*St Hengkang Real And Fake Shell?

On December 2, * ST Hengkang announced that its shareholders signed the framework agreement on restructuring investment cooperation, conveying to the market the information that Haiwang Group will take the lead as an industrial investor to coordinate the restructuring of Hengkang medical and solve the previous debt problems of Hengkang medical; on the second day, * ST Hengkang announced again that it would transfer 100% of the investor's rights and interests of Dalian Liaoyu hospital with RMB 90 million The transaction will have an impact on the company's current net profit of about 80 million yuan. For the second consecutive month, the capital market of Hong Kong was closed for the second consecutive month.

However, qixinbao industrial and commercial information shows that Dalian Liaoyu hospital is currently a private non enterprise unit. The information was also confirmed by Ren Yuanhe, honorary president of Dalian Liaoyu hospital.

Yang Fan, a partner of Beijing Guantao law firm, told the 21st century economic report that private non-profit enterprises belong to non-profit organizations. If Liaoyu hospital belongs to private non-profit enterprises, its assets cannot be consolidated by listed companies. Another senior investor in the industry pointed out to the reporter of the 21st century economic report that the 90 million transferred capital belongs to non recurring profit and loss and cannot be used as a shell asset.

In addition, the market is worried that the liquidation group may start the online auction process of the equity of Hengkang medical group's hospitals. With 22 days left, it may be necessary for the entrant Haiwang Group to think again about how to carry out the shell preservation again.

Rescue soldiers to redeem?

*St Hengkang lost net profit in 2018 and 2019, and 49.0264 million yuan in the first three times of 2020. According to the relevant provisions of Shenzhen Stock Exchange, if the company's net profit after audit in 2020 is still negative, the company will be warned of delisting risk, and the audited net profit in the first accounting year will continue to be negative, and the company's shares will have the risk of suspension of listing.

Since the net profit of * ST Hengkang declined, que Wenbin, the actual controller, has been seeking solutions. In the last month of 2020, it seems that the way of containment has been found.

On December 2, * ST Hengkang announced that the company had received a notice from the controlling shareholder que Wenbin, who recently signed a framework agreement on restructuring investment cooperation (hereinafter referred to as the agreement) with Minmetals Jintong and Haiwang Group. It was agreed that Haiwang Group would take the lead in coordinating the restructuring of Hengkang medical, and its holding subsidiary, Shenzhen Qianhai Health Financial Holding Co., Ltd., would Participate in restructuring for the project implementation subject. Minmetals Jintong will act as the joint leader to coordinate the restructuring investment process and formulate the restructuring investment plan.

The above-mentioned "agreement" clearly states that health financial holding, a holding subsidiary of Haiwang Group, will transfer the shares of two M & a funds before December 3 this year, and ensure that Huabao trust and Minsheng trust will stop clearing the two M & a funds, and at the same time exempt them from the penalty interest of Hengkang medical, so as to ensure that Hengkang medical can achieve profits in 2020.

Everything seems to be perfect, but it has caused worries about the second Chongzhou Hospital of Hengkang medical. The Party committee and trade union of the hospital mentioned in the "appeal on starting the hospital construction" that Haiwang biological has no medical management experience, does not have any hospital under it, and Qianhai health financial holding, a subsidiary involved in the restructuring, has no substantive business. To this end, the Party committee and the trade union of Chongzhou Second People's Hospital strongly appeal that Hengkang group must inject 200 million yuan before December 15 to start the construction of the new hospital. If it fails, it will agree in writing to the second largest shareholder to increase the capital and keep the land.

On December 8, 21st century economic reporter contacted Chen Futao, Secretary of the Party committee of Chongzhou second hospital, and the other party did not give an interview on the matter.

The fund of 200 million yuan is not a small amount for Hengkang medical. But this is not the only fund hole that Hengkang medical should block.

Ren Yuanhe, honorary president of Liaoyu hospital, told reporters of the 21st century economic report that Hengkang medical owed him 2 million yuan of personal advance payment and 9 million yuan of annual salary for three years when he purchased Liaoyu hospital. "Liaoyu hospital, which is characterized by obstetrics and Gynecology and orthopedic surgery, had no debts or loans before the acquisition of Hengkang medical, and had a good reputation in Dalian. After Hengkang medical entered, the hospital loaned 50 million yuan to build a new building. The cost was guaranteed by Hengkang medical, but the interest was paid by Liaoyu hospital. At present, the construction workers' money when building the building has not been paid. The transfer of Liaoyu hospital's rights and interests, there was no workers' Congress, the staff are not aware of, for the acquisition of enterprises do not know. "

*St Hengkang announcement shows that in the transfer of rights and interests of Dalian Liaoyu hospital, the transferee is Jilin Huiyan Electronic Technology Co., Ltd. Qixinbao information shows that the company temporarily changed its shareholders' equity on October 27, 2020, and the original shareholders' sponsors, such as sun Qinghua, were changed to Ni lianglin and Ni Liangyuan, and their business scope included the development and design of intelligent video system, electronic monitoring system and computer software.

Sea king cast a "lonely"?

Dalian Liaoyu hospital is a non-profit comprehensive second class a hospital, which is a non-profit Non-profit Organization Management Bureau. Ren Yuanhe told reporters of the 21st century economic report that the transformation of people and Africa was originally started in 2015, but it was later shelved. At present, Liaoyu hospital is still a private non enterprise unit.

As for the proceeds from the sale of Dalian Liaoyu hospital, Yang Fan told the 21st century economic report that if Liaoyu hospital belongs to a private non enterprise, its assets cannot be consolidated in the financial statements of listed companies.

In addition, senior investors in the industry also pointed out to the reporter of the 21st century economic report that the 90 million transferred capital belongs to non recurring profit and loss, and can not be used as a shell asset.

According to the No.1 explanatory announcement on information disclosure of companies offering securities to the public - non recurring profit and loss, non recurring profit and loss refers to the income and expenditure of a company that has no direct relationship with its business operation and is related to its business operation, but because of its nature, amount or frequency of occurrence, it affects the income and expenditure that truly and fairly reflects the normal profitability of the company.

"There are a lot of sales of assets in the market, but in terms of accounting standards, the non recurring profit and loss can not be included in the net profit. A lot of successful hedging is because the regulatory authorities did not spot check it. If the spot check shows that the situation is true, it means failure, and the former new capital (retreating)" The above senior investors pointed out to the reporter of the 21st century economic report.

Xindu quit (Shenzhen Xindu Hotel Co., Ltd.) is because the income of "assault" is defined as non recurring profit and loss, and the cover fails.

The above senior lawyers pointed out that for * ST Hengkang, even if the rights and interests of Dalian Liaoyu hospital were successfully sold, it would be regarded as non recurring profit and loss, and could not be covered.

From the current liquidation situation, the liquidation group may also start the auction of the hospital equity held by Hengkang medical group. Once the auction process is started, no one can stop it within six months, until someone auctions off or fails to auction. During this period, the profits of these hospitals can not be incorporated into the financial statements of listed companies.

However, it is worth noting that * ST Hengkang issued the "progress announcement on the application for reorganization by the creditors" on August 29, and the creditors applied to Longnan intermediate people's court for bankruptcy reorganization of the company, but up to now, there is no announcement information about the bankruptcy and reorganization of * ST Hengkang. However, on December 2, * ST Hengkang directly released the announcement that shareholders signed the framework agreement on restructuring investment cooperation To the 21st century economic reporter, this is actually a serious misleading to the market, there is a problem of trust.

In addition, Guo Haizhen, a partner of Guantao law firm, pointed out to the reporter of 21st century economic news that investors in the bankruptcy reorganization industry must go through certain legal procedures before they can be finally confirmed. Usually, both creditors and debtors can apply for bankruptcy reorganization. After applying to the court, the court needs to accept it for a period of time, during which it will see whether the conditions specified in the bankruptcy reorganization law are met, How to meet the requirements, it will quickly adjudicate an administrator, the debtor will restructure, and make an announcement, and the announcement will synchronously announce the designated administrator.