This wave of divine operations can be called the "classic" of the classics. The surprise split the red, borrowed money under the pretext, increased the capital by idling, poured the left pocket into the right pocket, and the point was that the market had to pay for it in the end.
Not long ago, with the disclosure of the IPO review inquiry reply of Dijia Pharmaceutical Group Co., Ltd. (hereinafter referred to as "Dijia Pharmaceutical"), many issues involving the company's large dividends and business standardization have also surfaced, which makes people continue to see this unusual capital game.
Written by Ink.
Edited by Yang Mohan.
Two dividends split the profits of the past 3 years
According to the prospectus, Dijia Pharmaceutical is an enterprise mainly engaged in the research and development, production and sales of APIs and pharmaceutical intermediates, and its main products include loxoprofen sodium, telmisartan, febuxostat, levamlodipine besylate, fodosteine, glipizide, candesartan cilexetil, flunarizine hydrochloride, atomoxetine hydrochloride, etc.
From 2020 to the first half of 2023 (hereinafter referred to as the "reporting period"), Dijia Pharmaceutical's operating income was 30.7 billion yuan, 37.4 billion yuan, 51.5 billion and 2$6.4 billion; The net profit was 05.8 billion yuan, 07 billion yuan, 11.5 billion and 04.9 billion yuan. Among them, the revenue of API products accounts for about 75% of Dijia Pharmaceutical's main business income, which is the company's most important income**.
Large dividends before the IPO seem to have become an industry practice, and Dijia Pharmaceutical is not "cliché", with two dividends as high as 22 billion yuan. According to the prospectus, in August 2021 and January 2022, Dijia Pharmaceutical will pay dividends of 02 billion yuan, 20 billion yuan, a total of 22 billion yuan. It is worth noting that from 2020 to 2022, Dijia Pharmaceutical's net profit is only 24.3 billion yuan, that is to say, the company's two dividends have divided the profits of nearly three years.
Before October 2022, Dijia Pharmaceutical only had 2 corporate shareholders, namely 85% of the shares held by Disha Group and 15% held by Shandong Marketing Company of Disha Group, and the latter was also a wholly-owned subsidiary of the former. Among them, Wang Dejun and Wang Linjia, father and daughter, hold a total of 7536% equity. In other words, from 2020 to October 2022, Wang Dejun and Wang Linjia, father and daughter, have been indirectly controlling Dijia Pharmaceutical through Disha Group and Shandong Marketing Company, and are the actual controllers of Dijia Pharmaceutical. According to this calculation, Wang Dejun and Wang Linjia's father and daughter are from 22 billion yuan in the division of more than 15 billion yuan.
According to the prospectus, Wang Dejun has served as the director and deputy secretary of the Office of the Weihai Municipal Committee of the Communist Youth League, the deputy secretary of the Huancui District Committee of the Communist Youth League, the director and deputy manager of the Office of Weihai Pharmaceutical Company, a county-level enterprise in Weihai City, and began to concurrently serve as the deputy director of the Weihai Pharmaceutical Administration in February 1993.
Regarding the huge dividends, Dijia Pharmaceutical's explanation is that the dividend in 2021 will be 02 billion yuan is the annual normal dividend, and the dividend in 2022 will be 20 billion yuan, the purpose of which is to provide funds for the company's capital increase through natural person shareholders and realize the direct shareholding of natural person shareholders, thereby optimizing the company's equity structure and enhancing the in-depth identity of natural person shareholders after penetration.
Optimizing the shareholding structure is a good thing for a company that starts an IPO. However, it should be noted that Dijia Pharmaceutical's IPO application was accepted by the Shenzhen Stock Exchange in June 2023, but 16 natural persons bought shares at a low price in the eight months before this acceptance.
On October 12, 2022, the registered capital of Dijia Pharmaceutical was increased from 20 billion increased to 36 billion yuan, with an additional registered capital of 16 billion yuan by Wang Dejun, Wang Linjia, Duo Yueying and other 16 natural persons in the form of monetary contributions, this capital increase is the penetration of all natural person shareholders in the same proportion of capital increase, capital increase ** per share of 1 yuan. In December of the same year, the company increased its capital again, and the employee shareholding platform Xindiya became a shareholder at 3 yuan per share.
After the completion of the capital increase, Wang Dejun and Wang Linjia, father and daughter, directly held shares in Dijia Pharmaceutical89%, plus indirect shareholding, Wang Dejun and Wang Linjia's father and daughter control a total of 8906% of the shares.
Borrowing to increase capital in the left pocket and pouring into the right pocket
On the one hand, he said that the dividend of 200 million yuan was to provide funds for the company to penetrate the capital increase of natural person shareholders, and on the other hand, he said that he relied on borrowing to increase capital?
In the review inquiry letter, the exchange required Dijia Pharmaceutical to explain the identity of the relevant shareholders of the capital increase, the reason and reasonableness of the funds to the related parties of the issuer, the reasonableness of the 16 natural persons who borrowed the capital increase, and the fund repayment arrangement.
Dijia Pharmaceutical replied that before the capital increase, the company had two corporate shareholders, Disha Group and Disha Group Shandong Marketing Company, and the 16 natural person shareholders who penetrated planned to increase the capital of the company by 1600 million yuan to achieve direct shareholding, but personal funds are limited, so through Dijia Pharmaceutical to Disha Group dividends, through natural persons to borrow from Disha Group to raise funds. In November 2022, 16 natural persons borrowed 16 billion yuan for capital increase.
According to the Notice on Regulating the Collection and Administration of Individual Income Tax for Individual Investors (CS 2003 No. 158), the above-mentioned 16 natural persons borrowed from Disha Group with the possibility of paying a large amount of individual income tax at one time. In order to avoid taxes, the above-mentioned 16 natural persons repaid the loans of the Disha Group and turned to the loans of Femiya, a wholly-owned subsidiary of Disha Investment, the controlling shareholder of the Disha Group.
According to the reply to the inquiry letter, as of now, 16 natural persons have repaid 10 million yuan of principal to Femiaia, and the remaining 1500 million yuan principal. Dijia Pharmaceutical said, 1The principal of 500 million yuan will be repaid through dividends, personal salaries and other income of Dijia Pharmaceutical, Disha Investment, Disha Group and other companies.
In addition, during the reporting period, Dijia Pharmaceutical's operating cash flow declined year after year. According to the prospectus, from 2020 to 2022, the operating cash flow will be 08 billion yuan, 07.8 billion yuan, 03.1 billion yuan.
The quick ratio, which is used to measure the ability of the company's current assets to be used immediately to repay current liabilities, is also far below the industry average. According to the prospectus, from 2020 to 2022, Dijia Pharmaceutical's quick ratios will be ., respectively55, compared to the industry average of71。To a certain extent, this indicates that enterprises have more assets that cannot be realized in the short term, and their liquidity is relatively weak, and the pressure on short-term debt repayment is greater.
Large dividends and want to "replenish blood" from the market
In the past, a large amount of dividends and large amounts of borrowing, and now I want to borrow a large amount of IPO to "replenish blood", which seems to be a disguised way for the market to pay.
According to the prospectus, Dijia Pharmaceutical's IPO intends to raise 63.1 billion yuan, of which 35.5 billion yuan for the second phase of the green process industrialization project of high-end APIs, 12.5 billion yuan for the construction project of the R&D center, and the remaining 1$500 million will be used to replenish working capital and repay bank loans.
This 1Of the 500 million yuan, 100 million yuan is used to supplement liquidity$5 billion to repay bank loans. In this regard, Dijia Pharmaceutical said that the project will effectively meet the capital needs brought about by the expansion of the company's operating scale, reduce the company's asset-liability ratio, enhance the company's financial strength and improve the company's market competitiveness.
In addition to the amazing capital moves, Dijia Pharmaceutical and its controlling shareholder Disha Group also have related sales, related procurement and other business transactions. During the reporting period, Disha Group was the first of Dijia Pharmaceutical.
II. I.
First, the largest customer.
According to public information, Disha Group is engaged in the research and development, production and sales of chemical preparations, and is in the downstream industry of Dijia Pharmaceutical, and its main products include loxoprofen sodium tablets, nifedipine sustained-release tablets (II), fodosteine tablets, candesartan cilexetil tablets, etc.
According to the prospectus, during the reporting period, the total income from the sale of goods and services provided by Dijia Pharmaceutical to Disha Group was 03.6 billion yuan, 04.1 billion yuan, 04.9 billion and 02.8 billion yuan, accounting for the proportion of the current operating income respectively43% and 1054%。
In particular, it is reminded that the relationship between Dijia Pharmaceutical and Disha Group is not only a major shareholder and a major customer, but also provides guarantees for Disha Group regardless of risks. According to the prospectus, since 2019, Dijia Pharmaceutical has guaranteed Disha Group for a total of 8 times, with a single guarantee amount ranging from 28 million yuan to 80 million yuan, and the types of guarantees are joint and several liability guarantees, with a total guarantee amount of up to 39.1 billion yuan.
The mystery of this can only be known by oneself.
Disclaimer: The materials in this article are all from public information, and the article is for reference only and does not constitute investment advice.
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