Recently, 000615.SZ spent 79 million yuan to acquire the assets of three shops located in Panyu District of Guangzhou City from the main body controlled by Aoyuan Group, a major shareholder.

However, ID:TradeWind01 noted that the related party transactions formed for store assets are controversial in terms of counterparty, transaction scale and transaction price.

As a result, the acquisition not only aroused opposition on the board of directors, but also attracted the attention of the Shenzhen Stock Exchange.

The purchase of shops by Aoyuan Meigu from major shareholders may objectively slow down the liquidity problems of the major shareholder Aoyuan Group, and whether there is a situation of benefit transfer in this acquisition has become an issue of the greatest concern to the market.

There is doubt about the valuation of assets.

There are only three shops priced at 79 million yuan this time.

Aoyuan Meigu announced on November 23 that it is expected to spend 79 million yuan to buy a shop and two shops owned by Guangzhou Wanbei Investment Management Co., Ltd. (hereinafter referred to as Wanbei Investment) and Guangzhou Aoyu Real Estate Development Co., Ltd. (hereinafter referred to as Aoyu Real Estate). The Aoyuan Group holds 65% and 46.04% of Wanbei Investment and Aoyu Real Estate, respectively.

Among them, Aoyuan Meigu bought this shop owned by Wanbei investment at the price of 53 million yuan, which is currently used as the store of Guangzhou Aurora Medical and Beauty Clinic Co., Ltd. (hereinafter referred to as Aurora store). The store is located in Room 401, No. 36 Wanhui Road, Nancun Town, Panyu District, Guangzhou City, with a floor area of 1852 square meters. In terms of 53 million yuan and 1852 square meters, the price of the store is 28700 yuan per square meter.

The other two stores sold by Aoyu Real Estate are located at Room 101st and Room 367,367, Nanhua Road, Qiaonan Street, Panyu District, respectively, with a floor area of 399.59 square meters. With a total price of 26 million yuan and a price of 799.18 square meters, the average price per square meter is about 33000 yuan.

As for the reasonableness of the deal, Aoyuan Meigu said: "the major commercial projects in this sector have scarce inventory, relatively mature commerce, high population density, and a good market foundation for light medicine and beauty." The supply of first-hand shops in this plate is tight. After inquiry, Ke'erui (specializing in providing real estate information and consulting big data service providers), the projects in the plate, such as Jindi Yiyufu, Wanda Square, Yuehai Tianhe City and Sihai City, currently show that there are no shops for sale, among which Jindi Yiyue House is about 1.5km from shops, and 9 sets of shops have been sold in the past 2 years, with an average price of 51900 yuan per square. "

However, ID:Tradewind01 found that although the price is in line with the market price, it is still open to question whether 28700 yuan per square meter is fair for shops with a floor area of more than 1800 square meters.

According to KE Holdings Inc, the total price of a 35-inch shop with a floor area of 35 square meters in the center of Huambo is 1.1 million, and the listing price per square meter is about 31000 yuan. In the same location, the listing price of a high-end clubhouse with an area of 118 square meters is reduced to 23600 yuan per square meter.

In the view of real estate people, due to the general lack of liquidity of shop assets, large-scale, large-volume transactions are often accompanied by a large degree of discount relative to the listing price.

"the overall lack of liquidity in store assets, and the major first-and second-tier cities are in a state of surplus, coupled with the impact of the epidemic, is not very easy to sell, liquidity is poor." A person in the real estate industry said, "so the sale of such a large area is often accompanied by a certain discount, and the sale price of thousands of square meters is still high."

The Shenzhen Stock Exchange also questioned the pricing.

"combined with the transaction price, follow-up use arrangements, decoration and maintenance investment and the impact of related depreciation amortization, etc., explain the reason and rationality of your company's adoption of purchasing rather than leasing shops, and whether the transaction pricing basis is fair and reasonable," the Shenzhen Stock Exchange pointed out.

In addition, the three shops with a total of about 2651.18 square meters are all located in Panyu District. It is also a big question how Aoyuan Meigu carries out medical and beauty business in the same area, and there are a number of medical institutions in this area, according to Baidu, Inc. 's map. Panyu District has Star Medical Beauty, Jiakang Medical Beauty and so on.

Lightning delivery and transfusion shareholders?

What is strange about this deal is the speed of the acquisition and delivery of the above-mentioned store assets by Aoyuan Mei Valley.

Oyuan Mei Valley informed the board of directors to hold an emergency meeting on the morning of November 22, and in the afternoon the board of directors passed the bill "hastily" with 4 votes to agree, 1 vote against and 0 abstention, and the transaction was completed and delivered within the same day.

Among them, the class of directors who voted against said: "because time is urgent and it is impossible to judge the fairness and necessity of this related party transaction and the adequacy of information disclosure according to the available information."

Such a quick payment of 79 million yuan is not difficult for the cash-rich Oyuanmei Valley, which has 703 million yuan as of September 30, 2021, according to wind.

Even so, Aoyuan Meigu is currently an important listing platform for the transformation of Aoyuan Group to the direction of medical beauty, and once spun off the real estate business.

From a business point of view, Aoyuanmeigu adopts a full-chain layout.

For example, in the medical and beauty terminal business, on March 18, 2021, Aoyuan Meigu bought a 55% stake in Zhejiang Liantianmei Enterprise Management Co., Ltd. (hereinafter referred to as Liantianmei) at a transaction price of 697 million yuan. Among them, Liantianmei has two medical beauty hospitals, with plastic surgery, micro-plastic surgery, skin beauty, oral beauty and other major business departments, to provide plastic surgery, micro-plastic surgery, skin beauty and other services.

In terms of upstream raw materials, Aoyuan Meigu has also reached strategic cooperation with a number of companies and put some medical materials into production.

With so much effort to achieve the transformation to the medical and beauty industry, the acquisition of store assets by Aoyuan Meigu has also raised questions in the market about the direction of its transformation.

The Shenzhen Stock Exchange also mentioned in the letter of concern: "whether it is in line with your company's strategic layout of developing light medical beauty with 'lower operating costs' is it possible to increase your company's operational and financial risks."

The reason why Aoyuan Meigu "rushed" to buy these three shops with major shareholders may be able to find the answer in the "tight" capital chain of the Aoyuan Group.

For example, on November 12, the Huiju No. 2 collective asset management plan of the Blood Transfusion Auyuan Group was declared in breach of contract; at the same time, the extension plan of the Ultron II asset-backed securities of the Auyuan Group, as the original owner, was approved, with a total redemption amount of about 816 million yuan.

In response to the above problems, the Aoyuan Group has also hired intermediaries to assess its capital structure, financial position, debt and liquidity. Zhonggang Capital is the financial adviser of a number of real estate companies to deal with debt crisis or liquidity problems.

According to media reports, Aoyuan Group also negotiated the extension of three private equity products, including Zhongshan Securities-Ultron II Asset support Special Plan, and the outstanding principal balance has reached 1.516 billion yuan.

On November 24th, United Credit Evaluation Co., Ltd. (hereinafter referred to as United Credit) downgraded the credit rating of the Olympic Garden Group and "19 Olympic Garden 02", "20 Olympic Garden 01", "20 Olympic Garden 02" and "21 Olympic Park debt" to negative AA+, rating outlook.

Under such a tight capital chain, Aoyuan Group took charge of Aoyuan Meigu to implement a large related party transaction so quickly, which obviously triggered speculation about the real motive behind the movement of its assets.

"it can be seen that the capital chain of major shareholders is very tight at present, but selling shops that are not good to sell to listed companies at this time will objectively alleviate the capital chain of major shareholders." An investment banker in Beijing said, "in this case, the market will inevitably speculate that Aoyuan Group will use this kind of transaction to cash out for itself."