"Core Cai Material" Ning Caichen
In the Tsinghua Unigroup Reorganization Bureau, Zhao Weiguo and Li Bin are the two male protagonists who are staging a wonderful business war emotional drama. One is the once imposing king of mergers and acquisitions, who is like a river, loves to blow aggressive, and now ends in compromise; a seemingly low-key, people do not talk much, throw thousands of dollars, and are now running around for tens of billions of restructuring funds, becoming the most money-deficient man in China.
Time is moving forward, people's hearts are changing, and the value of core assets is also quietly changing, and people who are in the chess game often can't see the end point. Of course, the chess game is over, and the so-called win or loss is no longer important!
In the last few days of 2021, the restructuring plan of Tsinghua Unigroup, which has experienced disputes, was deliberated and approved by creditors at the second creditor meeting, and the restructuring storm that lasted for 5 months will come to an end.
As the core figure of the final bidding war investor, Li Bin, maintains a consistent low-key style, there are not many reports and public voices about him, but for the reorganization of nearly 60 billion yuan of Unigroup, according to people close to Li Bin, he is currently looking for funds everywhere, which is undoubtedly the most cash-deficient man in China at present.
Why the Zhilu Jianguang Consortium and other state-owned assets have entered the game, intending to take this restructuring to pocket the assets of Tsinghua Unigroup, the main reason is to value its high-quality assets, Tsinghua Unigroup has invested a lot of money in the design and manufacture of general semiconductor chips, most of the assets focus on the semiconductor industry, representing the direction of China's future industrial upgrading and development.
This is also the focus of the previous second-largest shareholder, Zhao Weiguo, who once fought back, listing the value of Unigroup's core assets item by item, and publicly declared that the restructuring plan for the introduction of war investment was suspected of losing 73.419 billion state-owned assets.
Valuation of core assets by Jiankun Group and the Manager
(Source: Jiankun Group public information)
Has there been any loss of state-owned assets? First, let's look at the manager's judgment on the asset value of Tsinghua Unigroup, according to the reorganization draft, the asset valuation of 7 restructuring enterprises such as Tsinghua Unigroup is 121.5 billion yuan, the valuation of liabilities is 137.6 billion yuan, the net assets are -16.1 billion yuan, and the overall insolvency is insolvent.
In the commercial layout of Tsinghua Unigroup, Tsinghua Unigroup Zhanrui and Tsinghua Unigroup Guowei are the main sectors of chip design, Yangtze River storage is thriving in flash memory chip design and manufacturing, Tsinghua Unigroup is the core body of the cloud network plate, ICT and system products are New H3C and Unigroup Western Data, chip packaging assets are holding Hongmao Microelectronics and Silicon Technology, and Unigroup Liansheng ((Linxens)) is mainly in the field of micro connectors and RFID antennas.
Structure of Tsinghua Unigroup's holding company
(Source: Public Information)
The entire system of Tsinghua Unigroup is relatively complex, and the main core assets are sorted out as follows:
▎Tsinghua Unigroup Zhanrui is the world's third largest open market-oriented mobile phone chip design enterprises, products are 2G/3G/4G to 5G mobile communication baseband chips, AIoT chips, RF front-end chips, wireless connection chips, in recent years, the representative chips are Chunteng 510, Tiger Ben T7520/T710 chips, the latest 6nm process Tanggula T770/T760 into the market customers began mass production, Zhan Rui is Huawei glory, Transsion's main suppliers.
▎Yangtze River Storage is the only 3DNAND flash memory design and manufacturing IDM enterprise in China, independent innovation Xtacking architecture 64 layers 3DNAND flash memory has been officially mass-produced, in 2020 produced the first 128 layer QLC3DNAND flash memory, representing the highest level of technology in China, belongs to the first echelon of the global memory chip market.
▎Unigroup Guowei is the only chip listed company under its umbrella, which is competitive in security chips, SIM cards and FPGAs, and its subsidiary Unigroup has a good strength in the same innovative generation of Logos-2 series cost-effective FPGA (programmable gate array) products.
▎Unigroup Liansheng is the French company Linxens, completed the acquisition in July 2018, the company has a market share of more than 70% in the field of micro connectors and RFID antennas, and the core key technologies are in the fields of flexible packaging and wearable devices for high-end displays.
▎Tsinghua Unigroup is the core body of the cloud network sector, since the acquisition of New H3C in 2016, as well as the remaining equity of tsinghua tsinghua software and tsinghua digital, the performance has risen all the way, and its ability in the field of cloud network is at the forefront of the domestic ICT industry, and the core subsidiary, New H3C, can provide a full range of infrastructure products required for cloud computing.
A chief analyst of the semiconductor industry of a brokerage firm believes that if the overall value of Tsinghua Unigroup is simply calculated, the current market value of the listed unigroup Unigroup (000938) is 64 billion, the current market value of Unigroup Guowei (002049) is 130 billion, the valuation of the Pre-IPO round of Unigroup is 60 billion, and the valuation of Yangtze River Storage is 100 billion, even if the proportion of group equity is taken into account, the overall packaged assets are still worth the money.
Among the assets acquired in these early years, tsinghua tsinghua unigroup was the most controversial, Tsinghua Unigroup acquired Spreadtrum Communications for $1.78 billion in 2013, and then acquired Redico for $910 million six months later, and then merged the two companies, but it was not fully integrated and digested, and the ensuing management team divergence led to the departure of a large number of R&D backbone members of Reedico.
The core members of Rui di Ke who left have branched out and stood out in various fields, including the recently listed mobile phone SoC manufacturer Aojie Technology, Hengxuan Technology that makes Bluetooth headsets, Flintyuan Technology that makes cloud AI chips, Onry Micro that makes RF chips, and Sanwu Micro that makes RF chips.
After the departure of the former chairman Li Liyou in 2018, Tsinghua Unigroup Experienced a turbulent period of core personnel loss until Chu Qing served as the co-CEO of Zhan Rui. However, the biggest problem of Tsinghua Unigroup Zhanrui is the problem of management and talent, and many people in the industry have a view that Chu Qing's leadership and management ability has been criticized and is not the most suitable leader candidate.
The above-mentioned institutional investors close to Tsinghua Unigroup believe that Unigroup Zhanrui may not be able to figure out who to change now, the integration and running-in process has dragged on for too long, although some key people are still there, but the core figures who were strong before have left, and there are too many internal volumes and fights. What's more, the chief analyst of the semiconductor industry mentioned above believes that the development of Unigroup Zhanrui is very weak, and the change of helm feels that it has been tossed and repaired, and it has nearly collapsed.
Another high-quality asset, Yangtze River Storage, is expected to occupy 8% of the global flash memory market this year, but it will continue to need huge capital investment in the future.
Under the fame, it is actually difficult to match
The ideal of science and technology can be very full, but the business reality is often very bone, the semiconductor industry investment is high, the return cycle is long, and the opportunity for the industry to make fast money is rare.
In 2020, Unigroup defaulted on domestic and foreign bonds one after another, and the domestic Huishang Bank applied to the court in July 2021 for bankruptcy reorganization, because it could not pay off its debts as they became due.
According to an institutional investor close to Tsinghua Unigroup, Tsinghua Unigroup's financial difficulties are temporary, and some of the most expensive projects invested by local governments are the industrial direction that local governments are willing to support, and if they can survive the past, there is a chance.
Even on the road of bankruptcy reorganization, Tsinghua Unigroup's family foundation is still there, and many of its core assets have strong attraction or are highly representative in the chip field, so it has attracted the competition of well-known domestic production and investment and consortiums.
After the announcement on October 18, 2021, when the first creditors' meeting was held, seven strategic investors participated: Guangdong Hengjian, Beijing Electronics Control, Tin Industry Development Group, Zhejiang State-owned Assets and Alibaba, Beijing Zhilu Jianguang Consortium, China Electronics, Wuyuefeng, shanghai Guosheng, all of which were state-owned backgrounds, and finally Zhejiang Provincial State-owned Assets and Alibaba Consortium and Zhilu Jianguang Consortium entered the final round of bidding.
For the Zhejiang Provincial State-owned Assets and Alibaba Consortium, it is more from the position of helping the country to "share worries and solve difficulties" to participate, because Internet companies must advance to do industry and hardware is the right way, and after the merger, synergies will be formed in cloud computing and semiconductor business.
However, compared with the Zhilu Jianguang Consortium, Alibaba focuses more on asset-light operation such as chip design, semiconductor industry integration experience, and less experience in managing chip factories, while Tsinghua Unigroup is involved in the production and manufacture of a large number of chips and ICT hardware products, and many customers are still competitors of Alibaba.
Therefore, Zhilu Jianguang was better, and in the end Alibaba was out.
With the participation of state-owned assets, the industry believes that to a certain extent, the risk of "loss of state-owned assets" in the restructuring process can be reduced. In the process of determining the final strategic investor, Zhao Weiguo has continuously "shelled", "ten questions", "new ten questions", statements, issued public whistleblower letters, denied insolvent debts, believed that the restructuring plan caused the loss of state-owned assets, and questioned the management scale and investment style of Zhilu Jianguang.
A coin to be divided into two sides, tsinghua unigroup's high-quality assets, focusing on the semiconductor industry, is very scarce, and the other side is in the industry the future is not yet clear, continue to add additional continuous investment, the reason why the major shareholder Tsinghua Holdings is willing to accept zero consideration, the announcement intends to transfer 100% of the equity to Sichuan energy without compensation, may be the reason.
In the public whistleblower letter, Zhao Weiguo first believes that Tsinghua Unigroup has 200 billion assets and only more than 130 billion debts, Jiankun Group and Tsinghua Holdings should not be out of zero consideration, and all equity is sold free of charge in the reorganization; second, the reorganization cost is as high as 1.85 billion yuan, because the Tsinghua Unigroup management working group takes remuneration in the original unit, Jiankun Group believes that the 60 billion reorganization payment of 1.85 billion is a sky-high price.
Zhao Weiguo published a letter of whistle-blowing
There are both moral accusations and value questions, regardless of whether the statement is reasonable or not, whether it uses information asymmetry to "bring rhythm". In the final debt restructuring resolution on December 29, Zhao Weiguo voted in favor and ended in compromise.
After the reorganization, another starting point
In the disclosed overall restructuring investment plan, Zhilu Jianguang Consortium, Great Wall Assets, Zhuhai Huafa and Hebei Production and Investment co-investment contributed 54.9 billion yuan in cash through the war investment acquisition platform to undertake 100% of the equity of Unigroup after the reorganization, of which the Yangtze River Storage Assets were separately divided, and Hubei Ketou cash invested 5.1 billion yuan to acquire all the rights and assets and undertake its guarantee liability. At the same time, it also lists a detailed planning plan for the core sectors of Tsinghua Unigroup to promote the listing of subsidiaries with listing potential.
For the preliminary review to determine 144.782 billion yuan of creditors' rights, the reorganization designed three schemes: one is cash + stock + three years of debt, the second is cash + stock + five years of debt, the third is cash + eight years of debt, the stock is mainly from Unigroup shares, Unigroup Guowei, Xueda Education and other listed companies, most of the creditors choose the first plan.
When the dust has fallen, for the Zhilu Jianguang Consortium, it is not only necessary to solve the problem of hundreds of billions of yuan of debt and complete the fundraising, but also to face the problem of integrating the company's assets and managing the team.
At the beginning of the new year in 2022, on January 11, Li Bin, as the chairman of the Zhongguancun Rongxin Alliance, released a New Year's speech on the official website, in which he used dialectical contrasts such as "big and small" and "evolution and competition" to respond to various concerns and doubts about the restructuring of Unigroup.
In his speech, he reiterated the thinking of Zhilu Capital and Jianguang Asset, which is a two-wheel drive model focusing on holding investment in core technology areas, coupled with strategic industrial operation.
Li Bin also said in his speech: Compared with the simple investment institutions that can only pursue financial returns, Zhilu Jianguang Capital has a much deeper understanding of the technology industry, industry accumulation and post-investment management empowerment, has the ability to take root for a long time, choose a good management team, and deeply participate in the development of enterprises and strategies to help enterprises obtain greater long-term benefits and competitiveness.
Equity structure of Zhilu Jianguang Capital Consortium
In the past 4 years, Li Bin has used this philosophical and speculative way to convey information to the outside world every year, giving a speech on corporate culture in 2018, choosing and methods in 2019, internal and external forces in 2020, change and shoucheng in 2021, and size and evolution in 2022.
Although the hope of the New Year is good, in addition to the 4 billion yuan of war investment deposit paid in the early stage, there is a gap of 50 billion yuan, and where to raise funds is a big problem. Not long ago, he exchanged views on the restructuring of Tsinghua Unigroup with a semiconductor industry analyst, who held the same view of the current situation of li bin, who was at the helm, and raising funds was his top priority.
Therefore, it has to be mentioned that the main platform behind the Zhilu Jianguang Consortium is the Zhongguancun Rongxin Financial Information Industry Alliance, which plays an important role in Li Bin's capital system.
On the official website of the Zhongguancun Rongxin Alliance, the profile of the core 7 leaders is relatively brief, and the chairman of the first list is Li Bin, the chairman of the Beijing Jianguang Asset Investment Appraisal Association, the chairman of Ruineng Semiconductor and Wansheng Technology, and the second is Zhang Yuanjie.
The other 5 vice presidents are all heavyweight enterprises in the semiconductor industry, including Northern Huachuang, Changdian Technology, Beijing Junzheng, SMIC (Beijing), Youyan New Materials, about 200 governing units and member units of the alliance, most of which are representative semiconductor chip companies in the industry.
According to public information tracking, since 2015, the Zhilu Jianguang Consortium has led a series of large-scale investment and merger projects, involving semiconductor and chip design, such as: Nexperia Semiconductor, Ambrolon Semiconductor, Swiss Fuba (Siemens Sensor Company), Austrian Semiconductor, Singapore United Technology, Wansheng Technology, etc
Investment cases of Zhilu Jianguang Capital in recent years
(Source: Public Information Collation)
In the past operation cases of Zhilu Jianguang, United Technology, Ruineng Semiconductor, Fuba, Nexperia Semiconductor, AAMI and other projects have achieved significant growth in revenue and profit or turned losses into profits.
A person close to Zhilu Capital said that for the acquired enterprises, Zhilu Jianguang will usually retain the original core team, but first of all, it will re-incentivize the management team with an extremely ambitious equity incentive plan, deeply bind the interests of investors and management teams, encourage the senior management team to start a new business, and organize the introduction of international semiconductor top talents to supplement the team, which complements each other.
In the field of semiconductors, the cultivation and accumulation of core high-end talents is particularly important, and how to reconcile the relationship between funds, talents and mechanisms is crucial, especially the lessons of Tsinghua Unigroup, so it is more necessary to perfectly integrate the industrial experience, management capabilities and organizational resource capabilities of war investment institutions.
Another semiconductor industry analyst who communicated with the author a few days ago, he is optimistic about the participation of Zhilu Jianguang in the restructuring, from a business point of view, the restructuring of Tsinghua Unigroup is a good deal for them, if the Zhilu Jianguang Consortium has a US dollar fund to join, relatively speaking, the problem of funds is not big, because the investment cycle of the US dollar fund is long, the return rate is not high, according to its past style of doing things, the assets of the semiconductor industry, but everyone else who is unwilling to take over will be pocketed. As a professional industrial investment institution, they came to bail out Tsinghua Tsinghua Group, and the main issue to be started later is the management and integration of Development.
Carefully analyzing the six war investments of this reorganization, he also believes that Zhilu Capital and Jianguang Capital are investment institutions, and Great Wall Assets, Zhuhai Huafa, Hebei Production and Investment, and Hubei Science and Technology Investment belong to local guidance funds, and it is envisaged that after the future reorganization, the capital side has its own calculations, dismantling assets and taking what they need, then it will be another result.
The purple light has been rising and falling for twenty years, and success is also Xiao He, and defeat is also Xiao He
In the field of Chinese semiconductors, the 85 level of the Department of Radio of Tsinghua University (later changed to the Department of Electronic Engineering) is definitely a special existence, they call themselves EE85, and later occupy half of China's A-share semiconductor listed companies.
This group of people includes more than ten heavyweights such as Yu Renrong, founder of Weier Shares, Shu Qingming of Gigabit Innovation, Feng Chenhui of ZhuoshengWei, Zhao Lixin of Geke Micro, Zhao Lidong of Flintyuan Technology, Ren Zhijun of New Henghui, Liu Weidong of Jiuhao Electronics, and Zhao Weiguo, chairman of Tsinghua Unigroup.
In 1985, Zhao Weiguo from Shawan County, Tacheng County, Xinjiang, was admitted to the Radio Department of Tsinghua University, graduated in 1990 and entered Zhongguancun, returned to Tsinghua university for graduate school after 3 years, and was assigned to Tsinghua Group after graduating with a master's degree, serving as the deputy general manager of the group's automation division. Soon after, he was transferred to Tsinghua Tongfang, and in 1998, he participated in the first capital operation after Tongfang's listing, and acquired Jiangxi Radio Factory.
This backbone military communications enterprise (713 factory), due to historical reasons and debts left over from the transformation of the economic system, has lost money for many years, and Tsinghua Tongfang has successfully transformed through the technology + capital model, so that the company's products can find the market and turn losses into profits.
Having seen the power of capital and mastering the secret of capital operation to initiate industrial expansion, Zhao Weiguo returned to his hometown in Xinjiang with 1 million principal in 2004 and founded Jiankun Group in 2005, relying on real estate and mineral investment, earning 4.5 billion yuan in a few years.
When Zhao Weiguo dug the first bucket of gold, Unigroup was in a difficult situation.
Founded in 1988, Tsinghua Tsinghua Unigroup, formerly known as Tsinghua Science and Technology Development Corporation, was reorganized in 1993 to form Tsinghua Tsinghua Tsinghua Unigroup (Group) Corporation, which was restructured from a school-run enterprise to a limited liability company. A year later, its spin-off subsidiary, Tsinghua Unigroup, was listed on the Shenzhen Stock Exchange.
As one of the earliest batch of school enterprises, Tsinghua Unigroup has abundant funds and a large number of top talents, and the products developed that year are very popular in the market, such as Unigroup USB drives, Unigroup scanners, etc. From 1993 to 1998, Tsinghua Unigroup's revenue increased from 162 million yuan to 574 million yuan.
By 2002, Tsinghua Tsinghua Group formed three major industries of information, pharmaceuticals and environmental protection, the information industry is mainly routers, but in the country has been facing huawei's strong competition, not dominant, the real can generate profits is the unigroup scanner, ranking first in the market, and some unigroup laptops. The layout of the pharmaceutical industry is only the acquisition of Hunan Guhan Pharmaceutical, with the intention of using Guhan as a platform to make a base for research and development of new drugs and attract pharmaceutical companies to produce. Environmental protection is still just beginning.
For Tsinghua Unigroup, which has developed for more than 10 years, in addition to the aura of Tsinghua, the core competitiveness and core industries are not prominent enough, the corporate strategy and goals are not clear, and it is facing the problem of transformation and development.
Just when Tsinghua began the reform of mixed ownership and saw Zhao Weiguo's ability to make money, Song Jun, who was then the chairman of Tsinghua Holdings, invited him to return again. Although other old shareholders at that time were dissatisfied with the issue of pre-emptive rights in shares, they could not stop the power of capital.
In 2009, Zhao Weiguo returned to Tsinghua Unigroup as president and began to take the helm, choosing a new direction of development - semiconductors.
Zhao Weiguo, then chairman of Tsinghua Unigroup
The real situation of China's semiconductor industry is that after joining the WTO in 2000, a large number of semiconductor talents with overseas study experience and working in top chip companies for many years have returned to China, such as Deng Zhonghan of Zhongxing Micro, Zhang Rujing of SMIC, Wu Ping and Chen Datong of Spreadtrum Communications, Dai Weimin of VeriSilicon Micro, and Zhu Yiming of GigaDevice Innovation, who have thrown themselves into the development of China's semiconductor industry with rich industry experience and skills.
At the advent of China's 4G era, the rapid growth of smart phones, too few domestic semiconductor projects, the incubation cycle is also very long, compared with independent research and development, capital mergers and acquisitions are a shortcut, this model can be described as easy for him.
In 2013 and 2014, Tsinghua Unigroup acquired mobile phone chip companies - Spreadtrum and Redico, and integrated them into Tsinghua Unigroup, jumping from a layman to the third company in the world in mobile phone baseband chip shipments, second only to Qualcomm and MediaTek.
In September 2014, the state set up a large fund for the integrated circuit industry, increased support for the semiconductor industry, the large fund invested 10 billion yuan, the China Development Bank also provided a comprehensive credit of 20 billion yuan, with sufficient financial support of the Tsinghua Unigroup, the tentacles stretched out in all directions, and the rapid layout of the semiconductor industry chain.
In the subsequent 2015, it acquired a 51% stake in H3C Communications and integrated it into "New H3C"; in 2016, it established a joint venture with Western Digital, the world's largest hard disk drive supplier, with 51% of the shares, and in the same year, it invested with the National Big Fund, Hubei Provincial Production and Investment Fund, and Hubei Provincial Science and Technology Investment to establish Yangtze River Storage.
At a forum of the 6th Electronic Information Expo on April 10, 2018, before Zhao Weiguo began his keynote speech, the first sentence he said was: "I am not missing, I happen to be on the plane." Yesterday, after Tsinghua Unigroup issued my resignation announcement, it became the object of the circle of friends, Tsinghua Unigroup is only a subsidiary of the group, the former chairman of the subsidiary company was me, and now that the team has matured, I should focus on what I should do. It's really busy right now and want to concentrate on doing something. ”
Subsequently, he delivered a speech entitled "Consolidating the Foundation of the Digital Economy, Building an IT Heavy Technology Industry from the Core to the Cloud", and carefully sorted out the local IC industry.
Only the fearful must survive
Once a leader of Broadcom believes that the chip industry is a marathon long-distance running race, you must follow the first echelon, there is a possibility of surpassing, otherwise only the fate of the bottom.
A good friend who is familiar with Zhao Weiguo commented on him like this: Doing things is a little "wild", but there is a rare courage, courage and perseverance of ordinary people, although the success or failure of the hero, if no one dares to do it because of fear of failure and fear of controversy, there will never be a chance to break through.
In the five or six years from 2013 to 2018, Tsinghua Unigroup spent 100 billion yuan to buy 20 companies, of which 16 were chip companies. At the height of the light, Zhao Weiguo's ambitions once expanded, and he wanted to buy the entire TSMC, so he was called "chip hungry wolf" by the industry.
Tsinghua Unigroup has a representative acquisition case
After his tenth year at the helm of Tsinghua Unigroup, Chairman Zhao Weiguo handed over a report card. In the 2019 annual report released by Tsinghua Unigroup in 20 years, the revenue reached 76.656 billion yuan, the net profit attributable to the mother was 1.430 billion yuan, and the total assets reached 297.7 billion yuan.
To be fair, the chip companies acquired or invested in by Tsinghua Unigroup in that year are high-quality assets, but in the restructuring and resource integration does not reflect the management ability that can match its market value scale, if you operate the semiconductor industry investment integration with the idea of doing real estate, thinking that the "high-quality land" will be bought first, and it will naturally increase in value in the future, then this logic is not suitable for the semiconductor industry.
In the past six years, Tsinghua Tsinghua Tsinghua Group has continuously carried out large-scale mergers and acquisitions and international storage base project investment and construction, and has gradually drifted away on the road of acquisition, and the investment cash flow has flowed out significantly, generating a large amount of goodwill, so it is difficult to meet the capital needs of the operation and begin to rely on external financing.
At the same time, the financing environment began to tighten in 2019, and Peking University Founder Group defaulted on its debts, which made the outside world suddenly find that enterprises with the golden sign of top famous schools also had a thunderous day.
The financing channels that the capital market can find are nothing more than these: bond issuance, borrowing, financial leasing, accounts receivable, fixed increase, equity pledge, and trust. The sudden tightening of capital expectations has made the model of relying on low-cost funds for mergers and acquisitions expansion full of crises, and the huge debts accumulated by short-term loans and long-term investments are like a sword hanging over the head at all times.
In the newspaper reports, Zhao Weiguo's office hung a banner reading "The Fearful Survive", indicating that he was not blind to the risks of debt expansion. However, risks often come from invisible places, which is what people often say, and the risks seen are not real risks.
At present, the winning bid war investment consortium, with the participation of four major state-owned asset groups, also said that the influence of the capital market of Zhizhi Road is still relatively strong, but whether it can raise enough funds to complete the reorganization, everything waits for time to test.
I hope that in another ten years, Tsinghua Unigroup will truly become the "national light" of the chip semiconductor industry, and when people talk about this company again, they will say that it is a respectable high-tech enterprise and will be full of heartfelt pride.