On September 28th, Dean diagnosed the “Clarification Announcement on Media Reports†and clarified the “Dangerous Dean Diagnostics†report issued by the securities network, mainly from the company's fund situation, accounts receivable and inventory items, and business. Explain the six aspects of reputation, investment efficiency, Qingdao Zhiying equity transfer and business model.
The "Dangerous Dean Diagnostics" report was published on the securities network on September 21, 2018, saying that Dean diagnosed the existence of "decreasing the scale of the contraction," "dangerous capital chain," "increased receivables," and "business." The four top issues of the suspicion. After the release, the article was reprinted by other financial media and widely spread on the Internet.
In this regard, Dean diagnosed and responded that the company involved in the report “has a huge pressure on short-term debt repayment, tight capital chainâ€, “significant increase in accounts receivable in the first half of 2018â€, and “accounting policies for bad debt provision†are obviously the same. The industry is more radical, "the real business situation of the acquired company is a mystery", "the long-term equity investment income is not high and the efficiency of the use of funds is low", such as distorted reports and exaggerated descriptions, causing serious misleading to investors.
In terms of the capital chain, the report pointed out that “at present, Dean’s diagnosis of monetary funds is only 535 million yuan, which not only cannot cover the total amount of interest-bearing liabilities, but also cannot be covered by short-term interest-bearing bonds. Huge. Therefore, this plan is crucial." In this regard, Dean diagnosed and responded, "This discussion does not meet the common sense of financial management. The company retains cash not only for waiting to repay short-term debt, the company will pass the budget and capital use plan In the form of reasonable arrangement of capital operation circulation and debt repayment. In terms of financing and solvency, the company still has more than 1 billion yuan of comprehensive bank credits not used, 400 million yuan of medium-term notes can be replaced and re-registered, and 800 million yuan of ultra-short-term has been registered. If it has not been issued yet, it can effectively supplement the liquidity requirements, and after the company's non-public offering of funds is in place, it can effectively expand the capital and further optimize the structure of assets and liabilities, especially to meet the needs of long-term funds."
In terms of receivables, the report pointed out that “the company’s accounts receivable increased significantly in the first half of 2018â€, “the proportion of bad debt provision is lower than that of peer companiesâ€, “high inventory is not accrued for price reductionâ€, Accounting policies are significantly more radical than the industry." In this regard, Dean diagnosed and responded: "In the first half of 2018, the increase in the company's accounts receivable was mainly due to the increase in the company's newly incorporated subsidiaries. The initial period of the reduction period increased by 23.42% compared with the beginning of the year. Consistent with income growth."
In terms of goodwill, the report is inferred from the goodwill matters, "the real business situation of the acquired company becomes a mystery" and other relevant conclusions. In this regard, Dean diagnosed and responded: “As of the end of the first half of 2018, the company conducted impairment test on related assets including goodwill, and the related companies operated normally. No significant signs of goodwill impairment have been found.â€
The following is the clarification statement:
1. Description of the company's funds mentioned in the report
In September 2017, the company launched the non-public offering project; in April 2018, the company adjusted the non-public offering scale and other factors according to the regulatory requirements of the China Securities Regulatory Commission and the funding requirements of the company's fundraising projects, and Laws and regulations required to fulfill the information disclosure obligations; in July 2018, the company's non-public offering project was approved by the China Securities Regulatory Commission; in August 2018, the company obtained the approval of the China Securities Regulatory Commission; as of now, this non-public offering is progressing smoothly In the process.
According to the report, “At present, Dean’s diagnosis of monetary funds is only 535 million yuan, which can not only cover the total amount of interest-bearing liabilities, but also the short-term interest-bearing liabilities cannot be covered.†The company’s short-term debt repayment pressure is huge and the capital chain is tight. Stretching conclusions, the relevant discussion does not meet the common sense of financial management. In enterprise management, one of the principles of fund management is to improve the efficiency of capital use and reduce the redundancy of monetary funds under the guarantee of reasonable capital demand. The company retains cash not only to wait for the repayment of short-term debts, but the company will rationally arrange capital flow and debt repayment through budget and capital use plans.
In terms of financing and solvency, the company still has more than 1 billion yuan of comprehensive bank credits not used, 400 million yuan of medium-term notes can be replaced and re-registered, and 800 million yuan of ultra-short-term has been registered and not yet issued, which can effectively supplement liquidity requirements. Moreover, after the company's non-public offering of funds raised in place, it can effectively expand capital and further optimize the structure of assets and liabilities, especially to meet the needs of long-term funds. In addition, the company has basically completed the construction of a nationwide channel network and service platform in the past two years. In the future, with the new network outlets gradually profitable, the innovation model will bring higher performance returns, business volume in the special inspection field, and accounts receivable. With the strengthening of recycling and the continuous optimization of the financing structure, the company's internal hematopoietic capacity will gradually increase, further reducing the risk of financial leverage.
2. Description of accounts receivable and inventory items mentioned in the report
In the first half of 2018, the increase in the company's accounts receivable was mainly due to the increase in the company's newly incorporated subsidiaries. The initial period of the reduction period increased by 23.42% compared with the beginning of the year, which is consistent with the income growth. There is no relaxation. The credit policy has suddenly increased revenue. The company's main customers are public hospitals, and the risk of bad debts is extremely low. Therefore, the proportion of bad debts in the company's bad debt policy is 1%, which is in line with the principle of prudence. The same industry company Jinyu Medicine, Daan Gene Pair 1-6 The proportion of bad debts for accounts receivable for the month was 1% and 0.5% respectively. Therefore, the company has no obvious difference with the companies in the same industry, and there is no significant accounting policy.
With regard to inventories, the company's inventory at the end of June 2018 increased by 9.79% from the beginning of the year after deducting the consolidation factor, which coincides with the increase in operating income. The company's inventories are mainly diagnostic reagents and diagnostic instruments. The reagent inventory is in the warranty period. The number of diagnostic instruments sold by the company is in the effective order with the major hospital customers. The inventory turnover is in a virtuous circle, and the inventory is expected to be sluggish during the shelf life. The possibility is very small, so the company has not made any provision for price reduction.
In the report, “the company’s accounts receivable increased significantly in the first half of 2018â€, “the proportion of bad debt provision is lower than that of peer companiesâ€, “high inventory is not accrued,†and “accounting policies are significantly more than the same industry.†The radical discussion and other related expositions have obvious exaggerated tendencies and mislead investors.
3. Description of the goodwill matters mentioned in the report
On the basis of goodwill matters, the company disclosed the “Reply on the letter of inquiry for the preparatory work for the non-public offering of shares of the company's GEM†on July 13, 2018 in the website of the China Securities Regulatory Commission's designated information disclosure website. The two questions have provided a comprehensive and detailed reply to the company's goodwill matters, including the relevant information of Xinjiang Yuanding Medical Devices Co., Ltd. and Beijing United Zhixin Medical Technology Co., Ltd. mentioned in the report. For Qingdao Zhiying Medical Technology Co., Ltd. (hereinafter referred to as “Qingdao Zhiyingâ€), the company's P/E ratio and P/B ratio are lower than the average ratio of comparable transactions of listed companies in the same industry, and in accordance with relevant laws and regulations. The announcement is required, and there is no information that should be disclosed but not disclosed. The larger scale of goodwill is mainly due to the large scale of its operations.
As of the end of the first half of 2018, the company conducted impairment test on related assets including goodwill. The relevant companies operated normally and no obvious signs of impairment of goodwill have been found.
In the report, the relevant conclusions and exaggerated descriptions of the “acquisition of the real business situation of the acquired company†inferred from the goodwill matters are not alarming, and the company has a bad influence on the company.
4. Explanation of the investment efficiency mentioned in the report
The report only concludes that the company's capital use efficiency is poor through the book value and investment income of long-term equity investment in the first half of 2018, which is logically misleading. In the first half of 2018, part of the company's long-term equity investment is an industrial fund. According to the accounting method based on the cost method, the investment income is not recognized during the holding period, and the income is recognized after the industrial fund is liquidated. The other part of the long-term equity investment is mainly held by the company. Some Zhejiang Bosheng Biotechnology Co., Ltd. (hereinafter referred to as "Bosheng Bio") equity (including investment income recognized in previous years). The decrease in investment income in the first half of 2018 was mainly due to the decrease in the proportion of shares held by Bosheng Bio in the first half of 2018.
5. Explanation of the transfer of Qingdao Zhiying Equity mentioned in the report
In the report, the author confirms the price of Qingdao Zhiying's equity transfer, whether the Hangzhou Hailu Equity Investment Partnership (hereinafter referred to as “Hangzhou Hailuâ€) is a related party, whether there is interest transfer and the integrity of relevant information disclosure. question.
Hangzhou Hailu is one of the industrial funds invested by the company. The other partners are independent financial institutions. There is no relationship between the company and the company's directors, the actual controller Chen Haibin and the shareholders of Qingdao Zhiying. Through mergers and acquisitions, the company chooses to integrate the industry at a lower cost, and maximizes the benefits of listed companies, which is a normal way of capital operation. At the same time, when Hangzhou Hailu acquired Qingdao Zhiying and transferred it to the company, it hired a third-party evaluation agency with securities qualification to evaluate it. The transfer price was fair, there was no interest transfer phenomenon, and the company had Laws and regulations require an announcement, and there is no information that should be disclosed but not disclosed.
6. Further explanation of the business model mentioned in the report
The company has been deeply involved in the IVD industry for more than 20 years and has been a pioneer in model innovation. From the initial 1.0 version of the product agent to the 2.0 version of service outsourcing, to the 3.0 version of the cooperation, the company continues to explore and adjust.
Business model, seeking a business model that maximizes the company's strengths. At present, relying on the effective cooperation of these three models, the company aims to build a strategic positioning of “medical diagnosis integrated service provider†platform-based enterprises, deepen the implementation of the “service + product†integration strategy, and attach great importance to innovative business such as cooperation and joint construction. Advance the model, strengthen the deep cooperation with regional leading hospitals in regional inspection centers, etc., further enhance the depth and stickiness of cooperation with hospitals, and lay out the development direction of future industry policies and competition patterns in advance.
With the further deepening of the national medical reform, the new directions, new policies and new models of medical insurance control fees, grading medical treatment, two-vote system, sunshine procurement, medical associations and other industries have been continuously introduced and implemented, the industry competition has intensified, and the reshuffle has accelerated. The concentration of the industry has further improved, and the upstream, middle and lower reaches are actively transforming. The future competition will be the competition of scale and comprehensive service capability. The effective cooperation of the three business models of the company can meet the different needs of medical institutions at all levels, provide integrated solutions for different medical institutions, and contribute to the ability to enhance sustainable development.
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