The mystery of Melya (600107)’s stock price rising despite poor performance seems to have an answer.

On July 10, Melya announced that it planned to purchase 311 million shares of Gansu Zhongyou Health Pharmaceutical Co., Ltd. (hereinafter referred to as "Zhongyou Shares") by issuing shares and paying cash, with a transaction amount of approximately 1.5 billion yuan.

After the acquisition is completed, Zhongyou Shares will become a holding subsidiary of Melya.

Zhongyou Co., Ltd. is a large pharmaceutical chain enterprise in the northwest region, with more than 3,000 chain pharmacies. Its revenue and asset size in 2019 are several times that of Melya.

The disparity in strength between the two parties, coupled with the fact that Zhongyou Shares has been seeking to be listed, has led to many speculations such as "Shen Tunxiang" acquisition of "backdoor".

On the evening of August 16, Melya responded to relevant inquiries from the Shanghai Stock Exchange, and the relevant mysteries gradually emerged.

The Mystery of Xiaotunda’s Acquisition Zhongyou Shares is headquartered in Lanzhou, Gansu Province. It was formerly known as Gansu Zhongyou Pharmaceutical Group Co., Ltd. and was established on December 22, 1996.

Zhongyou Shares has always been rooted in the northwest, so it is not as widely known as Laobaidian Pharmacy, Yifeng Pharmacy, Neptune Xingchen, etc.

According to the information disclosed by Zhongyou Shares, the company currently has more than 3,000 pharmacies and ranks among the "Top Ten Pharmaceutical Retail Companies in 2019" released by the China Pharmaceutical Business Association.

Not long ago, Zhongyou Shares ranked sixth among the top 50 private enterprises in Gansu in 2019 released by the Gansu Federation of Industry and Commerce.

Zhongyou Shares is affiliated to Gansu Zhongyou Health Management Group Co., Ltd. (hereinafter referred to as "Zhongyou Group"), and is also related to Taikang Life - Tianjin Tasly Health Industry Investment Partnership, in which Taikang Life has a stake, holds 6.45% of the company's shares.

, is the second largest shareholder of Zhongyou Shares.

Melya is headquartered in Huangshi, Hubei. Its main business is the research and development, design, production and sales of clothing and apparel products. Men's suits are the company's traditional advantage products.

However, Melya's performance has continued to be sluggish in recent years, and its non-net profit has been negative since 2013.

According to the data disclosed in the annual report and acquisition plan, as of the end of 2019, Melya's total assets were 1.057 billion yuan, and Zhongyou's total assets were 4.771 billion yuan.

In 2019, Melya's operating income was 447 million yuan, net profit was 39.45 million yuan, and a loss after non-exclusion was 10.6 million yuan.

The unaudited operating income of Zhongyou Shares was 4.26 billion yuan, nearly 10 times that of Melya, and its net profit reached 322 million yuan.

In addition, the performance of both parties in the capital market in recent years has also attracted people's imagination.

First of all, the actual controller of Melya once thought about "getting rid of it".

In 2016, Xie Zhikun, the founder of Zhongzhi Enterprise Group, became the actual controller of Melya.

Xie Zhikun is good at capital operation. In 2017, he planned to resell Melya, but it fell through because the buyer was unable to perform the contract.

However, Melya's share price rose by nearly 50%.

Secondly, in recent years, Zhongyou Shares has also been seeking to be listed.

According to China Medical News, its founder Feng Dexiang had launched a listing plan in 2010, but there has been no substantial progress.

However, in its reply to the Shanghai Stock Exchange, Melya said that Feng Dexiang, the major shareholder of Zhongyou Shares, has promised not to seek actual control over the listed company, and Xie Zhikun's status as the actual controller will not change, and it does not constitute a reorganization and listing.

Pharmacy chain commits to "marrying down" As mentioned before, if this is just a simple equity acquisition, then Zhongyou shares' annual net profit exceeds 300 million yuan, why would it commit to a company smaller than its own?

Fulcrum Finance combed through the public financial data and related information of Zhongyou Shares and found that the most likely reason is that there is a problem with its liquidity.

First, the company has high debt and poor solvency.

From the perspective of financial data, although Zhongyou shares have assets of 4.7 billion yuan, liabilities are 3.6 billion yuan, and the asset-liability ratio is approximately 75.51%, which is much higher than the industry average of 50%.