Beijing News (Reporter Liu Xu) On May 25, Medlander announced that it had received the "Inquiry Letter on Related Matters of Equity Acquisition and Related Transactions of Medlander Medical Technology Inc." issued by the Science and Technology Innovation Board Company Management Department of the Shanghai Stock Exchange.
On May 24, Medlander announced that it plans to acquire 55% of the equity in Nanjing Maidou Health Technology Co., Ltd. ("Maidou Health") for 1.925 billion yuan using its own funds. Specifically, it will acquire 39.0266% of the equity from original shareholder Zheng Weifeng, 6.2706% of the equity from original shareholder Nanjing Maichuang Enterprise Management Partnership (Limited Partnership) ("Maichuang Partnership"), 8.0306% of the equity from original shareholder Nanjing Xinlan Equity Investment Partnership (Limited Partnership) ("Xinlan Investment"), and 1.6722% of the equity from original shareholder Wu Henglong.
New Lan Investment, a Medlander-participated industrial fund and an affiliated legal entity of Medlander, has constituted this investment as a related-party transaction. Public information shows that Maichuang Partnership was established in February 2022 and acquired the equity of Maidou Health in March 2022. New Lan Investment was established in April 2023 and acquired the equity of Maidou Health in June 2023. Aside from Maidou Health, Maichuang Partnership and New Lan Investment have not engaged in other external investments. In March 2024, New Lan Investment introduced two new partners, Fang Jiying and Zheng Weijuan. In 2019, Medlander sold Maidou Health to Zheng Weifeng and repurchased it through this investment; there is a significant difference in valuation between the two transactions.
The Shanghai Stock Exchange requires Medlander to explain whether there are any related party relationships or potential conflicts of interest between its directors, supervisors, senior management, and their close relatives, employees, former employees, etc., and Zheng Weifeng, Wu Henglong, Xinlan Investment, and the partners of Maichuang Partnership. It also requests an explanation as to whether there are any other special arrangements in this investment; the reasons and pricing basis for Xinlan Investment and Maichuang Partnership’s investment in Maidou Health, and an explanation of the differences in valuation compared to the previous two investments, including the causes and rationality of such differences; whether Xinlan Investment is an entity specifically established for investing in Maidou Health, along with background information on the other partners of Xinlan Investment; and whether the company has fulfilled the necessary review procedures for this related-party transaction.
Medlander once acquired Maidou Health in September 2018. However, due to the integration results falling short of expectations, Medlander sold 98% of Maidou Health's equity to Zheng Weifeng for 2.6984 million yuan in September 2019. At the time of the transfer, Maidou Health's revenue in the past year was 2.2068 million yuan, with a net profit of -165,300 yuan, and its overall assessed value was 2.7535 million yuan.
SSE Requests Medlander to Explain the Reasons and Rationality for Divesting Maidou Health Before IPO and Repurchasing it at a Higher Valuation This Time; Specific Reasons for the Lower-than-Expected Integration of Maidou Health in 2019; Proposed Integration Measures Regarding Business, Assets, Finance, Personnel, etc. of Maidou Health After the Completion of This Investment Compared to the Previous Acquisition; Business Development Plan of Maidou Health After the Completion of This Investment.
Medlander Health's most recent audited net assets amounted to 28.3556 million yuan, with annual revenue of 62.4762 million yuan and a net profit of -3.6407 million yuan in the past year. Based on the valuation of total shareholders' equity as of March 31, 2024, the assessed value was 351 million yuan, representing an increase of 1237.45% over the book net assets.
The Shanghai Stock Exchange requires Medlander to provide supplementary disclosure of the specific evaluation and calculation process of the income approach, as well as relevant evaluation parameters. In light of Maodou Health's main business operations, market position, and its commitment to net profit for the next three years, among other key financial information, further detailed explanations should be provided regarding the reasons and rationale for the higher increase in its assessed value compared to its book net asset value. Considering the changes in Maodou Health’s business model and financial data, an explanation should be given for the significant difference and rationale between the valuation on March 31, 2024, and the valuation on June 30, 2019. The amount of goodwill generated from this investment should be disclosed, and a further risk warning regarding the impairment risk of goodwill after the completion of this investment should be supplemented. Additionally, the appraisal report for this investment should be disclosed.
The prospectus for the initial public offering of Medlander Medical Technology Inc. on the STAR Market disclosed that from 2019 to 2021, Medlander conducted related-party transactions with Maidou Health involving product sales, procurement of goods and services, property leasing, and the free use of Maidou Health's trademark. Starting from 2021, the company began to continuously disclose transactions with Maidou Health in accordance with the requirements for related-party transactions. However, since its listing, the company has not disclosed its transactions with Maidou Health.
The Shanghai Stock Exchange requires Medlander to provide additional disclosure regarding the detailed transactions between the company and Maidou Health over the past two years; to explain whether the company has carried out the necessary review procedures for the transactions with Maidou Health since its listing, and whether it complies with the disclosure standards and information consistency requirements outlined in the company's prospectus.
In addition, the Shanghai Stock Exchange also requested Medlander to provide supplementary disclosure on the specific situation of Maidou Health; the business model and growth of Maidou Health, financial data for the past two years, revenue structure over the past two years, gross profit margin and sales expense ratio, and information on major customers and suppliers. Combining Maidou Health's main business, market share and comparison with peer companies, characteristics of e-commerce sales, etc., analyze its subsequent growth potential, revenue stability and growth prospects, profitability and sustainability, and further analyze and explain its market position and core competitiveness.
Proofread by Lu Qian