Half a month ago, Ningbo Meishan Bonded Port Area Xinsha Hongyun Investment Management Co., Ltd. (hereinafter referred to as Xinsha Hongyun) went to the Futian Court in Shenzhen and obtained a 000408 of Zangge Holdings (000408. SZ) Equity Transaction Confirmation and Enforcement Ruling.
However, on November 16, Zangge Holdings issued an announcement that 57 million shares of Zangge Holdings held by yonghong Industry, a shareholder of the listed company, were judicially auctioned on the Taobao judicial auction network platform, but according to the auction results, the auction was auctioned.
As of the close of trading on November 16, Zangge Holdings closed at 25.15 yuan. The above-mentioned starting price is 19.27 yuan / share, and the underlying equity auction has been nearly 7.7% discounted compared with the secondary market price, but still no one participated in the auction.
According to Article 8 of the Provisions of the Supreme People's Court on auctioning and selling property in civil enforcement by the People's Courts, if there is a stream of auctions, when auctioning again, the reserve price may be reduced as appropriate, but the amount of each reduction shall not exceed 20% of the previous reserve price. This means that if the above-mentioned streaming auction equity is to be "second auctioned", the starting price will not be less than 15.42 yuan / share.
A person from the securities department of Zangge Holdings told reporters that whether the above-mentioned assets should be auctioned twice, it is also necessary to wait for the notice of shareholders. At present, shareholders have not yet responded to the streaming auction. In addition, the person said that at present, the company has not disclosed the overall debt situation of the major shareholders. "The equity of the major shareholder listed company has been basically pledged, and the debt has been resolved through auction after recent consultation with creditors."
It is worth noting that it should be pointed out that Xiao Yongming, the controlling shareholder of Zangge Holdings, and Xiao Yongming, the actual controller of Zangge Holdings, also recently sent out a "Notification Letter", and the Futian District Court publicly auctioned 116 million shares of listed companies held by Zangge Group and 95.5 million shares held by Xiao Yongming at 10:00 on December 12 to 10:00 on December 13 (except for delays), with a starting price of 19.27 yuan per share, with a total starting amount of 4.076 billion yuan.
The debt of the major shareholder behind the pledge share auction is overhanging
On November 2, Zangge Holdings issued an announcement in the evening that in the case of the security property rights of the company's controlling shareholder, Zangge Group, and its co-actor Yonghong Industry and Anxin Securities Co., Ltd., the Shenzhen Futian District People's Court successfully bid for 55 million shares of the company held by Zangge Group and 26 million shares of the company held by Yonghong Industry on the judicial auction network platform of Taobao from 10:00 on October 21, 2021 to 10:00 on October 22, 2021.
The bidder is Ningbo Meishan Bonded Port Area Xinsha Hongyun Investment Management Co., Ltd., and the auction price is 19.27 yuan per share. According to Qixinbao, the shareholder behind Ningbo Meishan Bonded Port Area Xinsha Hongyun Investment Management Co., Ltd. is Jiangsu Shagang Group Co., Ltd.
Why Shagang Group is willing to take part of the equity of Zangge Holdings at a cost of 19.27 yuan per share is unknown. According to professional estimates, the price of 19.27 yuan / share is not cheap, and the price after the conversion of shares is 26.76 yuan / share.
However, the auction of Zangge Holdings' shares on November 16 did not go as smoothly as the previous time, and the auction results were sold out.
According to the "Performance Compensation Agreement" and supplementary agreement signed with Zangge Group, Yonghong Industry, Xiao Yongming and Lin Jifang when Zangge Holdings implemented major asset restructuring and listing in 2016, the cumulative unfulfilled promised performance of Golmud Zangge Potash Co., Ltd. (a wholly-owned subsidiary of a listed company) was 1.247 billion yuan in the three years from 2016 to 2018.
As a result, the corresponding compensation shares of the four compensation obligors including Zangge Group shall be 492 million shares to Zangge Holdings, and the corresponding compensation shares will be repurchased and cancelled by the listed company at a total price of 1 yuan. In November 2017, Zangge Holdings repurchased and cancelled 78.4521 million shares of compensation shares of the four compensation obligors including Zangge Group in 2016 at a total price of 1 yuan; as of the announcement and disclosure date on October 12, Zangge Group and four other compensation obligors had not yet fulfilled their performance commitment share compensation obligations for 2017 and 2018, and the total number of shares that should be compensated but not compensated was 413 million shares.
According to the company's disclosure announcement on November 10, as of the announcement disclosure date, Zangge Group, the controlling shareholder of Zangge Holdings, and its co-actors Yonghong Industry, Xiao Yongming and Lin Jifang held a total of 1.467 billion shares of the listed company, accounting for 73.58% of the total share capital of Zangge Holdings. Among them, the number of shares that have been judicially auctioned is 81 million shares, accounting for 4.06% of the total share capital of the company; the number of shares that will be judicially auctioned is 268.5 million shares, accounting for 13.47% of the total share capital of the company.
According to informed sources close to Zangge Holdings, the current amount of liabilities pledged by Zangge is more than 10 billion yuan, and the creditors include Shanghai Pudong Development Bank, Guosen Securities, Huarong Securities, Minsheng Beijing Branch, Xining Rural Commercial Bank, Agricultural Bank Golmud Branch, and Huishang Bank Shenzhen Branch. The principal and interest of debt without share pledge is far less than the order of magnitude of the amount of debt with share pledge.
Therefore, the above-mentioned people familiar with the matter said that the rise in stock prices has a positive effect on its debt repayment.
The "Salt Lake" concept has a geometric gold content
Since 2021, the price of potassium chloride and lithium carbonate has soared, directly driving the stock price of Zangge Holdings from less than 3.55 yuan to the highest to 35.55 yuan. After September, the concept of "lithium extraction in salt lakes" began to cool down, and as of November 16, Zangge Holdings closed at 25.15 yuan, still up more than 6 times.
Looking back at the "Salt Lake" assets of Zangge Holdings, the geometry of its gold content is worth exploring.
According to Zangge Holdings' reply to investors' questions, the company has a mining warrant for the Salt Lake in Qarhan with an area of 724 square kilometers, and the area of the Salt Lake Exploration Warrant for Dalangtan with an area of 492 square kilometers, with a total area of 1216 square kilometers, which is about 1/3 of the area compared with the 3700 square kilometers of Salt Lake Shares. And in November of this year, Salt Lake replied to investors that 200 million cubic meters of old halogen are discharged every year to manufacture potassium chloride. At present, Lanke Lithium consumes about 2,000 cubic brine to produce one ton of industrial-grade lithium carbonate.
"According to this, the lithium carbonate production capacity of Salt Lake Co., Ltd. can reach up to 100,000 tons." A person in charge of a Private Equity Fund in Zhejiang told reporters that according to the area calculation, in theory, the lithium carbonate production capacity of Salt Lake Shares is 3 times that of Zangge Holdings, but because the quality of Salt Lake lithium resources is not as good as That of Salt Lake Shares, the salt lake lithium concentration of Zangge Holdings is lower than that of Salt Lake Shares, so in fact, the production capacity will be limited.
"We can't compare with the salt lakes, they are several times more concentrated than ours." A person from the securities department of Zangge Holdings said.
According to the public disclosure of the two companies, the concentration of lithium ions in Salt Lake shares is about 200-250ppm, and the lithium content of Zangge Holdings is only around 50ppm. According to Zangge Holdings in the interactive platform to reply to investors, the company achieved lithium carbonate production of 5572 tons and sales of 8390 tons in the first three quarters, and achieved an output of 8000 tons and a sales volume of 10,000 tons in the whole year.
"This means that for Zangge Holdings, the current resources, lithium carbonate production capacity of about 10,000 tons may be a ceiling." The person in charge of the above-mentioned private equity institution said that the "salt lake lithium extraction" has a greater "concept" level for Zangge Holdings.
However, it is worth noting that Zangge Holdings said on the investor interactive platform on October 30 that according to the strategic cooperation agreement signed between the company and the Tibetan Youth Fund, the two sides will play their respective advantages to jointly develop the lithium mine resources of the salt lake, and the company is responsible for the development and construction of all salt lake lithium mining enterprises invested, including Mamicuo Mining, and the support of salt lake lithium extraction technology and production and operation management. The Zangqing Fund is responsible for raising funds and focusing on investing in salt lake lithium mining enterprises at home and abroad, and the main investment direction is equity investment in salt lake lithium mining enterprises including Mamicuo Mining.
Third quarter results are questionable
In addition, during the period of stock price increase, carefully reading the 2021 interim report and the third quarter report of Zangge Holdings, there are some "suspicious" points.
According to the 2021 interim report of Zangge Holdings, the revenue in the first half of the year was 1.102 billion yuan, an increase of 23.93% year-on-year, and the net profit was 445 million yuan, an increase of 414.00% year-on-year. Among them, the 2021 semi-annual report shows that the investment income belongs to the non-recurring profit and loss (including credit guarantee loss) of Tibet Julong Copper Co., Ltd. of 150 million yuan, of which the non-recurring profit and loss from Julong Copper in the first quarter of this year alone reached 144 million yuan. It is not the result of actual operation. The person in charge of the above-mentioned Zhejiang private equity fund told reporters that the accrual and flushback of the credit guarantee loss of Julong Copper has played a big role in the impact of the net profit reported on the regular report.
In addition, the situation in the third quarter of Zangge Holdings was somewhat "unusual".
According to the third quarterly report of Zangge Holdings, the revenue in the third quarter of 2021 was 997 million, an increase of 235.2% year-on-year, and the net profit was 380 million, an increase of 103.3% year-on-year; the net profit after deducting non-profit was 384 million, an increase of 303.2% year-on-year.
According to the production and sales data of the potash fertilizer business in 2019 and 2020 announced by Zangge Holdings, its main product potassium chloride in the second and fourth quarters is the peak sales season, and the production and sales volume is significantly higher than that in the first and third quarters.
At that time, Zangge Holdings said that the main source of the company's operating income is the sales of potash fertilizer, from the consolidated statement of the second quarter of 2020, the fourth quarter of the operating income is significantly higher than other quarters of the main reasons are: potash fertilizer production and sales have the characteristics of off-peak season, the second and fourth quarters for the traditional sales season, especially the fourth quarter, the downstream manufacturers to purchase potash fertilizer for the following spring spring sowing fertilizer demand as a reserve.
However, the production and sales of potassium chloride in the third quarter of 2021 of Zangge Holdings were higher than in the second quarter, which was significantly inconsistent with the situation in previous years.
According to the reply of Zangge Holdings on the interactive platform, the reporter calculated the production and sales of potassium chloride of Zangge Holdings from the first quarter to the third quarter of 2021. The output of potassium chloride in the three quarters of this year was 132,900 tons, 229,000 tons and 319,900 tons, and the sales volume was 142,700 tons, 258,000 tons and 266,800 tons, respectively.
In addition, the person in charge of a large private equity institution that calculated the production and sales of salt lake shares this year based on public information told reporters that compared with the production and sales of salt lake shares in the same industry of Zangge Holdings this year, the production and sales of salt lake shares in the second quarter of salt lake shares are in line with the characteristics of the peak season, and the first quarter and the third quarter are still off-season.
This means that the production and sales of potassium chloride in the third quarter of this year are obviously inconsistent with the industry situation and its own situation in previous years.
In this regard, Li Ruixue, secretary of the board of directors of Zangge Holdings, said that the company has set production targets and sales targets, and can flexibly formulate sales policies according to market conditions. According to the third quarterly report, the reason for the increase in revenue was that the sales price of lithium carbonate and potash fertilizers increased significantly compared with the same period last year. Revenue growth is not just about sales, it's also about price. In addition to the industry situation and seasonality, there are other factors in the production and sales of potassium chloride, such as recent policies.
Li Ruixue told reporters, "It is normal for the third quarter to be higher than the second quarter. Sometimes, the goods are sent out in the second quarter, but the invoice is not issued, and the finance is recorded according to the invoice, which will be recorded until the third quarter. Our production and marketing are real. The reporter asked whether it is possible to record the goods in the fourth quarter to the third quarter, Li Ruixue said, "It is also very normal, the goods sent in the third quarter, from the seller's point of view, may be recorded in the third quarter, not reflected in the performance of the fourth quarter." There is also this possibility. ”