crashnitrokartswitch| Sell wheat beans before IPO and plan to buy them back at a higher valuation. Mai Lande receives inquiry letter

editor2024-05-27 02:05:315Academia

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On May 25th, Melland issued an announcement and received a letter of inquiry on matters related to the acquisition of equity and related transactions by Nanjing Melland Medical Technology Co., Ltd., issued by the Management Department of Science and Technology Innovation Board Company of Shanghai Stock Exchange.

On May 24, Melland issued an announcement that he intended to pay with his own funds.Crashnitrokartswitch92.5 billion yuan to acquire a 55% stake in Nanjing Maidou Health Technology Co., Ltd. (referred to as "Maidou Health"). Among them, the shares of Zheng Weifeng, the former shareholder of Maidou Health, and 6.2706% of the original shareholder, Nanjing Mai Chuang Enterprise Management Partnership (Limited Partnership) (referred to as "McChuang Partnership"), 8.0306% of the original shareholder Nanjing Xinlan Equity Investment Partnership (Limited Partnership) (referred to as "Xinlan Investment"), and 1.6722% of the original shareholder Wu Henglong, respectively, were transferred in the form of transferable shares.

Xinlan Investment is an industrial fund established with the participation of Melland, which is a related legal person, and this investment constitutes a related party transaction. According to public information, McDonald's partnership was established in February 2022 and acquired a stake in Maidou Health in March 2022. Xinlan Investment was established in April 2023 and acquired a stake in Maidou Health in June 2023. In addition to Maidou Health, Mak Chuang Partnership and Xinlan Investment did not carry out other outbound investments. In March 2024, Xinlan Investment introduced two partners, Fangji Yin and Zheng Weijuan. Melland sold Maidou Health to Zheng Weifeng in 2019 and bought it back through this investment. There is a big difference in valuation between the two transactions.

The Shanghai Stock Exchange asked Mak Lande to explain whether Dong Jiangao and his close relatives, employees and former employees have a relationship or potential interest relationship with the partners of Zheng Weifeng, Wu Henglong, Xinlan Investment and Mak Chuang Partner. and indicate whether there are other special arrangements for this investment. The reasons and pricing basis for Xinlan Investment and Mak Chuang Partnership to invest in Maidou Health, and explain the differences, reasons and rationality between the valuation of this investment and that of the previous two investments; whether Xinlan Investment is a specially established entity for investing in Maidou Health, and explain the background of other partners of Xinlan Investment; whether the company has performed this related party transactionCrashnitrokartswitchThe necessary review procedures were put in place.

crashnitrokartswitch| Sell wheat beans before IPO and plan to buy them back at a higher valuation. Mai Lande receives inquiry letter

Malland bought Maidou Health in September 2018 and sold a 98 per cent stake to Zheng Weifeng for 2.6984 million yuan in September 2019 because the integration was not as good as expected. At the time of the transfer, the operating income of Maidou Health in the most recent year was 2.2068 million yuan, the net profit was-165300 yuan, and the overall assessed value was 2.7535 million yuan.

The Shanghai Stock Exchange asked Melland to explain the reasons and reasonableness of Mai Bou Health's purchase before IPO and this repurchase at a higher valuation; the specific reasons why the integration of Maidou Health was not as expected in 2019; after the completion of this investment, whether the company's proposed integration measures for Maidou Health's business, assets, finance and personnel have been improved compared with the previous acquisition. After the completion of this investment, Maidou healthy future business development plan.

The latest audited net asset of Maidou Health is 28.3556 million yuan, the most recent year's operating income is 62.4762 million yuan, and the net profit is-3.6407 million yuan. The estimated value of all shareholders' equity based on March 31, 2024 is 351 million yuan, which is 1237.45% higher than that of book net assets.

The Shanghai Stock Exchange asked Melland to disclose the specific evaluation process and relevant evaluation parameters of the income method; combined with the main financial situation of Maidou Health, such as its main business and market position, net profit commitments in the next three years, further explain in detail the reason and rationality that its valuation is higher than its book net asset increment rate. Combined with the changes of Maidou Health business model and financial data, it is explained that the valuation of Maidou Health on March 31, 2024 is quite different from that on June 30, 2019, and the amount of goodwill generated by this investment is disclosed. and further supplement the risk hint on the goodwill impairment risk after the completion of the investment; supplement the evaluation report of the investment.

According to the prospectus for the initial public offering of shares of Nanjing Mailande Medical Technology Co., Ltd. and listed in Science and Technology Innovation Board, from 2019 to 2021, McLande carried out related transactions such as sales of products, procurement of goods and services, rental of real estate, free use of Maidou Health trademarks and other related transactions to Maidou Health, and continued to disclose transactions with Maidou Health in accordance with the requirements of related transactions from 2021. However, since the listing, the company has not disclosed the situation of trading with Maidou Health.

The Shanghai Stock Exchange asked Melland to disclose the details of the transaction between the company and Maidou Health in the past two years, and to indicate whether the company has completed the necessary review procedures for the transaction with Maidou Health since its listing. Whether it meets the disclosure caliber and information disclosure consistency requirements in the company's prospectus.

In addition, the SSE also asked Melland to disclose additional details about the health of wheat and beans; the business model and growth of wheat and beans, financial data for the past two years, income structure for the past two years, gross profit margin and sales expense rate, and the situation of major customers and suppliers. Combined with the main business of wheat and bean health, market share, comparison with companies in the same industry, and e-commerce sales characteristics, this paper analyzes its subsequent growth space, income stability and growth prospects, profitability and sustainability, and further analyzes and explains its market position and core competitiveness.

(source: Beijing News)