The "storm" of Tsinghua Unigroup's restructuring has not stopped and has risen again.
On the evening of December 16, Tsinghua Unigroup Co., Ltd. (hereinafter referred to as Tsinghua Tsinghua Group) issued the "Solemn Statement of the Manager of Tsinghua Unigroup Co., Ltd." on its official website, saying that it noted that Jiankun Group, a minority shareholder of Tsinghua Unigroup, and Zhao Weiguo, a controlling individual, spread false remarks about the disposal of debt risks of Tsinghua Unigroup. "Under the operation of Zhao Weiguo, tsinghua holdings and jiankun group have lost the value of the equity of tsinghua holdings and jiankun group in the tsinghua group, resulting in losses."
In the above statement, the manager of Tsinghua Unigroup said, "Regarding the dissemination of false information by Jiankun Group and Zhao Weiguo in an attempt to interfere with and affect the judicial reorganization process of Tsinghua Unigroup, the manager resolutely opposes it and will take measures to pursue the legal responsibility of relevant individuals and units in accordance with the law." ”
As the other side of the incident, Zhao Weiguo said in an exclusive interview with the first financial reporter on the evening of the 16th that the asset value of Tsinghua Unigroup was at least more than 210 billion yuan, and said that (receiver) Zhilu Jianguang did not currently have the ability to fund 60 billion yuan.
For the manager of Tsinghua Unigroup Co., Ltd., Zhao Weiguo told the first financial reporter, "I have sought Qian Kai (the manager) many times to try to understand the situation, but he is very defensive about me and does not tell me anything." ”
What happened to the purple light?
Tsinghua Unigroup was once a star company in the semiconductor field, but in November 2020, liquidity problems arose. In the same month, as the largest shareholder of Tsinghua Tsinghua Group, Tsinghua Holdings introduced a special working team (later converted to a liquidation team) to carry out debt risk mitigation work for Tsinghua Unigroup.
A year later, on December 13 of this year, Tsinghua Unigroup announced the reorganization plan, determining that Beijing Zhilu Asset Management Co., Ltd. and Beijing Jianguang Asset Management Co., Ltd. would become a consortium of leaders to become strategic investors in the reorganization, but on December 15, it was reported by Jiankun Group under its real name that the restructuring plan would cause the loss of state-owned assets.
From the perspective of equity structure, Tsinghua Tsinghua Group is 51% owned by Tsinghua Holdings Co., Ltd. (Tsinghua University's school-enterprise platform) and 49% by Beijing Jiankun Investment Group Co., Ltd. (personally controlled by Zhao Weiguo). Previously, Zhao Weiguo served as the chairman of Tsinghua Unigroup as the actual controller of minority shareholders and was responsible for enterprise operation and management. However, the subsequent restructuring work was mainly carried out by the managers of Tsinghua Unigroup.
On the issue of Unigroup's debt, Zhao Weiguo obviously had a different view from the Unigroup manager, and with the determination of the receiver, the conflict was completely ignited.
The Unigroup restructuring manager said in the latest statement that after the audit of the third-party professional institution jointly selected by creditors, administrators, regulators, etc., as of June 30, 2021, the owner's equity of the reorganization entity of Tsinghua Unigroup was -44.278 billion yuan; after the assessment of the third-party professional institution jointly selected by creditors, administrators, regulators, etc., as of June 30, 2021, The objective and fair market value of the main assets of Tsinghua Tsinghua Group's reorganization is about 121.478 billion yuan, matching the debt to be resolved by about 137.609 billion yuan, confirming that Tsinghua Unigroup is insolvent. "The above shows that under the operation of Tsinghua Tsinghua Holdings and Jiankun Group in Tsinghua Group, the equity value of Tsinghua Holdings and Jiankun Group in Tsinghua Group has been negative, resulting in losses."
But Zhao Weiguo believes that the asset value of Tsinghua Unigroup is at least more than 210 billion. On the evening of the 15th, Jiankun Group issued a statement under the title of "Whose Violet Light", saying that the reorganization plan of Tsinghua Unigroup will directly cause the loss of state-owned assets of 73.419 billion yuan in the current period, and has made real-name reports to the Central Commission for Discipline Inspection, the Discipline Inspection Group of the General Office of the State Council, the Discipline Inspection Group of the Ministry of Finance, and the Discipline Inspection Group of the Ministry of Education through the post office.
Jiankun's statement mentioned that Tsinghua Unigroup is a liquidity problem, not insolvent. Among them, it mainly includes three major parts, namely the undervalued equity held by Tsinghua Unigroup in Changjiang Storage, the appreciation part of the shares held by listed companies, and the undervalued equity of other non-listed companies.
For example, in this restructuring, the on-site working group of Tsinghua Unigroup underestimated the 25.91% equity of Yangtze River Storage, only 12.4 billion yuan. On September 17, 2021, Gaorong Capital, a well-known private equity fund in China, issued a letter of intent to invest in Yangtze River Storage, and Gaorong Capital is willing to invest in Yangtze River Storage according to the valuation of Yangtze River Storage of 160 billion yuan, and the investment amount is not less than 1 billion. Tsinghua Unigroup holds 25.91% of the shareholders' interests, and the value of the Yangtze River Storage equity held by Tsinghua Unigroup is also 41.456 billion. Jiankun Group said.
According to the attached information exposed by Jiankun Group, the current cash balance of Tsinghua Unigroup is still 10.3 billion yuan, the book value of the fund assets is 1.38 billion yuan, and the book value of other assets held is about 5.771 billion yuan.
Purple light reorganization leads to "new hatred and old hatred"
In addition to the administrator, another object of Zhao Weiguo's "dissatisfaction" is the takeover of the Fangzhi Road Jianguang Consortium.
"Judging from the industrial and commercial registration information, the asset scale of Zhilu and Jianguang is very small, and friends in the financial circle and investment circle say that the first 500 million yuan deposit of Zhilu and Jianguang is temporarily made up, and the current 2 billion deposit is also very difficult." Zhao Weiguo told the first financial reporter that the model of Zhilu and Jianguang is to take the project and then find money, and he believes that Zhilu Jianguang does not currently have the ability to fund 60 billion.
However, from the investment projects of the Zhilu Jianguang Consortium in recent years, it is not a "nameless generation".
Some insiders said that since 2015, there have been nearly 30 large-scale mergers and acquisitions of China Semiconductor with more than 1 billion yuan, and Jianguang Assets and Zhilu Capital have led more than half of the transactions. In the past acquisitions, Zhilu Capital and Jianguang Assets mainly relied on the cooperative integration of the member industrial forces of the Zhongguancun Rongxin Financial Information Industry Alliance, such as the acquisition and integration of Nexperia Semiconductor by Wingtech Technology, such as the acquisition and integration of Weil shares, Beijing Howey, etc. Nowadays, Zhilu Capital and Jianguang Assets have formed the whole industrial chain resource of integrated circuits with Zhongguancun Rongxin Financial Information Industry Alliance as the core through investment and operation, which can provide industrial and efficiency space for the restructuring of Tsinghua Tsinghua Group on a large scale.
But Zhao Weiguo does not think so, in Jiankun's reporting materials mentioned that all the shareholders of Zhilu are natural persons after penetration, and the natural person Li Bin is the majority shareholder of Zhilu Company, and Li Bin and other natural persons hold 49% of the equity of Jianguang Company, "that is, most of the 73.419 billion state-owned assets lost will fall into the private pockets of Li Bin and others, which is a typical embezzlement of state-owned assets." ”
According to public information, Li Bin was born in 1970 and graduated from the School of Economics and Management of Tsinghua University. From 2011 to 2015, he served as senior vice president of SMIC and since 2015, he has been the chairman of the CCB Asset Investment Appraisal Committee. From penetrating the equity of Zhilu Capital and Jianguang Capital, Li Bin played a key role, indirectly holding 57.53% of the equity of Zhilu Capital, and actually controlling Jianping Tianjin, the second largest shareholder of Jianguang Assets.
More importantly, in the field of semiconductors, the "contradiction" between Li Bin and Zhao Weiguo is almost an open secret.
"Jianguang and Ziguang's five-year-long grudge tells us that the person who saves you is often the person you hate the most." An investor in the chip industry issued such an exclamation after learning that the Zhilu Jianguang Consortium had become the receiver of the bankruptcy restructuring of Tsinghua Unigroup.
Dating back four years, on May 26, 2017, Beijing Jianguang Asset Management, Datang Telecom, Qualcomm, Lianxin Technology and Zhilu Capital jointly signed an agreement to establish a joint venture company, JLQ Technology Co., Ltd. Among them, Beijing Jianguang invested 34.643%, Qualcomm of the United States contributed 24.133%, Zhilu Capital contributed 17.091%, and Lianxin Technology contributed 24.133% with the equity of Likexin.
From the perspective of business type, the business of Wansheng Technology coincided with the Unigroup Exhibition Rui, which caused Zhao Weiguo's "strong dissatisfaction" at that time.
In 2013 and 2014, Tsinghua Unigroup completed the acquisitions of Spreadtrum Communications and Redico for US$1.8 billion and US$900 million, respectively, and the two companies were subsequently delisted from the NASDAQ Composite Index and subsequently integrated into Unigroup Zhanrui. As the most important part of Tsinghua Unigroup's chip design layout, Tsinghua Unigroup Zhanrui is placed high hopes, but due to the late start, more of the market for Zhanrui is on low-end chips, and it has launched a fierce battle with Wansheng.
"Our chips are for $50 to $100 phones, and Weson specializes in $100 phones." Zhao Weiguo has publicly shelled Qualcomm for being more far-sighted and giving Chinese companies a bite to eat. For Zhilu Jianguang, some insiders told reporters, "Li Bin's investment in Wansheng made Zhao Weiguo very uncomfortable, thinking that he was beating his own people." ”
Purple light giant ship "where to go"
The current situation of unigroup makes many semiconductor people feel sorry.
In the semiconductor capital market, Tsinghua Unigroup was once one of the few "crazy" investors. Spreadtrum, Ruidike, Huasan, Silicon and other snake-swallowing continuous transactions have attracted much attention from the industry.
Zhao Weiguo said in an interview with the media in 2015 that the company plans to invest 300 billion yuan in the next five years to build the world's third largest chip manufacturer. In the industry's view, the ultimate goal behind Tsinghua Unigroup's "buying, buying and buying" is to have a complete semiconductor industry layout, and integrate memory design and production technology, so as to become a company with products, factories and international competitiveness in China.
According to incomplete statistics, in just 6 years from 2013 to 2019, Tsinghua Unigroup has invested heavily in the acquisition of more than 20 companies, mostly different types of chip companies. Among them, including the privatization of two domestic chip manufacturers Spreadtrum and Rui dike from the US stock market for 16.2 billion yuan in 2013, the acquisition of 51% of the equity of Tsinghua Unigroup shares in 2015, and the acquisition of French chip connector manufacturer Li Lianxin for more than 17 billion yuan in 2018.
But looking back at Tsinghua Unigroup's mergers and acquisitions, the industry is divided into two factions.
Some industrial investors do not recognize Zhao Weiguo's way of playing, believing that he does not understand semiconductors and industrial laws. In the semiconductor industry, the ratio of investment to return is unstable, and what is more unstable is time. In their view, tsinghua unigroup's long-term large investment, slow return of funds, and poor cash flow have led to an increasing group debt and a growing deficit, which eventually led to a full-scale outbreak of debt crisis.
Some people also believe that some of the debt of Tsinghua Unigroup is formed because of the purchase of assets, but in the current situation, through the purchase of overseas assets, it is impossible to achieve the overall leap of China's semiconductor industry, and Tsinghua Unigroup has made necessary explorations in a specific historical period, during the trough of global semiconductor assets, and bought some heavy assets.
Gu Wenjun, chief analyst of Xinmou Research, believes that Tsinghua Unigroup bought Back Redico from the US market, new H3C from HP, and Linxens from France. After the international M&A channel was cut off, these assets were precious and even more scarce. These assets are also rare gains for Chinese capital in the window period before the trade war, which is rarely gained abroad. But now, it is no longer possible for Chinese capital to acquire such high-quality international assets.
"In the past acquisitions of Tsinghua Unigroup, I was mainly a consultant and executor, and the decisions were made by the board of directors, the shareholders' meeting and even Tsinghua University." Zhao Weiguo told reporters.
In the face of the problem of "the fuse that caused the debt of Unigroup", Zhao Weiguo told reporters that it is mainly the three external factors of university industrial reform, Founder judicial reorganization, and the new crown epidemic, plus the internal factor of the relatively high asset-liability ratio of Tsinghua Unigroup.
Historically, Tsinghua Tsinghua Group, formerly known as Tsinghua University Science and Technology Development Corporation, was restructured and reorganized in 2004, and Tsinghua Holdings became the controlling shareholder of Tsinghua Unigroup. However, since the launch of the school-enterprise reform in the second half of 2018, Tsinghua Holdings has made a number of splits in assets. According to the recent announcements disclosed by some "Tsinghua" listed companies, as of the end of June this year, tsinghua holding assets totaled about 61.212 billion yuan, while at the end of 2018, tsinghua holding assets totaled 517.388 billion yuan.
Affected by the Jiankun report, on December 16, Unigroup listed companies fell sharply. Tsinghua Unigroup opened lower and fell more than 9% at the highest, closing down 6.80%; Tsinghua Unigroup Guowei once fell more than 7%, and fell 3.42% by the close.
"The difficulties that Tsinghua Unigroup is facing now, although there are problems with its operation, but the main problems are still industrial problems, and the bankruptcy and reorganization of Tsinghua Unigroup must be completed as soon as possible." Gu Wenjun said that due to the back-and-forth revision of the bidding plan, the reorganization case of Tsinghua Unigroup has taken a lot of time, which has delayed many key matters of Tsinghua Unigroup's enterprises, such as the listing of Zhan Rui and the follow-up investment of Yangtze River Storage, due to the setback of the listing, the technical team of Zhan Rui is unstable, the loss of personnel, and the expansion of Yangtze River Storage has also been seriously affected. Industrial development is like a war, a temporary defeat is not terrible, the terrible thing is that once it suffers setbacks, it will change its course.