Before the letter of inquiry, Yang Ruijia, a wealthy man in Changzhi, Shanxi, "stopped"!
On May 31, Nanjing Melander Medical Technology Co., Ltd. (hereinafter referred to as Melander) issued an announcement on the termination of the acquisition of equity and related party transactions.
A "shady" acquisition
The incident originated 9 days before the announcement.
On May 22, Melander planned to pay 192.5 million yuan with its own funds to acquire 55% of the equity of Maidou Health. The company said that this move is to further improve the marketing system, enhance brand influence, and strengthen the industry position in the field of pelvic floor and obstetrics and gynecology rehabilitation, so as to improve the company's competitiveness and sustainable development.
The acquisition, which seemed to have no problems, was two days later, on May 24, it received an inquiry letter from the management department of the Shanghai Stock Exchange's Science and Technology Innovation Board, requesting supplementary disclosure of related party transactions, Maidou Health's current and future development prospects and many other issues.
According to public information, Maidou Health was a holding subsidiary of Melander before its IPO. The company was established in April 2017 and was co-founded by Yang Ruijia, Shi Zhihuai, and Zheng Weifeng, three entrepreneurial shareholders of Mailand. In September 2018, in order to integrate business resources, Melander acquired 98% of the equity of Maidou Health.
A year later, in September 2019, due to the integration effect not being as expected, Melander signed a "Share Sale Agreement" with Zheng Weifeng, referring to the appraised value of 2.7535 million yuan as of June 30, 2019, and sold 98% of the equity held by Maidou Health to Zheng Weifeng for 2.6984 million yuan. Zheng Weifeng was once a shareholder who held more than 5% of the shares of Melander.
Now, Mai Lande wants to buy Maidou Health back again. Taking March 31, 2024 as the base date, the net book assets of Maidou Health are 28.3556 million yuan. Using the income method, the value is 350 million yuan, which is 127 times the appraisal value (2.7535 million yuan) five years ago.
According to the acquisition method: 39.03% of the equity of Zheng Weifeng, the original shareholder of Maidou Health (corresponding to the equity transfer consideration of 137 million yuan), 6.27% of the equity of the original shareholder Nanjing Maichuang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as "Maichuang Partnership") (corresponding to the equity transfer consideration of 21.9473 million yuan), 8.03% of the equity of the original shareholder Nanjing Xinlan Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Xinlan Investment") (corresponding to the equity transfer consideration of 28.107 million yuan), 1.67% equity of the original shareholder Wu Henglong (corresponding to the equity transfer consideration of 5.8526 million yuan).
Among them, Xinlan Investment is an industrial fund established with the participation of Melander, and Yang Ruijia, chairman of Melander, serves as a member of the investment committee of Xinlan Investment.
Regarding the healthy development of wheat beans: In 2018, the company's revenue and net profit were 2.2068 million yuan and -165,300 yuan respectively. In 2023, the revenue of Maidou Health will be about 62.4762 million yuan and the net profit will be about -3.6407 million yuan, and in the first quarter of this year, the revenue will be about 14.9033 million yuan and the net profit will be about 909,800 yuan.
The revenue data is acceptable, but the net profit is really poor.
However, in this case, Zheng Weifeng and other counterparties still jointly promised that from 2024 to 2026, the net profit of Maidou Health will be no less than 8 million yuan, 18 million yuan and 29 million yuan respectively.
Five years ago, it was sold at a low price, but now it is withdrawn at a high price, which inevitably makes people question whether there is a transfer of benefits?
After receiving the letter of inquiry, Melander did not reply, but directly chose to terminate the acquisition.
Staged "China Partner"
Yang Ruijia is the founder of Melander.
In July 1978, Yang Ruijia was born in an ordinary rural family on the outskirts of Changzhi City, Shanxi Province. It is reported that Yang Ruijia has been diligent and studious since he was a child, and after graduating from high school, he was admitted to Southeast University with excellent results, leaving his hometown for the first time. He loves literature because he yearns for the humanities and history of the south, so he was admitted to Southeast University for a major in clinical medicine, which fulfilled his dream of the south. During his graduate studies, Yang Ruijia fell in love with Nanjing more and more, and naturally chose to stay in Nanjing for work. In 2006, Yang Ruijia had noticed that there was a gap in the field of pelvic floor rehabilitation in the domestic medical device industry.
After graduating from university, Yang Ruijia decided to stay in Nanjing for development, and in 2003, he applied for the then Nanjing Xinye Pharmaceutical Industry Co., Ltd. A year later, he moved to Nanjing Weisi Medical, where his main business focuses on pelvic floor and postpartum rehabilitation, neurological rehabilitation, psychiatric rehabilitation and other subdivisions. Yang Ruijia has served as product manager, marketing manager and product director in Weiss Medical and its subsidiaries.
With these two periods of work in pharmaceutical companies, Yang Ruijia, who has been studious since childhood, has accumulated rich industry experience and network resources. In 2012, Yang Ruijia raised 1.5 million yuan and founded Mai Lande in January of the following year, trying to enter the field of female postpartum rehabilitation.
started a business with Yang Ruijia, as well as Shi Zhihuai, Chen Bin and others. These people are all colleagues of Yang Ruijia in Weiss Medical. Among them, Shi Zhihuai was a software engineer, R&D manager and R&D director of Weiss Medical at the time; Chen Bin was the structural designer, production manager and supply chain director of Weiss Medical.
There are R&D directors, product directors, and supply chain directors, who were the real version of China partners at that time.
Not only are old colleagues who start the business together, but many friends who have worked together in Weiss Medical have participated in the establishment of the company. Including Zhou Gan, who was a senior structural engineer in the R&D department of Weiss Medical, and is currently the chairman of the company's board of supervisors; Chen Jianping, who used to be the production and commissioning engineer of Weiss Medical, is currently the company's supervisor and production manager; Wang Wang, who used to be the manager of the quality department of Weiss Medical, is currently the deputy general manager of the company; Chen Jiangning, who used to work in financial management at Weiss Medical, is currently the secretary of the board of directors of the company.
In addition, there are many scholars and experts who work in Melander. According to the information in its 2023 annual report, the company's director Lv Wei is an associate professor and master's tutor of Nanjing University Business School; Yuan Tianrong, an independent director, has served as a lecturer, associate professor, professor and doctoral supervisor of the School of Accounting of Zhongnan University of Economics and Law, and currently serves as an evaluation expert of the Hubei Provincial Department of Science and Technology.
The gathering of industry elites and the sharing of experience have allowed Melander to develop rapidly. According to relevant data, from 2018 to 2020, the compound growth rate of the company's revenue reached 53.17%, and the compound growth rate of net profit reached 48.3%.
On August 11, 2022, Melander was listed on the Shanghai Stock Exchange.
"Chinese Partner" Yang Ruijia and his colleagues have created the first female postpartum rehabilitation company listed on the A-share market in China.
Yang Ruijia's worth has shrunk, and the problem of Mai Lande has surfaced
According to the market value of 4.5 billion yuan after the closing of Melander's listing, and Yang Ruijia's direct shareholding of 28.52%, his worth at that time was about 1.3 billion yuan.
However, two years later, Yang Ruijia's direct shareholding has dropped to 19.40%, combined with the total market value of 2.277 billion yuan today, Yang Ruijia's worth is only one-third of that time, and the market value of Melander is only half of what it was listed on.
Behind this, it is closely related to the weak development of Melander.
World Jin Business Network noticed that before the listing of Melander, its performance had fluctuated. At that time, due to the intensification of market competition, the company's revenue in 2021 was 342 million yuan, an increase of only 1.52% year-on-year; net profit was 118 million yuan, down 2.86% year-on-year. Although it will be boosted in 2022, it will achieve revenue of 377 million yuan, an increase of 10.32% year-on-year; The net profit was 122 million yuan, an increase of 3% year-on-year, but the obvious recovery was limited.
As a result, Melander began to explore the medical aesthetic industry. In its 2023 annual report, the relevant strategic plan was announced. The company increased its investment in the medical aesthetic sector, completed the acquisition of Hangzhou Xiaofu Technology and the wholly-owned acquisition of Shanghai Aotong Laser Technology Co., Ltd. It is reported that the existing medical beauty products mainly focus on women's privacy, ovarian maintenance, etc., and will also be expanded to the management of skin and body.
Another headache is that because they are in the same development field and most of the employees are from Weiss Medical, the two sides have had many patent disputes. It is reported that Melander and its founders Yang Ruijia, Shi Zhihuai and others were sued by Weiss Medical for 9 patent infringements, of which four patents were lost.
Increasing independent research and development has become something that Melander must continue to do. In 2022, the company's R&D investment will be 41.3389 million yuan, a year-on-year increase of 11.04%; In 2023, the company's R&D investment will be 58.2415 million yuan, a year-on-year increase of 40.89%, accounting for 17.09% of revenue, which will also restrict the company's profits for a period of time.
However, whether it is to look at medical aesthetics or increase research and development, it is inevitable for long-term development. While the current medical aesthetic and postpartum repair market has great potential, there is also greater competition and challenges, so Yang Ruijia and Melander still have a long way to go.