Warner Pharmaceutical Factory: Independent directors "changed their faces" or exaggerated their investment in projects raised by competitors.

Jinbeidu Center/Author Zi Chengmu Wei/Feng Kong

On the eve of the impact on the capital market, Hunan Warner Pharmaceutical Co., Ltd. (hereinafter referred to as "Warner Pharmaceutical Factory") was deeply involved in two patent disputes. Among them, from 2065438 to August 2009, Nanjing Hesheng Pharmaceutical Co., Ltd. pushed Warner Pharmaceutical Co., Ltd. to the "dock" on the grounds that L-ornidazole tablets produced by Warner Pharmaceutical Company infringed its invention patent right. One stone stirred up a thousand waves, and the product involved, Zuo ornidazole tablets, was one of the API production lines built by Warner Pharmaceutical Company in this fundraising project.

Since 20 18, more than 90% of Warner Pharmaceutical's sales expenses have been marketing expenses, which is much higher than the average level of peers. On the other hand, the independence of Warner Pharmaceutical Factory may be "tortured". Not only the company where the partner of the controlling shareholder works uses the telephone and address, but also its independent directors work in rival companies. How do independent directors perform their duties independently? In addition, the investment amount of Warner Pharmaceutical Company's fundraising project "changed face", which was more than the EIA approval 1 100 million yuan. Is it suspected of false statement? Moreover, the number of social security personnel in Warner Pharmaceutical Factory 20 17-20 19 is "a battle" with the official announcement, and it is believed that the quality is "discounted".

1. Marketing expenses account for more than 90% of sales expenses, which is much higher than the average level of peers.

The promotion, business research and development, market expansion and other activities of pharmaceutical enterprises are usually carried out through outsourcing. After the contract amount is agreed, the pharmaceutical company directly transfers the money to the third-party company, and the relevant funds are included in the sales expenses and other subjects, which is prone to a "blind spot" of supervision.

However, in 20 19, the sales expenses of Warner Pharmaceutical Company accounted for more than 40% of its income. Among them, more than 90% of the sales expenses are used for marketing.

According to the prospectus signed by Warner Pharmaceutical Co., Ltd. on February 2, 2020 (hereinafter referred to as the "prospectus"), the operating income of Warner Pharmaceutical Co., Ltd. in 2020 will be 375 million yuan, 6 1.3 million yuan and 1-6 months respectively. The sales expenses were 65438+140,000 yuan, 263 million yuan, 372 million yuan and 65438+680,000 yuan respectively, accounting for 30.29%, 42.85%, 45.07% and 43.34% of the operating income respectively.

In fact, from 20 18 to 20 19, the year-on-year growth rate of sales expenses of Warner Pharmaceutical Factory was higher than that of revenue.

According to the calculation of Jin Zhengyan North Capital Center, from 20 18 to 20 19, the operating income of Warner Pharmaceutical Factory increased by 63.59% and 34.47% respectively, and the sales expenses increased by 13 1.39% and 41.45 respectively.

Moreover, among the sales expenses of Warner Pharmaceutical Factory, marketing expenses account for more than 90%.

According to the prospectus, the marketing expenses of Warner Pharmaceutical Factory in June 2020 and June 2020 were 98 million yuan, 248 million yuan, 355 million yuan,10.610, respectively.

In addition, from 20 17 to 20 19, the proportion of marketing expenses in sales expenses of Warner Pharmaceutical Factory was much higher than the industry average.

According to the prospectus, The comparable companies listed by Warner Pharmaceutical are Shanxi Ganyuan Pharmaceutical Group Co., Ltd. (hereinafter referred to as Ganyuan Pharmaceutical), Shanxi Zhendong Pharmaceutical Co., Ltd. (hereinafter referred to as Zhendong Pharmaceutical), Jinling Pharmaceutical Co., Ltd. (hereinafter referred to as Jinling Pharmaceutical), Hunan Fangsheng Pharmaceutical Co., Ltd. (hereinafter referred to as Fangsheng Pharmaceutical), Teyi Pharmaceutical Group Co., Ltd. (hereinafter referred to as Teyi Pharmaceutical) and Kang Ling Pharmaceutical Group Co., Ltd. (hereinafter referred to as Kang Ling Pharmaceutical). Chongqing Laimei Pharmaceutical Co., Ltd. (hereinafter referred to as Laimei Pharmaceutical), Hunan Hansen Pharmaceutical Co., Ltd. (hereinafter referred to as Hansen Pharmaceutical), Zhejiang Cheng Yi Pharmaceutical Co., Ltd. (hereinafter referred to as Cheng Yi Pharmaceutical), Shaanxi Panlong Pharmaceutical Group Co., Ltd. (hereinafter referred to as Panlong Pharmaceutical) and Hunan Jiudian Pharmaceutical Co., Ltd.

According to the data of Oriental Fortune Choice, from 20 17 to 20 19, the marketing expenses of Fangsheng Pharmaceutical accounted for 72.48%, 86.9 1% and 84.35% of the sales expenses respectively. The marketing expenses of Chengxin Pharmaceutical Company account for 2.0 1%, 2.02% and 1.22% respectively. The proportion of marketing expenses in sales expenses of Teyi Pharmaceutical Company is 74.29%, 77. 19% and 8 1.47% respectively. The proportion of nine-point pharmaceutical promotion expenses to sales expenses is 75.09%, 87.57% and 89.03% respectively. The marketing expenses of Qianyuan Pharmaceutical accounted for 49.39%, 76. 13% and 8 1.59% of the sales expenses respectively. The marketing expenses of Laimei Pharmaceutical accounted for 73.39%, 865, 438+0.42% and 83.43% of the sales expenses respectively. The marketing expenses of Hansen Pharmaceutical account for 57.0 1%, 60% and 59.29% of the sales expenses respectively. The marketing expenses of Panlong Pharmaceutical accounted for 90.68%, 90.76% and 90.69% of the sales expenses respectively.

According to the annual reports of Kang Ling Pharmaceutical 20 17-20 19 and 20 17-20 19, the marketing service fees of Kang Ling Pharmaceutical accounted for 95.48%, 98.28% and 97.98% of the sales expenses respectively.

According to the annual reports of 20 18-20 19 and 20 17-20 19 of Jinling Pharmaceutical, the sales expenses of Jinling Pharmaceutical are 654.38+66 million yuan, 654.38+64 million yuan and 76 million yuan respectively, of which sales promotion is included. In the same period, the proportion of sales promotion and market development expenses to sales expenses was 39. 18%, 47.94% and 54.29% respectively.

According to the annual reports of Anlikang 20 18-20 19 and 20 17-20 19, the sales expenses of Anlikang are 232 million yuan, 647 million yuan and 765 million yuan respectively, of which the business promotion expenses are 207 million yuan and 62655 million yuan respectively.

According to the 20 18-20 19 and 20 17-20 19 annual reports of Zhendong pharmaceutical, the sales expenses of Zhendong pharmaceutical are13.53 million yuan,17.66 million yuan and 2/kloc-0.66 million yuan respectively.

According to the calculation of Jin Zhengyan North Capital Center, from 20 17 to 20 19, the average proportion of marketing expenses of comparable companies in the same industry in Warner Pharmaceutical Factory was 65.5 1%, 69.68% and 72.39% respectively.

That is to say, since 20 18, more than 90% of the sales expenses of Warner Pharmaceutical Factory are marketing expenses, and during the reporting period, that is, 20 17-20 19 and the first half of 2020, the cumulative amount of new marketing expenses was 862 million yuan. The other is 20 17-20655.

2. The telephone number and address of the company working with the partner of the controlling shareholder are "confused", or the company deposits and operates.

According to the prospectus, Warner Pharmaceutical said that it has an independent system of raw material procurement, product research and development, production and sales, and has the ability to operate independently directly in the market. Warner Pharmaceutical has telephone contact with the company where the partner of the controlling shareholder works, and its statement of independent operation may be "slapped in the face".

According to the prospectus, as of February 2, 2020, 65438, Yu Fangfang was a limited partner of Hunan Warner Pharmaceutical Investment Partnership (Limited Partnership), the controlling shareholder of Warner Pharmaceutical, and he invested 60,000 yuan in Fangfang, holding 0. 16% of the shares of Warner Pharmaceutical.

It should be pointed out that in 20 19, the contact number of the company where Yu Fangbo was a supervisor outside the company clashed with Warner Pharmaceutical Company.

According to the public information of the Market Supervision Administration, Liuyang Weinong Agricultural Products Management Co., Ltd. (hereinafter referred to as Liuyang Weinong) was established on 2065438+2009129 October, with Yu Fangbo as the supervisor.

According to the information disclosed by the Market Supervision Administration, the telephone number of Warner Pharmaceutical Company in its 20 19 annual report is 073 1-859 10598.

According to the information disclosed by the Market Supervision Administration, the telephone number of Liuyang Weinong's 20 19 annual report is 073 1-859 10598, and the address is No.5 Jiankang Avenue South Road, Liuyang Economic and Technological Development Zone, Changsha City, Hunan Province, and the address is Hunan Warner Pharmaceutical Factory Natural Medicine Co., Ltd. (hereinafter referred to as "natural medicine").

According to the prospectus, Natural Medicine is a wholly-owned subsidiary of Warner Pharmaceutical Factory.

That is to say, Liuyang for agriculture not only uses the telephone with Warner Pharmaceutical Factory, but also has its address in Natural Medicine, a wholly-owned subsidiary of Warner Pharmaceutical Factory. Is there any business confusion between Liuyang Weinong and Warner Pharmaceutical Factory and its subsidiary natural medicines? It is still unknown.

Moreover, Liuyang's business scope for agriculture overlaps with Warner Pharmaceutical Factory.

According to the information of the Market Supervision Administration, Liuyang's business scope for agriculture is the acquisition and sale of agricultural products and agricultural and sideline products. The business scope of Warner Pharmaceutical Factory also includes agricultural product sales, drug research and development, and Chinese herbal medicine purchase and sales.

It is not difficult to see that Yu Fangbo is a partner of Warner Pharmaceutical, the controlling shareholder of Warner Pharmaceutical. 20 19, Liuyang, as the supervisor, used the telephone for Nonghe Warner Pharmaceutical * * *, and the address was Natural Medicine * * * of Warner Pharmaceutical Subsidiary. Moreover, the business scope of Liuyang Weinong and Warner Pharmaceutical Factory partially overlaps, and Liuyang Weinong is "confused" with the natural medicines of Warner Pharmaceutical Factory and its subsidiaries.

Three. When independent directors are employed by competitors, it may be difficult for them to perform their duties diligently.

It is worth noting that an independent director of Warner Pharmaceutical Co., Ltd. serves as an independent director in major competitors and comparable companies in the same industry. This behavior may have violated the Guiding Opinions on Establishing an Independent Director System in Listed Companies, and may also lead to its inability to perform its duties independently.

According to the prospectus, Liu Shuping has been an independent director of Warner Pharmaceutical since 20 15438+0 1 and an independent director of Fangsheng Pharmaceutical since February 20 17.

Fangsheng Pharmaceutical Co., Ltd. and Warner Pharmaceutical Co., Ltd. are comparable companies in the same industry and also one of their competitors.

According to the prospectus, Fangsheng Pharmaceutical is not only a comparable company in the same industry of Warner Pharmaceutical, but also one of its main product competitors. The reason for being selected is that it is similar to Warner Pharmaceutical's main product treatment fields, such as cardiovascular and cerebrovascular diseases and anti-infective drugs. The main products involve Ginkgo biloba dispersible tablets, which are similar to Warner Pharmaceutical.

According to the 20 19 annual report of Fangsheng Pharmaceutical Co., Ltd., Fangsheng Pharmaceutical Co., Ltd. is mainly engaged in the research and development, production and sales of cardiovascular and cerebrovascular diseases, orthopedics, pediatrics, gynecology and anti-infective Chinese patent medicines.

According to the prospectus, the main preparation products of Warner Pharmaceutical Factory are distributed in digestive system, anti-infection, respiratory tract, anti-anemia, cardiovascular and cerebrovascular diseases, musculoskeletal diseases, diabetes drugs and others.

It can be seen that the products of Warner Pharmaceutical and Fangsheng Pharmaceutical include anti-infection and cardiovascular and cerebrovascular diseases.

In addition, according to the information disclosed by the Market Supervision Administration, the business scope of Fangsheng Pharmaceutical includes the production and operation of tinctures, tablets, hard capsules, granules, oral suspensions, powders, suppositories, powder injections, pills, small-volume injections, APIs, biopharmaceuticals and disinfectants.

According to the prospectus, Warner Pharmaceutical Factory has the production capacity of tablets, capsules, granules, powders, dry suspensions, inhalation solutions, small-volume injections, eye drops, freeze-dried powder injections and other dosage forms and chemical raw materials.

It should be pointed out that according to Document No.2000 [200 1] 102, independent directors shall perform their duties independently and shall not be influenced by major shareholders, actual controllers or other units or individuals interested in listed companies.

That is to say, Fangsheng Pharmaceutical, as one of the competitors of Warner Pharmaceutical's main products, has a competitive relationship with Warner Pharmaceutical in business, and Liu Shuping, the current independent director of Warner Pharmaceutical, also works in Fangsheng Pharmaceutical. What's the impact on Liu Shuping's independent performance of his duties? As an independent director of Warner Pharmaceutical Factory, Liu Shuping may not be able to maintain "independence".

Fourth, the core technology invention patent may be substitutable and innovative, or it may be "tortured"

Innovation is the "driving force" of enterprise development, and it is also an important means to improve enterprise production and operation and enhance enterprise market competitiveness. As a high-tech enterprise, Warner Pharmaceutical's core technology products account for more than 80% of its revenue.

According to the prospectus, during the two months of 20 17-20 19 and 2020 1-6, the income of Warner Pharmaceutical Factory's core technology products was RMB 32 10/00000, RMB 522 million, RMB 722 million and RMB 3170000 respectively.

According to the prospectus, the core technologies of Warner Pharmaceutical Factory include chiral drug technology, pellet release technology, bismuth engineering technology, lung inhalation drug delivery technology, preparation technology and quality control, and green extraction technology.

Among them, the patent number ZL 2009101"Catalyst Composition and Method for Preparing Faropenem" is one of the corresponding patents of the core technology "Preparation Technology and Quality Control", which is mainly applied to products such as raw materials and granules of Faropenem sodium.

According to the prospectus, from 20 17 to 20 19, the sales amount of faropenem sodium granules was14.73 million yuan, 4,760/kloc-0.000 yuan and 5,349 200 yuan respectively, accounting for 0.39% and 0.8% of the main business income.

However, as one of the invention patents corresponding to the core technology of Warner Pharmaceutical Factory, "Catalyst composition and method for preparing faropenem sodium" may be replaceable.

According to the prospectus, as of the signing date of the prospectus 65438+February 2, 2020, Warner Pharmaceutical Co., Ltd. and its subsidiaries owned 18 invention patents, of which 14 were self-owned patents and 4 were patents with external companies.

According to the public information in China National Intellectual Property Administration, Warner Pharmaceutical Factory has an invention patent named "Catalyst composition and method for preparing faropenem sodium", with the patent number of CN200910148791.1. The invention provides a catalyst composition and a method for preparing faropenem sodium of formula I, which comprises the following steps: reacting an intermediate compound of formula II with an allyl receptor under the action of a deallyzed catalyst to generate faropenem sodium of formula I, and the provided catalyst composition is easy to recover, thus greatly reducing palladium pollution in products.

According to the public information in China National Intellectual Property Administration, the patentees of the invention patent "A preparation method of faropenem sodium" are Shenyang Sanjiu Pharmaceutical Co., Ltd. and Shenzhen Huarun Jiuxin Pharmaceutical Co., Ltd., and the application number is CN20 17 10680967.2. The invention discloses a preparation method of faropenem sodium, which comprises the following steps: dissolving an obtained intermediate II in a solvent II to obtain faropenem sodium. This method greatly improves the reaction speed, product purity and yield, and palladium residue can meet the requirements without special treatment. The whole preparation method is simple, the cost is low, and it is suitable for the industrial production of drugs.

Through the comparison of beneficial effects and patent advantages, the above two invention patents are "similar", but is there any replaceable hidden worry about the invention patents involved in the above-mentioned core technology "preparation technology and quality control" of Warner Pharmaceutical Factory? The core technology products of Warner Pharmaceutical Factory are an important part of its main business income. Can we maintain our core competitiveness in the future? I don't know.

5. The total investment of funds raised by the project is 65438+500 million yuan more than that approved by the EIA, which is suspected of false statement.

The Measures for the Administration of Information Disclosure of Listed Companies clearly stipulates that information disclosure obligors shall disclose information in a true, accurate, complete and timely manner, and there shall be no false records, misleading statements or major omissions.

However, there is a data "fight" between the total investment funds raised by Warner Pharmaceutical Company in the prospectus and the EIA approval document published by the Hunan Provincial Department of Ecology and Environment.

According to the prospectus, the construction projects raised by Warner Pharmaceutical Factory this time are "Continuation of the construction project of high-end API production base with an annual output of 1 10,000 tons (Phase I)", "Continuation of the construction project of high-end API production base with an annual output of 1 10,000 tons (Phase II)", "Intelligent workshop construction project with an annual output of 3 billion bags of granules" and "Chinese medicine preparation and supporting quality inspection center". The total investment is 250 million yuan, 265.438+0 billion yuan, 350 million yuan, 200 million yuan and 745 million yuan respectively, and the amount of funds to be raised is 62 million yuan, 65.438+0.39 billion yuan, 350 million yuan, 200 million yuan and 63.65438+0 million yuan respectively.

Among them, the annual output 1 10,000 tons of high-end API production base project (Phase I) has a total investment of 250 million yuan, and the construction investment has been completed142 million yuan. This continuation plan uses the existing factory building of the project (Phase I) to increase the investment by 665,438+0.52 million yuan, and the EIA approval number is Xiang EIA [206542]. The project is located atNo. Tongguan Avenue 139, Tongguan Circular Economy Industrial Base, Wangcheng District, Changsha City, Hunan Province, and the main body of implementation is Hunan Warner Pharmaceutical Factory Chiral Drugs Co., Ltd. (hereinafter referred to as "Chiral Drugs").

What is puzzling is that the total investment in the first phase of the project in the prospectus is 654.38+0.5 billion yuan more than the EIA approval document.

According to Xiang EIA document [20 15] No.46, April/May 1 day of 20/KLOC-0, Hunan Provincial Department of Ecology and Environment agreed to implement the project of "Construction Project of High-end API Production Base with Annual Output 1000 Tons (Phase I)". Chiral drugs plan to invest about 1 100 million yuan to build a high-end API production base on the third-class industrial land of Tongguan Avenue 139, Tongguan Circular Economy Industrial Base in Wangcheng District, Changsha City.

It can be seen that the EIA approval number is the same, and the first phase of the project disclosed in the prospectus is the same as that disclosed in the EIA approval. Why is the total investment disclosed in the prospectus 65.438+0.5 billion yuan more than the EIA approval document? Is Warner Pharmaceutical Factory suspected of making false statements? Still the "question mark".

In fact, it's not just the data of Warner Pharmaceutical Factory and the official "wrong".

Sixth, the number of social security payers is "inconsistent" with the official announcement, and now the financial report is in doubt.

Paying social security not only protects the labor rights and interests of employees, but also is the social responsibility that enterprises should fulfill. However, the number of social security payers disclosed in the prospectus of Warner Pharmaceutical Factory is "not right" with the data in the public information of the Market Supervision Administration.

According to the prospectus, at the end of June, 20 17-20 19 and 20201-,the salaries of employees of Warner Pharmaceutical Factory and its subsidiaries were 5 14, 600, 738 and 749 respectively.

According to the prospectus, as of the signing date of the prospectus 65438+February 2, 2020, Warner Pharmaceutical Co., Ltd. has eight wholly-owned subsidiaries. They are natural drugs, chiral drugs, Hunan Warner Pharmaceutical Factory Pharmaceutical Trading Co., Ltd. (hereinafter referred to as "Warner Pharmaceutical Trading"), Hunan Warner Pharmaceutical Factory Science and Technology Development Co., Ltd. (hereinafter referred to as "Science and Technology Development"), Hunan Xinxing Chinese Medicine Formula Granule Engineering Research Center Co., Ltd. (hereinafter referred to as "Emerging Chinese Medicine"), Hunan Chiral Pharmaceutical Engineering Research Center Co., Ltd. (hereinafter referred to as "Chiral Engineering") and Hunan Warner Pharmaceutical Factory Luyuan Biotechnology Co., Ltd.

During the reporting period, the merger scope of Warner Pharmaceutical Factory changed.

Among them, Midea was established in 20 19, and Warner Pharmaceutical Company incorporated it into the scope of merger. That is, in 20 17, Warner Pharmaceutical Co., Ltd. has eight subsidiaries.

20 17 Warner Pharmaceutical Factory added four subsidiaries, namely Hunan Kangkang Chemical Co., Ltd. (hereinafter referred to as "Kangkang Chemical"), Luyuan Bio, Hunan Yikelong Brand Planning Consulting Co., Ltd. (hereinafter referred to as "Yikelong Planning") and Hunan Warner Fu Brand Planning Consulting Co., Ltd. (hereinafter referred to as "Warner Fu Planning"). That is, it has been a subsidiary of 1 1 Warner Pharmaceutical Co., Ltd. for 20 17 years.

20 18, Kangkang Chemical, Yikelong Planning and Warner Fu Planning were cancelled. That is, in 20 18, seven subsidiaries * * * were included in the merger scope of Warner Pharmaceutical Factory.

It is worth noting that in 20 17, the number of social security payers of Warner Pharmaceutical Factory and its subsidiary "Guanxuan" was less than 200 people as disclosed in the prospectus.

According to the public information of the Market Supervision Administration, Luyuan Bio was once named Luyuan Chemical Co., Ltd. and Hunan Warner Pharmaceutical Factory.

According to the data of the Market Supervision Administration, in 20 17 years, there were 266 social security payers in Warner Pharmaceutical Factory, 0 natural medicines, 8 chiral medicines, 0 Warner pharmaceutical trade, 0 scientific and technological development, 0 chiral engineering, 2 Luyuan biological social security, 0 emerging Chinese medicines and 9 Kangkang chemical industry.

In 20 17, the number of social security contributors of Warner Pharmaceutical Factory and its subsidiaries was 285, 229 fewer than that of 5 14 disclosed in the prospectus.

In 20 18, the actual number of people who paid social security by Warner Pharmaceutical Factory and its subsidiaries was more than that disclosed in the prospectus 19.

According to the data of Market Supervision Administration, in 20 18 years, the number of social security contributors of Warner Pharmaceutical Factory was 290, that of natural medicines was 40, that of chiral medicines was 135, that of Warner Pharmaceutical Trade was 84, that of scientific and technological development was 44, that of chiral projects was 22, that of Luyuan Bio-social security was 4, and that of emerging Chinese medicines was 0.

That is, in 20 18, the number of social security payers of Warner Pharmaceutical and its subsidiaries was 6 19, which was more than the 600 disclosed in the prospectus.

Similarly, in 20 19, the number of social security contributions of Warner Pharmaceutical Factory and its subsidiaries was inconsistent with the "official announcement".

According to the data of Market Supervision Administration, in 20 19, there were 273 social security payers in Warner Pharmaceutical Factory, 49 in natural medicine, 267 in chiral medicine, 93 in Warner pharmaceutical trade, 36 in scientific and technological development, 29 in chiral engineering, 0 in emerging Chinese medicine, 3 in Luyuan Bio-social security and 3 in Meinuo.

In 20 19, the number of social security contributors of Warner Pharmaceutical and its subsidiaries was 750, more than 738 disclosed in the prospectus 12.

It is not difficult to see that in 20 17-20 19, the number of social security payers disclosed in Warner Pharmaceutical Company's prospectus was inconsistent with the official announcement. Among them, in 20 17, the number of social security payers disclosed in the prospectus of Warner Pharmaceutical Company was 200 more than the official announcement, and the quality of information disclosure of Warner Pharmaceutical Company was "discounted".

How far can Warner Pharmaceutical Factory go under the "test" of the capital market? Still unknown.