Watson biological "Rashomon", 654.38+04 billion, who will pay the bill?

Editor Liu Xiaoying

Yunnan watson biological Science and Technology Co., Ltd. (hereinafter referred to as watson biological) is like a prodigal son in the biomedical market, and has never met anyone worthy of his life.

Recently, the "breakup farce" with its subsidiary Shanghai Zerun Biotechnology Co., Ltd. (hereinafter referred to as "Shanghai Zerun") has been heated up and everyone knows it.

On the evening of February 4th, 65438, Watsons Bio issued nine announcements, the core content of which was that the company would transfer 32.6% equity of Shanghai Zerun at the consideration of 1 1.4 1 billion yuan, and at the same time give up the preemptive right. If the transaction is completed, watson biological's shareholding will be reduced to 28.5%, and he will no longer have control.

At this time, it is only one step away from the realization of bivalent HPV vaccine (cervical cancer vaccine) held by Zerun in Shanghai. Investors' anger at "selling" important assets at such an important moment can be imagined. In the weekend conference call with the management, their souls asked: Are you fools to be investors? Not afraid of karma?

The management also gave a classic answer: You can question our ability, but you can't question our character.

Despite the strong response, watson biological announced the cancellation of the trading plan in the early morning of the 7th. However, investors don't buy it. On that day, the company's share price fell directly, and its market value evaporated by 654.38+04 billion yuan.

The root of the contradiction comes from watson biological's "insiders control risks".

Watson biological is a biopharmaceutical company mainly engaged in vaccine research and development, production and sales. 200 1 was established, and 20 10 landed on the Growth Enterprise Market.

At the time of listing, watson biological was crowned as "leading vaccine enterprise in the future", "upstart vaccine" and "GEM management company worthy of lifelong collection". But the following year, because three of the four vaccine projects that the company participated in failed, the company's share price halved. Since then, watson biological, which lacks explosive vaccines, has become tepid in the capital market.

In addition, the competition in the traditional vaccine market is becoming more and more fierce, and the growth rate of the company's income and profit is also gradually slowing down. Later, due to the failure of the "big biological platform" strategy, the company suffered a net profit loss for four consecutive years from 20 14 to 20 18.

However, with the development of 13 valent pneumonia polysaccharide conjugate vaccine (hereinafter referred to as "13 valent pneumonia vaccine") and HPV vaccine, watson biological began to be active in the capital market and finally broke out in the first half of this year.

In April, 2020, Watsons Bio 13 went on sale in pneumonia vaccine, which brought the company an operating income of1./KLOC-0.2 billion yuan in the second quarter alone, accounting for 20% of the current income. In mid-June, bivalent HPV vaccine was declared for production and received the bid-winning notice, which means that the vaccine is only one step away from the market. At the same time, the nine-valent HPV vaccine under study has also entered the clinical trial stage.

The good news sent the company's share price soaring. On August 5th, watson biological hit a historical closing price of 9 1.8 yuan, which was three times that of the beginning of the year. The company's total market value exceeds 654.38+04 billion yuan, ranking fifth among 69 biomedical companies in A shares. Although the operating income in the first half of the year was 573 million yuan, watson biological ranked only 33rd.

By the end of September, the number of shareholders in watson biological was 1 19400, an increase of 55400 compared with the end of June, and an increase of 87% in one quarter.

However, unlike the influx of investors, watson biological's major shareholders and executives are reducing their holdings and leaving their posts.

In late June, Li Yunchun, the chairman of the company, reduced his holdings by 65.438+0.60888 million shares, with a reference market value exceeding 800 million yuan. Liu Junhui, the second largest shareholder, has reduced its holdings of 1 1470300 shares since July, with a reference market value of 496 million yuan.

According to the statistics of Choice, in the past two years, the top ten shareholders of the company reduced their reference market value by 2.7 billion yuan, which is more than 3.5 times the net profit of the same period. In watson biological, the turnover of senior managers is also very frequent. In 20 19, the company's top management left 6 people, and in 2020, 5 people left.

It is worth recalling that in the first half of the year, Liu Junhui also participated in the non-public offering of shares of Kangtai Bio, one of watson biological's competitors, and subscribed for nearly 300 million yuan.

As a listed company for ten years, watson biological has been in a state of no actual controller. Not only that, as of the end of September this year, watson biological doesn't even have a controlling shareholder with a shareholding ratio of more than 5%, and its equity is extremely scattered.

Yunnan Industrial Investment Holding Group, the largest shareholder, holds 4.97%. Li Yunchun, the chairman, has been in office for more than 13 years, but his shareholding ratio has dropped from 15.05% just listed to 3. 13%, ranking fourth among the top ten shareholders.

Zhang Huaxin, director of Jingheng Zhengzhou Enterprise Restructuring Department, told the market that there are advantages and disadvantages. The advantage is that it will reduce the situation that large shareholders infringe on the rights and interests of small shareholders. The disadvantage is that too scattered equity will reduce the efficiency of the shareholders' meeting to decide major issues, and there will be the risk of "insider control".

The so-called "insider control" is because the interests of shareholders and management are inconsistent, which leads to the management taking advantage of information to directly or indirectly occupy the interests of shareholders.

Although it can't be judged that there is "insider control" in watson biological because of the decentralization of shares, the performance of the company since its listing is really unsatisfactory. To this end, watson biological launched two equity incentive plans in 20 18 and 2020, which tied the interests of senior executives with the company's performance.

The two equity incentive targets include at least 65,438+063 core managers and backbones, totaling 65,438+0,496,5438+10,000 stock options, with a total reference price of 7.358 billion yuan. Among them, Chairman Li Yunchun, Vice Chairman Huang Zhen, President Jiang Runsheng and Vice President Zhang Jiankang were granted stock options of 28.4 million shares, accounting for 65,438+09%.

Such generous equity incentives also correspond to high standards of performance appraisal. Take the equity incentive of 20 18 as an example. The performance appraisal period of the first exercise is 20 18 and 20 19, and the performance index requires the accumulated net profit for two years to be no less than 10 billion yuan. By analogy, until the final exercise period, the accumulated net profit for two years is not less than 2.7 billion yuan.

Faced with huge performance pressure, watson biological's net profit after deduction is weak and helpless. But two "strange" deals turned the tables.

In 20 12 and 20 13, Watson Bio successively acquired Shanghai Zerun and Jiahe Bio-pharmaceutical Co., Ltd. (hereinafter referred to as Jiahe Bio). The former products under research include HPV vaccine, while the latter holds four kinds of monoclonal antibodies.

After five years of investment support and incubation, Jiahe Biology has developed rapidly. The number of products approved for clinical trials has grown from 1 to 9, and many varieties will enter the third phase of clinical trials just around the corner.

But when the situation was good, watson biological sold Jiahe Bio.

At that time, watson biological gave the reason that domestic monoclonal antibodies became a hot spot, but the competition in the industry intensified, which posed a great challenge to the company's future operating performance and cash flow. In order to focus more on the research and development of 13 pneumonia vaccine and human papillomavirus vaccine, the company decided to transfer the equity of Jiahe Bio, which is no longer included in the merger scope.

In 20 18, watson biological transferred 46.45% of the equity of Jiahe Bio, and obtained the investment income of165438+76 million yuan, which not only turned the net profit into profit in that year, but also completed the performance requirements of 18 and 20 19 by the way.

After the equity transfer, the largest shareholder of Jiahe Bio is HH CT Holdings Limited (hereinafter referred to as HH CT), and its ultimate source of funds is Gaoying Capital. At the same time, another shareholder is the head of the clinical CRO (medical R&D contract outsourcing service organization) with the deepest research and highest income in the industry, and the fund of Tiger Medicine.

It is worth mentioning that Li Yunchun, chairman of Watsons Bio, is also the former director of JBP (CY) Holdings Limited, the sole shareholder of HH CT.

Subsequently, with the support of Gaoling Capital and Tiger Pharmaceutical, Jiahe Bio, which had accumulated losses of 266,543.8 billion yuan in five years in watson biological's hands, was listed on the Hong Kong stock market on June 5438+ 10 this year. On the first day of listing, it soared by more than 30%, with a market value as high as HK$ 654.38+058 billion. Compared with the valuation of 3.47 billion yuan at the time of transfer, Jiahe Bio is really "selling cheaply". And his brother Zerun Shanghai is about to face a similar fate.

On the evening of February 4th, 65438, it was announced that watson biological planned to transfer 32.6% equity of Shanghai Zerun at a consideration of 1 1.4 1 billion yuan. This time, "old acquaintances" appeared again.

According to the announcement, the biggest buyer of this transaction is Zibo Yun Ze. After the equity penetration, the major shareholder behind it is Tiger Medicine. Gao Yu Capital did not participate in the acquisition, and Gao Yuchuying, one of the buyers of the company's capital increase last year, was its relevant investment platform.

The "iron triangle" is once again combined, and investors seem to see the same formula and smell the same taste.

It is worth noting that watson biological is only three months away from the performance appraisal from 20 19 to 2020, but there is still a net profit gap of 465 million yuan, which makes its performance pressure increase sharply in the fourth quarter.

Once the equity of Shanghai Zerun is successfully transferred before the end of this year, watson biological is expected to generate a net profit of about165438+800 million yuan to1280,000 yuan. In this way, we can not only easily complete the performance requirements of this period, but also complete at least 50% of the next performance appraisal.

If Shanghai Zerun goes public like Jiahe Bio in the future, it will be easier to understand why watson biological wants to sell. After all, if you resell it, you can not only enjoy the current investment income, but also avoid a lot of R&D investment. Once the listing is successful in the future, it can be profitable again, which can be called "one fish and three meals".

No wonder investors want to compare Zerun's market value with Wan Tai Bio, a new upstart who also holds bivalent HPV vaccine. After all, compared with the current market value of more than 80 billion in Wan Tai, Zerun's valuation of 3.5 billion is definitely "cabbage price".

Buying and selling is a carnival of watson biological executives and capital forces, but it has nothing to do with many investors.

Watson biological, who lacks backbone, is like a prodigal son in the biomedical market, and has never met the person who deserves to settle down.

I thought that Jiahe Bio could win watson biological's heart, but I never wanted to be moist. Now, for the new love "Aibo Bio", Shanghai old love Zerun has to face the situation of being broken up at any time. But whether watson biological's desperate attempt can succeed this time is full of unknowns.

In May this year, Watsons Bio cooperated with Suzhou Aibo Biotechnology Co., Ltd. (hereinafter referred to as "Aibo Bio") to jointly develop novel coronavirus mRNA vaccine and herpes zoster mRNA vaccine. Both vaccines were developed by ABO in the early stage and commercialized by watson biological in the later stage.

At present, 13 vaccines have entered clinical trials in China, and four of them have entered phase III clinical trials. In contrast, watson biological's COVID-19 vaccine is currently undergoing a phase I clinical trial. The bet on the lost vaccine is still full of variables.

However, another herpes zoster mRNA vaccine technology is risky. There are great uncertainties in the application time of mRNA vaccine, whether the clinical trial approval can be obtained, whether the clinical trial can be successful and whether the drug registration approval can be obtained.

Obviously, investors don't want to pay for uncertainty. This also directly caused the company's share price to plummet by 20% on February 7, 65438, and the market value evaporated140.92 million yuan.

On the same day, Li Yunchun, the chairman of the company, said in an interview with CCTV Financial Channel, "It's a pity that this project has not been understood by some investors. On the one hand, our communication is not in place. On the other hand, as business operators, there are some differences and conflicts between the long-term interests of the company and the short-term interests of investors. "

In the capital market, trust and understanding are based on the same interests. Trust will eventually collapse if investors are given a feather for the so-called "long-term interests of the company". After that, the credit line left for watson biological will soon run out.