Text: Wang Xinyi, researcher at IQHCJ
Editor: Xu Hui
After replying to the inquiry on November 16, there has been no new progress so far, Dijia Pharmaceutical Group Co., Ltd. (hereinafter referred to as Dijia Pharmaceutical) plans to be listed on the GEM, and the sponsor is Minsheng**. The number of shares to be issued to the public shall not exceed 63.6 million shares, accounting for no less than 10% of the total share capital after the issuance, and no more than 15%. The company plans to invest 63.1 billion yuan, which will be used for the second phase of the industrialization project of high-end API green technology, the construction project of the R&D center, the replenishment of working capital and the repayment of bank loans (1500 million yuan).
Dijia Pharmaceutical's father and daughter hold a total of nearly 9% of the shares, with a dividend of 2200 million yuan to raise 1500 million yuan to repay loans; The proportion of overseas revenue increased, and the gross profit margin was higher than the average of comparable peers; The controlling shareholder is the largest customer, and the company is insured by several people; The scale of inventory is large, the price drop is more than 80 million yuan, and four administrative penalties have been involved.
The father and daughter hold a total of nearly 9% of the shares, and the dividend is 2200 million yuan to raise 1500 million yuan to repay loans;
In March 2013, Disha Group and Disha Pharmaceutical Group Shandong Disha Pharmaceutical Co., Ltd. jointly invested in the establishment of Dijia Co., Ltd. with a registered capital of 10,000000,000 yuan. In August 2022, the overall change was changed to shares***
The company's controlling shareholder, Disha Group, was originally established in 1993, and became a private enterprise after the restructuring in 1997 and the withdrawal of state-owned assets thereafter. There were procedural flaws in the process of transferring state-owned shares of Disha Group. At present, the shareholders and shareholding ratio of Disha Group are: Disha Investment 9954%, Wang Dejun 026%, Wang Linjia 009%, Duo Yueying and other 14 other natural persons are 011%。
In October 2022, the company increased its capital by 16 new shareholders, and the capital increase was 1 yuan share, and the capital increase funds came from the loans of Desha Fimia Health Industry controlled by the actual controller. In December 2022, the company increased its capital again, and the employee shareholding platform Xindiya invested in the company with a ** share of 3 yuan, and the pricing was determined through negotiation with reference to the company's net assets per share at the end of November 2022. Since its establishment, Dijia Pharmaceutical has invested a total of 746.5 billion yuan. As of December 31, 2021, the company's cumulative undistributed profit was 292.7 billion yuan.
As at the date of this Prospectus, Disha Group held 4716% of the shares, is the controlling shareholder of the company. Wang Dejun directly holds 2457% of the shares, Wang Dejun's daughter Wang Linjia directly holds 888% of the shares, the two together directly hold 3345% of the shares. Wang Dejun and Wang Linjia hold a total of 75 Weihai Disha InvestmentWith 36% of the equity, Weihai Disha Investment *** holds 99% of Disha Group54% of the shares, Disha Group and its wholly-owned subsidiary, Disha Group Shandong Marketing Company, together hold 5548% stake; Wang Dejun holds Xindiya 1667% of the capital contribution is the executive partner of Xindia, and Xindia holds 014% of the shares. Therefore, Wang Dejun and Wang Linjia together control 8906% of the shares are the actual controllers of the company.
Among the company's fundraising projects, the total investment of the second phase of the green process industrialization project of high-end APIs is 35.5 billion yuan, of which the bottom liquidity is 7170310,000 yuan. The construction period of this project is 3 years, and a total of 837 sets of equipment (sets) are planned, 6 sets of new software systems are added, and 106 sets (sets) are used. In order to cooperate with the production of the project and ensure the sufficiency of production personnel, a total of 260 people will be assigned after the completion of the project, with an annual output of 64350 tons of API production capacity.
The consolidated asset-liability ratios of the company at the end of the reporting period were as follows: 51% and 1899%, the company's overall asset-liability ratio is low, the company plans to use 100 million yuan of raised funds to supplement liquidity, and use 50 million raised funds to repay bank loans. It is worth noting that in 2021 and 2022, the company's cash dividends will be 20 million yuan and 200 million yuan respectively, totaling 2200 million yuan, accounting for about 94% of the net profit in the reporting period. The CSRC requested clarification on the reasonableness of the funds to be raised to replenish liquidity and repay bank loans while paying large dividends.
The proportion of overseas revenue increased, and the gross profit margin was higher than the average of comparable peers;
Dijia Pharmaceutical Co., Ltd. is committed to the R&D, production and sales of APIs and pharmaceutical intermediates, the main API products include loxoprofen sodium, telmisartan, febuxostat, levamlodipine besylate, fodosteine, glipizine, candesartan cilexetil, flunarizine hydrochloride, atomoxetine hydrochloride, etc., according to the action site and mechanism of downstream preparations, mainly covering musculoskeletal system, cardiovascular system, digestive tract and metabolism, respiratory system and nervous system. At the same time, the company is also engaged in pharmaceutical intermediates such as dimidazole, p-bromomethylisopropionic acid and a small amount of biological products.
From 2020 to January to June 2023, Dijia Pharmaceutical's operating income was 307.3 billion yuan, 373.7 billion yuan, 515.3 billion yuan and 263.6 billion yuan, net profit was 5801790,000 yuan, 6998740,000 yuan, 114.7 billion yuan and 4902400,000 yuan.
During the reporting period, the company had three types of products: APIs, pharmaceutical intermediates and biological products, of which API and pharmaceutical intermediates were the main products, and the total sales revenue of the two was 300.8 billion yuan, 36.4 billion yuan, 510.8 billion and 2600 million yuan, accounting for the proportion of the main business income in the current period. 73% and 9964%, which is the main component of the company's main business income.
During the reporting period, Dijia Pharmaceutical's overseas sales revenue was 8,108400,000 yuan, 111.4 billion yuan, 171.9 billion and 5,768030,000 yuan, accounting for the proportion of main business income respectively. 57% and 2210%, the amount of overseas sales revenue continued to grow and accounted for a relatively high amount, mainly settled in US dollars, and the company's foreign exchange gains and losses were 119110,000 yuan, 66330,000 yuan, -129690,000 yuan and -64250,000 yuan.
In recent years, the global environment is complex and changeable, protectionism is rising, and adverse changes in the international environment may have a negative impact on the development of China's pharmaceutical industry. During the reporting period, the company's overseas customers are mainly located in Japan, South Korea and India, and if there is ** friction in the future, it may lead to the deterioration of bilateral economic and trade relations, which may have an adverse impact on the company's production and operation.
During the reporting period, the gross profit margins of Dijia Pharmaceutical's main business were as follows. 23% and 4515%, which is higher than the average of comparable peers. 31% and 3306%。
During the reporting period, the R&D expenses of Dijia Pharmaceutical were 4,108110,000 yuan, 4,323510,000 yuan, 4,775390,000 yuan and 2,344670,000 yuan, the company's R & D expense rate is. 27% and 889%, the proportion of R&D declined.
The controlling shareholder is the largest customer, and the company is insured by several people;
At present, Dijia Pharmaceutical has cooperated with Jiudian Pharmaceutical (300705SZ), Daiichi Sankyo Pharmaceutical (Shanghai)**Mitani (8066.)t）、yungjinpharm（003520.KS) and other well-known pharmaceutical companies at home and abroad have established long-term and stable cooperative relations, with a good reputation in the industry and great potential for business development.
The sales proportion of the top five customers in each period of the reporting period is: 71% and 3112%。In 2021, the top five new customers are Shandong Yuxin Pharmaceutical***, and in 2022, the top five new customers are Daiichi Sankyo Pharmaceutical (Shanghai)** and Japansopharchimco,ltd.From January to June 2023, the top five new customers are Shandong Provincial People's Pharmaceutical Industry***
The company's controlling shareholder, Disha Group, is mainly engaged in the research and development, production and sales of chemical preparations, in the company's downstream industry, the main products include loxoprofen sodium tablets, nifedipine sustained-release tablets (II), fodosteine tablets, candesartan citil tablets, etc., Disha Group is the company's second largest customer in 2020 and the first largest customer from January to June 2021 to 2023, and the company's sales to it are 3636620,000 yuan, 4170720,000 yuan, 4859590,000 yuan and 2778940,000 yuan, accounting for respectively. 43% and 1054%。During the reporting period, Disha Group only purchased a variety of raw materials from the company, and there were no other leading suppliers.
In addition, during the reporting period, the company leased the plant and special equipment of the Disha Group, and the real estate of the Disha Group was leased for production. Disha Group and Disha Group Shandong Marketing Company paid social security and provident fund for some employees of the company; Disha Group had deposited a small amount of products in the company's warehouse, during which the company delivered the goods on its behalf and paid the relevant shipping costs. In 2020, the company borrowed bank deposits from Disha Group244 billion yuan, 328.1 billion yuan.
In each period of the reporting period, the proportion of income generated by the company's related party transactions to the current operating income was as follows: 46% and 1054%, and the gross profit of the main business accounted for the proportion of the total gross profit of the main business in the current period. 16% and 952%, and the proportion of the costs incurred in the total operating cost of the current period is as follows. 17% and 152%, showing an overall downward trend.
During the reporting period, the total purchase amount of Dijia Pharmaceutical from the top five raw material suppliers was 3,352040,000 yuan, 5,114380,000 yuan, 8,259570,000 yuan and 3,217790,000 yuan, accounting for the proportion of the total procurement of raw materials in the current period. 53% and 3478%。It is worth noting that Shenyang Purui Biotech was established in 2021 and became the company's third largest business in 2022. According to public information, the second ** business was established on May 31, 2021, with a registered capital of 1 million yuan, and the number of social security payers in 2021 and 2022 is 1.
Weihai Xianke Chemical Glass Instrument *** is one of the top five ** merchants of the company from January to June 2020 to 2023, and the company's purchase amount from it is 657580,000 yuan, 1779200,000 yuan, 2226030,000 and 822320,000 yuan. Founded on August 1, 2007, with a registered capital of 3 million yuan, the number of social security contributors from 2020 to 2022 is 4, 6 and 5 respectively.
The scale of inventory is large, the price drop is more than 80 million yuan, and four administrative penalties have been involved.
At the end of the reporting period, the carrying value of Dijia Pharmaceutical's inventory was 8,448230,000 yuan, 9,198410,000 yuan, 224.9 billion yuan and 223.7 billion yuan, accounting for the proportion of current assets at the end of each period. 79% and 7610%。The book value of the company's inventory is relatively large, accounting for a high proportion of current assets. If there is an adverse change in market conditions, the product** may decline to a certain extent, and the company's inventory will be impaired. At the end of the reporting period, the balance of the company's inventory decline provision was 1,810230,000 yuan, 1,305220,000 yuan, 2,225280,000 yuan and 3,055050,000 yuan.
At the end of the reporting period, the company's accounts receivable book balance was 1,140110,000 yuan, 3,661390,000 yuan, 6,046600,000 yuan and 2,565250,000 yuan, accounting for the proportion of the current operating income respectively. 73% and 973%, showing an upward trend year by year.
On May 10, 2020, the Urban Management and Ecological Environment Bureau of Tianjin Binhai High-tech Industrial Development Zone issued the Administrative Penalty Decision No. 2020 006, which determined that Tianjin Dijia Pharmaceutical had the illegal act of collecting, storing, utilizing, and disposing of hazardous waste facilities or places without setting up hazardous waste identification signs, and imposed an administrative penalty of 10,000 yuan.
In November 2020, the Emergency Management Bureau of Wendeng District, Weihai City, inspected and found that the company had illegal acts of failing to complete and accept safety facilities before the construction project was put into production and use. The Emergency Management Bureau of Wendeng District, Weihai City, imposed an administrative penalty of 30,000 yuan on the company.
On August 12, 2021, when the Weihai Emergency Management Comprehensive Law Enforcement Detachment conducted a law enforcement inspection of the company, it was found that the company had illegal acts of special operations personnel who had not undergone special safety operation training, obtained corresponding qualifications, and worked on the job in accordance with the regulations, and the Weihai Emergency Management Bureau imposed a penalty of 0An administrative penalty of 50,000 yuan.
In January 2020, the Emergency Management Bureau of Tianjin Binhai High-tech Industrial Development Zone inspected and found that Tianjin Dijia Pharmaceutical failed to provide accident hazard investigation records and failed to truthfully record the investigation and treatment of accident hazards; For the illegal acts of storing n-hexane, acetonitrile and other hazardous chemicals in the labor protection supplies warehouse, and the storage methods and methods do not meet the requirements of national standards, the Emergency Management Bureau of Tianjin Binhai High-tech Industrial Development Zone imposed an administrative penalty of 80,000 yuan on the company.
Under the registration system, IPO companies should pay more attention to the quality of information disclosure, whether their business indicators can meet the listing requirements, and the subsequent sustainable business status.