China's pharmaceutical reorganization process blocked

As the share swap absorption merger proposal was rejected by the Tianfang Pharmaceutical (600253, shareholder) shareholders meeting, the reorganization of China Pharmaceutical (600056, stocks) that has attracted much attention in the industry was temporarily suspended. Subsequently, the "Economic Information Daily" reporter learned from a number of channels, the motion was mainly because some of the small and medium shareholders of Tianfang Pharmaceutical dissatisfaction with the share ratio.

Informed sources in Chinese medicine told reporters that Chinese medicine has confirmed that the merger proposal was mainly opposed by small and medium-sized shareholders of Tianfang Pharmaceutical. A small shareholder of Tianfang Pharmaceutical who participated in Tianfang Pharmaceutical's Extraordinary General Meeting of Shareholders told reporters that some of the shareholders who voted against the company were dissatisfied with the ratio of conversion, and considered that the ratio of conversion was too low, and the other part was that they wanted to obtain cash options. However, the above-mentioned Chinese medical personnel have stated that the proportion of shares exchanged in the merger plan is not low and is a reasonable level.

According to public information, China General Technology (Group) Holding Co., Ltd. (hereinafter referred to as “China General”) proposed to reorganize its China Pharmaceutical and Tianfang Pharmaceutical restructuring plans to integrate its pharmaceutical assets. The plan proposes that China Pharmaceuticals will absorb Tianfang Pharmaceutical by way of share swaps, and the ratio of Tianfang Pharmaceutical and China Pharmaceutical will be adjusted to 1:0.31, that is, 0.31 shares of China Pharmaceuticals will be exchanged for each share of Tianfang Pharmaceutical. The restructuring plan had previously been approved by the SASAC.

On September 27th, China Pharmaceuticals and Tianfang Pharmaceutical held an extraordinary general meeting respectively to vote on the proposal of the conversion of China Pharmaceuticals into the merger of Tianfang Pharmaceutical. Eventually, the China Pharmaceutical General Meeting of Shareholders successfully passed the reorganization proposal, and Tianfang Pharmaceutical's shareholders’ meeting finally rejected the proposal. The motion. Tianfang Pharmaceutical announced that 360,896,896 shares agreed to share the proposal, accounting for 54.43% of the total number of voting shares attending the general meeting; 29,438,579 shares opposed, accounting for 44.48% of the total number of shares with voting rights at the general meeting; 719,834 shares that abstained, accounting for attendance The general meeting of shareholders has 1.09% of the total number of shares with voting rights.

Qi Jianxi, chief executive of the Chinese medicine, publicly stated that there is no follow-up arrangement for the reorganization of China's pharmaceutical industry. There is no relevant plan for the reorganization plan announced before; whether to continue the restructuring in the future depends on the willingness of the major shareholder China General Motors. In this regard, some people in the industry believe that Tianfang Pharmaceutical's shareholder meeting rejected the merger plan, which means that China's pharmaceutical reorganization process has temporarily been suspended, or even "abortion."

However, the above-mentioned Chinese medical personnel stated that all kinds of speculations from the outside world are not accurate. As of now, Chinese medicine has not announced the suspension or termination of restructuring. However, the person emphasized that reorganization is a complicated process involving all parties. In order to ensure the interests of the company and investors, China Pharmaceuticals will disclose relevant issues through the announcement in a timely manner.

For the prospect of Chinese pharmaceutical restructuring, most market participants believe that it is only temporarily blocked. Some market organizations told the “Economic Information Daily” reporter that the reorganization method of absorbing and exchanging stocks involves a wide range. There is a large amount of game space in terms of exchange ratios and prices. Therefore, the restructuring is difficult to be smooth. For example, Shandong Steel and Laiwu Steel’s shares are incorporated into the merger. The restructuring plan took three years and twisted several times. Therefore, the reorganization process of Chinese medicine will not stop shortly. However, as China General Motors has a higher shareholding in China Pharmaceuticals, shareholders of Tianfang Pharmaceutical will inevitably have doubts about the restructuring plan. Therefore, there is still room for further negotiations among parties in the future.

Another market analyst told reporters that as the leader of this restructuring, China General Motors should not give up because of this "frustration." According to public information, as a major shareholder of China Pharmaceuticals and Tianfang Pharmaceuticals, in order to ensure the successful adoption of the restructuring plan, China General Motors recently increased its holdings of China Pharmaceuticals and Tianfang Pharmaceuticals in the secondary market. From September 19 to September 27, China General Motors continuously increased 8,399,967 shares of Tianfang Pharmaceutical, which accounted for 2% of the total share capital of Tianfang Pharmaceutical. From September 10 to September 27, China General Motors successively increased holding of 12438310 shares of China Pharmaceuticals. , accounting for 4% of China's total pharmaceutical capital. Recently, China General Motors has increased the total amount of funds it uses to increase its total investment by about RMB 305 million. “China General Motors will not let the money spent on it,” and the market will definitely say that it will surely restructure.”