The original actual controller family cashed out, and the life of the actual controller Jiang Yong was not good.
Written by | Rain
In March 2017, Kaiyuan Shares, which is mainly based on instrumentation manufacturing, will include Hengqi Education and CUHK Talents.
In 2019, Luo Xudong, chairman of Kaiyuan Co., Ltd., resigned, and Jiang Yong, chairman of Hengqi Education, took office.
So far, Jiang Yong has completed the backdoor listing of the curve after three years. However, with the departure of the original actual controller, Jiang Yong's life does not seem to be good.
In recent years, Kaiyuan Education has always been in a state of huge losses.
From 2019 to September 30, 2021, New Century Education lost a total of 1.581 billion yuan.
In the first three quarters of 2019, 2020 and 2021, Kaiyuan Education had a net loss of 635 million yuan, 766 million yuan and 180 million yuan respectively.
The huge loss is closely related to the impairment of the goodwill of New Century Education.
From 2019 to 2020, Kaiyuan Education recorded a goodwill impairment of 1 billion yuan, which directly led to a net loss of more than 1.4 billion yuan for two consecutive years.
In terms of splitting, the impairment of goodwill mainly occurred in the education business. In 2019, Kaiyuan Education recorded a goodwill impairment of RMB570 million on Hengqi Education. Among them, Kaiyuan Education recorded a goodwill impairment of 63.56 million yuan for CUHK Talents and 6.755 million yuan for Tianhu Education.
In 2020, the goodwill of New Century Education was impaired by 400 million yuan. Among them, Kaiyuan Education accrued 324 million yuan for Hengqi Education, 29.96 million yuan for Zhongda Yingcai, and 18.34 million yuan for Tianhu Education.
The huge goodwill impairment comes from the acquisition of Kaiyuan Education, which also needs to start from the "transformation" of Kaiyuan Education.
Before 2019, the GEM could not borrow backdoor, but Kaiyuan Education realized the "curve" listing of educational assets through a series of operations such as mergers and acquisitions, divestiture of the original main business, management change, and change of actual controller.
Kaiyuan Education's former name was "Kaiyuan Instrument", starting from the research and development and sales of coal quality testing instruments and equipment, and the specific products include coal quality testing instruments, coal quality sampling equipment and coal quality sample making equipment. On July 26, 2012, New Century Instruments landed on the ChiNext board of the Shenzhen Stock Exchange.
However, affected by the sluggish and fierce market competition in the coal, steel and cement industries, the performance of Kaiyuan Instruments is tepid. In 2015, the net profit after deducting non-profit was only 1.4398 million yuan, down 97% year-on-year.
In March 2017, Kaiyuan Instruments began to transform, acquiring 100% of the equity of Hengqi Education and 70% of the equity of Zhongda Yingcai for 1.2 billion yuan and 182 million yuan respectively. In April, Kaiyuan Instruments changed its name to Kaiyuan Shares. Subsequently, the company has successively acquired some or all of the equity of Dodi Technology, Tianhu Education, Zuo Fan Education and other companies, increasing the layout of the education industry. By the end of 2017, the company's goodwill reached 1.410 billion yuan.
In November 2018, Luo Jianwen, the former chairman of Kaiyuan Education, resigned as the chairman of the company.
In March 2019, New Century Education spun off the original instrumentation business, the company's main business changed to a single vocational education business, in June of the same year, due to the completion of the performance commitment of Zhongda Yingcai, Kaiyuan Education acquired the remaining 30% equity of Zhongda Yingcai.
In September 2019, Jiang Yong, chairman of Hengqi Education, was appointed chairman of Kaiyuan Education, and in December of the same year, Zhao Jun, chairman of CUHK Yingcai, was appointed vice chairman of Kaiyuan Education.
In August 2020, due to the completion of the performance commitment of Tianhu Education, Hengqi Education acquired the remaining 44% equity of Tianhu Education.
In September 2020, Kaiyuan Education issued an announcement on the change of controlling shareholder and actual controller, changing the controlling shareholder of the company from Luo Jianwen and his consistent actors to Jiang Yong and his consistent actors, and the actual controller of the company was changed from Luo Jianwen to Jiang Yong.
In December 2020, the company name was changed to New Century Education Technology Group Co., Ltd., and the abbreviation of securities was changed to "New Century Education".
At this point, Jiang Yong, chairman of Hengqi Education, has fully mastered the listed company platform.
In the past few years, through a series of acquisitions and other operations, Jiang Yong and his co-actors have achieved the "Dove Occupy magpie's nest" with the education business, and the curve has been listed.
However, the aftermath of a series of acquisitions gradually emerged.
On the one hand, with a large number of goodwill impairments and huge losses, the founder family cashed out hugely.
At the beginning of the listing, Luo Jianwen and his two sons Luo Xudong and Luo Huadong (hereinafter referred to as the Luo family) held a total of 61.19% of the equity of the listed company.
After the relevant vocational education business was acquired, the Roche family began to reduce its holdings and transfer rights one after another. According to the financial report of the third quarter of 2021, the luo family's shareholding ratio is only 5%, of which Luo Jianwen holds 1.82% of the shares and Luo Huadong holds 3.18%.
According to incomplete statistics of Blue Whale Education, since 2017, the Roche family has reduced its holdings by a total of 128 million shares, with a total reduction of 1.735 billion yuan.
With the Reduction of the Luo Family and the cash-out, the entry of the actual controller Jiang Yong also paid a lot of price. According to incomplete statistics, since 2016, Jiang Yong and his co-actors have spent a total of more than 900 million yuan.
Among them, in 2016, Kaiyuan Shares and Jiang Yong reached an acquisition transaction. Kaiyuan shares to Jiang Yong and other 4 specific investors, the non-public issuance of shares to raise supporting funds not more than 470 million yuan, used to pay for The New Century shares to Hengqi transactions, Zhongda Yingcai cash consideration and intermediary fees.
In 2017, Jiang Yong and Jiang Sheng, a co-actor, participated in Kaiyuan Education to increase 11.25 million shares, contributing 248 million yuan.
It is worth mentioning that from 2018 to 2019, Jiang Yong and Jiang Sheng, a consistent actor, reduced their holdings of these 11.25 million shares through block transactions and other means, with a total reduction amount of 96.44 million yuan. In the past three years, a total floating loss of 150 million yuan.
Subsequently, in September 2019, Zhao Jun, a concerted actor of Jiang Yong, invested 220 million yuan to receive a 5.11% stake in Kaiyuan Education.
However, Jiang Yong, who spent a lot of money to enter the market, was faced with a constantly impaired goodwill and a stock price that "fell and fell".
As of November 8, 2021, the closing price of Kaiyuan Education's Shenzhen Stock Exchange was 5.28 yuan, compared with 28.24 yuan in 2016, which has fallen by 81%, and the total market value is only 1.839 billion yuan.
At the same time as a series of operations, Kaiyuan Education is still facing the problem of tightening cash flow. As of September 30, 2021, The balance of cash and cash equivalents of New Century Education was 77.423 million yuan, compared with 114 million yuan in the same period of the previous year, a decrease of 32% year-on-year.
After the continuous mergers and acquisitions, there are many "sequelae" of Kaiyuan Education. Under the influence of various factors such as cash flow pressure, rising debt, high costs, and persistent losses, it has become very difficult to turn over against the wind.