Exclusive Investigation Of Boya Biology: Holding The Agreement Leads To The Mystery Of CAI Dajian, The Actual Controller; The Secret Of Danxia Biological Blood Transfusion

Year to date (September 4, 2020) is up 38.08%, with the highest increase of 57.61% in the year.

Boya biology can be counted as one of the bull stocks in the last year.

The 21st century economic report reporter learned from informed sources that the shareholders of Boya biology are negotiating with a central enterprise background pharmaceutical company on equity transfer.

But this transfer, or because of the concealment of relevant information, ushered in variables.

This is a capital story with a long time span. In fact, since 2017, Boya biological has carried out a series of capital operations, which has made many market participants feel "strange", which may be related to the secret events behind the control of Boya biological.

The reason why it is so-called "secret" is that Boya biological has been known as "no real controller" in public information.

However, the 21st century economic reporter has obtained several agency agreements, and the superposition of industrial and commercial information confirms that the control right of Boya biological is not consistent with the public information.

On the other hand, including the concerns of regulatory authorities, why Boya bio's 800 million related party transactions, blood transfusion and merger targets and other issues, according to the reporter's new interest map restored by investigation information, the logic becomes clear.

Blood transfusion

According to the public information, Guangdong Danxia biopharmaceutical Co., Ltd. (hereinafter referred to as "Danxia bio", renamed as Boya biopharmaceutical (Guangdong) Co., Ltd. on July 2, 2019, centering on the acquisition target in 2017, is the beginning of a series of strange capital operations.

Danxia biology is a biopharmaceutical enterprise mainly engaged in blood products business, and has the same trade relationship with Boya bio.

At the beginning of 2017, China Danxia pharmaceutical Pharmacopoeia carried out the inspection on human plasma albumin, which was higher than that of Chinese Pharmacopoeia. The above behavior of Danxia bio has violated the drug administration law of the people's Republic of China and relevant provisions. Guangdong food and drug administration took back Danxia bio's GMP certificate (cn20130057), and Danxia biological production was suspended.

However, this did not prevent Boya biological and its controlling shareholder gaotejia group's merger and acquisition of Danxia biological.

On April 6, 2017, Boya bio announced that it plans to use 50 million yuan of its own funds to jointly invest in the pharmaceutical industry M & A fund with the controlling shareholder Shenzhen gaotejia Investment Group Co., Ltd. (hereinafter referred to as "gaotejia group") and other parties. The company is a limited partner. The M & A fund is Shenzhen gaotejia Qianhai Youxiang investment partnership (limited partnership) (hereinafter referred to as "Qianhai Youxiang"), and the manager is gaotejia group, the controlling shareholder of the company.

At this time, Qianhai Youxiang has locked in Danxia creatures. In the same month, Qianhai Youxiang completed the acquisition of Danxia biology.

In May 2017, "in order to make full use of plasma resources and alleviate the shortage of blood products supply", Boya bio and Danxia bio signed the framework agreement on the allocation and sales of plasma and plasma components, and planned to purchase and allocate plasma and plasma components from Boya Guangdong, with a total contract amount of no more than 402 million yuan.

Two years later, in April 2019, Boya bio signed a new purchase contract with Danxia bio. At the same time of terminating the preliminary purchase contract, it was agreed that Boya bio would purchase no more than 500 tons of raw plasma from Danxia bio, with the purchase price no more than 1.65 million yuan / ton, and the planned purchase amount would be increased to no more than 825 million yuan.

In August 2019, Danxia biology obtained the GMP certificate and resumed normal operation.

It is worth noting that in 2017 and 2018, Boya bio has paid RMB 115 million and RMB 202 million to Danxia bio respectively.

However, after the 24 month validity of the transferred plasma, Danxia bio failed to complete the plasma supply due to the reasons of production suspension and the approval of plasma transfer from the national regulatory department.

Even though Danxia biology is still in the process of rectification and large amount of advance payment has not been delivered, Boya biological still made an advance payment of 500 million yuan to Danxia biological in 2019. From 2017 to 2019, Boya bio paid 817 million yuan of advance payment for purchase to Danxia bio, a related party, but the actual purchase amount was 0 yuan.

After Danxia biology violated the rules, why did it sign a large purchase agreement? In 2017 and 2018, after a large amount of funds were prepaid, the other party failed to deliver the goods. Why would it pay 500 million yuan in advance in 2019?

Secret key sir

Judging from the decision-making process of the enterprise, the board of directors unanimously made the decision of 800 million yuan blood transfusion to Danxia biological, the target of acquisition of related parties, which is quite interesting.

Regulation is concerned about this.

Shenzhen Stock Exchange issued an inquiry letter to Boya biological on June 29, 2020. In its reply, Boya Bio said that although Danxia bio's GMP certificate was withdrawn and production was suspended in 2017, all plasma collection stations under Danxia bio had the "plasma collection license" issued by the health administrative department of the provincial people's government, and the plasma collection behavior was always legal and compliant, and the raw plasma was still collected normally. The funds advanced by the company to Danxia bio are used for the collection of raw plasma and normal operating expenses of Danxia biological, so as to ensure the supply capacity of Danxia biological raw material plasma.

Boya bio also said that due to the scarcity of raw plasma, the company signed the relevant purchase agreement and arranged the payment according to the agreement, so it was reasonable.

On the other hand, the purchase of raw plasma from Danxia biological has not been approved yet, and Boya biological raw material plasma scale is insufficient, which further leads to the delay of its fund-raising project.

On the evening of August 26, 2020, Boya bio announced that it had decided to adjust the implementation schedule of the "thousand ton intelligent blood products factory construction project" funded by non-public offering shares in 2018. The project will be postponed for no more than 24 months, and is expected to be completed and GMP certification will be completed in June 2023.

He said that in view of Fuzhou municipal government's planning adjustment for the high-tech Industrial Development Zone, and the company's purchase of raw plasma from Boya Guangdong has not been approved, and the company's raw plasma scale is insufficient, it plans to apply for the expansion of the construction land scale of "thousand ton blood products intelligent factory construction project" (also known as "1000 tons of blood products intelligent factory construction project") in combination with the actual situation.

This announcement seems to be trying to persuade the market to "cooperate with Boya Guangdong".

Because of this, many investors believe that Boya Guangdong's role is very strange.

The beginning of the story that the market ignored was that in April 2017, gaotejia group, as the controlling shareholder of Boya biology, led the acquisition. Gaotejia group and Boya bio jointly established an industrial fund and invested 4.5 billion yuan to acquire Boya Guangdong (Danxia bio).

According to Cai Dajian, chairman of gaotejia group, among the 4.5 billion yuan of capital structure, in addition to the 50 million yuan invested by the listed company Boya biological, in other capital components, gaotejia group has used a large number of financial institutions and other funds.

Keeping Boya Guangdong is very important for the security of the capital chain of gaotejia group.

According to a number of original contracts and relevant agreements provided by the person, Cai Dajian is the key person in this merger and reorganization.

Concealed actual controller

In the latest reply to the regulatory inquiry, Boya bio still claimed that the equity structure of gaotejia group is relatively dispersed, no shareholders can independently or jointly control the group through direct or indirect means, and gaotejia group has no controlling shareholder and actual controller. Therefore, listed companies also have no actual controller.

However, according to the 21st century economic report, the reporter's access to industrial and commercial information and information related to the agency agreement shows that the actual controller information of Boya biology has been concealed for a long time.

According to multiple information points, Cai Dajian has become the actual controller of gaotejia group as early as April 26, 2017, and then the actual controller of Boya biological.

According to the comprehensive public information of 21st century economic report and informed people, at present, Cai Dajian is the chairman of gaotejia group, a well-known venture capital institution in medical and health industry. He was appointed by Guotai Junan Co., Ltd. to establish Shenzhen gaotejia Investment Co., Ltd. (later renamed as "Shenzhen gaotejia Investment Group Co., Ltd") and served as the general manager.

Similar to many business tycoons, Guotai Junan withdrew from gaotejia group after restructuring, and Cai Dajian established a company to transfer the shares held by Guotai Junan, and then gradually obtained the controlling position of gaotejia group through a series of equity transfer.

However, this "holding position" has not been announced in the market.

According to the equity holding agreement obtained by the reporter from people close to gaotejia group, on May 29, 2020, Liao Xinxi transferred his partnership interest to Huzhou Kaijia enterprise management partnership (limited partnership) (hereinafter referred to as "Huzhou Kaijia"), Huzhou Kaijia and its partners Huang Bin and Yang Chen signed the peninsula Bay agency agreement with CAI Dajian.

According to the series of agreements, the partnership shares currently held by Huzhou Kaijia and originally held by Liao Xinxi in the enterprise are held on behalf of CAI Dajian, and 100% of the actual rights of the enterprise are Cai Dajian.

As a result, Cai Tejia holds 5702.7% of the equity of gaodajia group.

According to the industrial and commercial data, as early as April 26, 2017, sustar, Jiaxing Herun and sunshine Jiarun jointly held 41.3192% of the equity of gaotejia. Cai Dajian and the three companies formed a closed system through cross shareholding. All three companies were 100% owned by and controlled by Cai Dajian.

In addition to a series of shares held by Suzhou gaotejia Jingying, Cai Dajian has already held 58.9579% of the shares of gaotejia group without holding them on behalf of others. In total, he holds about 66.5% of the shares of gaotejia group, and has absolute control.

On the other side of the story, it is not difficult to see from the announcement that Boya is at a "critical moment".

On September 4, Boya bio announced that the implementation of the reduction plan of Yikang investment has been completed, with a cumulative reduction of 14685200 shares, accounting for 3.4477% of the total share capital.

Gaojia Investment Group Co., Ltd. is a shareholder of Shenzhen Co., Ltd. After the reduction, gaotejia group, Yikang investment and ronghua investment held 131 million shares, accounting for 30.7574% of the total shares.

If the reduction is less than 1%, it will be lower than the 30% red line recognized by the actual controller of the listed company.

In the morning of July 6, Boya bio announced that it had received a letter of notification from the controlling shareholder, gaotejia group, saying that it was planning major issues involving the change of the company's equity.

The reporter of 21st century economic report learned exclusively from the person close to the transaction that the negotiation object of this equity change is a pharmaceutical company with a background of a central enterprise.

However, variables still exist.

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