has completed the handover and Yan Kaijing has been in charge for 10 years. Yan Kaijing may move to the mass consumption sector, focusing on Guotai Liquor.

Guotai Liquor had planned an IPO, but has not made any progress so far, and its related transactions have been questioned. What new blueprint will Yan Kaijing plan after withdrawing from Tasly? The market is paying close attention to it.

Yan Kaijing and his family will cash out 7.3 billion

By transferring the controlling rights of Tianshili, Yan Kaijing and his family will cash out 7.3 billion yuan.

According to the announcement, on August 4, Tasly Group and its joint actors Tianjin Heyue Technology Development Partnership (Limited Partnership), Tianjin Kangshun Technology Development Partnership (Limited Partnership), Tianjin Hongxun Technology Development Partnership (Limited Partnership), Tianjin Tongming Technology Development Partnership (Limited Partnership), Tianjin Shunqi Technology Development Partnership (Limited Partnership), and Tianjin Shanzhen Technology Development Partnership (Limited Partnership) signed a "Share Transfer Agreement" with China Resources Sanjiu.

According to the agreement, China Resources Sanjiu acquired approximately 418 million shares of Tasly held by Tasly Group and its joint actors, accounting for 28% of the company's total share capital. The transfer price was 14.85 yuan per share, and the total transfer price was approximately 6.212 billion yuan.

On the same day, Tasly Group also signed a "Share Transfer Agreement" with Guoxin Investment Co., Ltd. (hereinafter referred to as "Guoxin Investment"), stipulating that Guoxin Investment would acquire approximately 74,697,500 shares of the company held by Tasly Group, accounting for 5% of the company's total share capital. The transfer price was also 14.85 yuan per share, and the transfer price was 1.109 billion yuan.

After the completion of this transaction, Tasly's controlling shareholder will be changed from Tasly Group to China Resources Sanjiu, and the actual controller will be changed from Yan Xijun, Wu Naifeng, Yan Kaijing and Li Bihui to China Resources.

In addition, Tasly Group issued a written commitment, promising that after the above-mentioned shares are registered under the name of China Resources Sanjiu, it will give up the voting rights corresponding to its 5% shares in Tasly, so that the proportion of voting rights controlled by it will not exceed 12.50%.

Currently, Tasly Group holds 45.75% of Tasly's shares, and Tasly Group and its persons acting in concert hold a total of 50.50% of the company's shares. After the completion of this transaction, Tasly Group and its persons acting in concert will hold a total of 17.50% of the shares.

In summary, through the above equity transfer, Tasly Group and its persons acting in concert will cash out a total of about RMB 7.321 billion. Tasly Group and its persons acting in concert are actually controlled by Yan Kaijing, Wu Naifeng, Yan Xijun and Li Bihui. Among the four, Yan Xijun and Wu Naifeng are Yan Kaijing's parents, and Li Bihui is Yan Kaijing's spouse.

The equity transfer price is 14.85 yuan per share. Compared with the closing price of 14.08 yuan per share on the previous trading day before the company was suspended for planning this matter, the premium rate is about 5.47%, which is relatively low.

What the market is curious about is why Yan Kaijing wants to transfer the controlling rights of Tianshili?

Tasly was founded by Yan Xijun from scratch and listed on the A-share market in 2002. It has successfully developed a large-scale automated dripping pill production line with international advanced level. Its leading product, Compound Danshen Dropping Pill, has entered the pharmaceutical markets of South Korea, Vietnam and other countries and regions as a drug. The Yan family has been on the rich list many times.

In the 11 years since 2013, Tasly's profits have been relatively stable, except for the sharp fluctuations in performance due to market factors in 2021 and 2022. In 2023, the company's net profit attributable to shareholders of the parent company (referred to as "net profit") was 1.071 billion yuan; in the first quarter of this year, net profit continued to grow.

As of the end of 2023, Tasly’s asset-liability ratio was 24.08%, and its cash and cash equivalents at the end of the period reached 4.451 billion yuan.

New Challenges for the Yan Family

The Yan family must have had its own overall considerations for deciding to transfer the controlling stake in Tasly, but the outside world is not aware of it yet.

Judging from public information, the Yan family has completed the handover and intends to expand the pharmaceutical industry.

Yan Kaijing, born in 1979, is the only son of Yan Xijun. In 2006, Yan Kaijing began to take over the management of Tasly's pharmaceutical packaging company. A year later, Yan Kaijing joined the investment department of Tasly Group, and then he established the investment department and strategic development department within the group to engage in industrial investment. In 2008, Yan Kaijing formed an industrial acquisition and merger team. After the strategic investment business group was separated from Tasly Group, Tasly Capital was established and Yan Kaijing served as chairman.

In 2012, Yan Kaijing became the general manager of Tianshili. Two years later, he took over the position of chairman from his father Yan Xijun. At this time, Yan Kaijing was only 35 years old.

Yan Kaijing has the ambition to do something big. After taking the helm of Tasly, Yan Kaijing promoted drastic reforms, including large-scale investment.

Yan Kaijing also made industrial adjustments to Tasly. In June 2020, Tasly announced that it planned to sell 99.9448% of the equity of Tasly Marketing to Chongqing Pharmaceutical for 1.489 billion yuan, and Tasly used this opportunity to withdraw from the third-party pharmaceutical product distribution and delivery business platform.

On September 25, 2023, Tasly announced that it planned to sell 90% of its shares in Liaoning Tasly Pharmacy Chain Co., Ltd. and 60% of its shares in Jinan Pingjia Pharmacy Co., Ltd. to Shuyu Pingmin. However, the transaction was not completed.

So, what will the Yan family do after transferring the controlling rights of its core asset Tasly?

The official website of Tasly Group shows that the health consumption and service industry is its important industrial sector, mainly including Guotai Liquor, Diboer Bio-tea, Tasly mineral drinks, etc.

The most popular one is Guotai Liquor. In 1999, the Yan family acquired a time-honored liquor factory in Maotai Town, which is the predecessor of Guotai Liquor. Today, Guotai has grown into a time-honored liquor company known as the "Three Tais of Guizhou" together with Maotai and Diaoyutai.

On May 21 this year, 71-year-old Yan Xijun resigned as chairman of Guotai Liquor and his son Yan Kaijing took over. Since then, Guotai Liquor has undergone a number of personnel changes and changed its name to Guotai Digital Liquor.

Many years ago, Guotai Liquor planned to go public, but it has never been successful. The prospectus shows that from 2017 to 2020, Guotai Liquor's operating income increased from 573 million yuan to 4.005 billion yuan.

With the transfer of control of Tasly, the market speculates that the Yan family will shift its focus to Guotai Liquor.

Tasly Group has related transactions with Guotai Liquor. The 2023 annual report shows that Tasly Group continues to purchase liquor from Guotai Liquor. From 2021 to 2023, the purchase amount was approximately RMB 53.925 million, RMB 62.589 million, and RMB 65.749 million, respectively, totaling nearly RMB 200 million in three years.

After cashing out 7.3 billion yuan, what will the Yan family do next? No matter what they do, Yan Kaijing will face new challenges.