Per reporter: Chen Pengli Xu Shuai Per editor: Wei Guanhong
A subsidiary that was bought back for 670 million yuan in 2017 is now going to be sold with a "broken bone", and at present, the matter of Century Dingli's proposed sale of the subsidiary has attracted widespread attention from the outside world.
On January 11, Century Dingli (300050, SZ) announced that it intends to sell 100% of the equity of its wholly-owned subsidiary, Shanghai Yixin Intelligent Technology Co., Ltd. (hereinafter referred to as Yixin Intelligent), for 144 million yuan, and after the completion of the transaction, the company will no longer hold the equity of Yixin Intelligent.
The "Daily Economic News" reporter found that there are many places worth investigating in this transaction, among which the receiver is even more suspicious. It is reported that Chengdu Guangqian Jieyao Enterprise Management Co., Ltd. (hereinafter referred to as Guangqian Jieyao), the takeover party of 100% equity of Yixin Intelligent, and its shareholder Chengdu Hengjiu Hongxin Enterprise Management Co., Ltd. (hereinafter referred to as Hengjiu Hongxin) are new companies that were only established this year. Moreover, the ultimate controlling shareholder of the takeover party is a decoration company, Sichuan Paya Decoration Engineering Co., Ltd. (hereinafter referred to as Paya Decoration). As of the end of September 2021, the total assets of Paya Decoration were 6.674 million yuan, while the total assets of Yixin Intelligent were 623 million yuan. From the perspective of volume, Paya Decoration wants to acquire a core of intelligence, which is undoubtedly a "snake swallowing elephant".
A few days ago, the Daily Economic News reporter investigated Guangqian Jieyao, Hengjiu Hongxin and Paya Decoration. The reporter visited and found that the three companies are difficult to trace, among them, the registered address of Paya Decoration is a hotel. In addition, the developer of hope future city, where the registered address of Paya Decoration is located, is Jintang Golden May Real Estate Development Co., Ltd. (hereinafter referred to as Golden May Real Estate Company), and the property company is Chengdu Mayflower Property Management Co., Ltd. After the layers of equity are penetrated, Jin May Real Estate Company is an enterprise under Wang Huiwu and Chen Yuxin, and Wang Huiwu and Chen Yuxin are the actual controllers of Century Dingli's new entry in 2020.
All indications show that the receiver of 100% equity of Yixin Intelligent has many intersections with the "Hope Education Department" of Century Dingli' major shareholder.
The listed company intends to divest a core of intelligence at a low price
It is understood that a core of intelligence is an important implementation carrier of century Dingli's Internet of Things business. In 2017, Century Dingli bought 100% of the equity of Yixin Intelligent from Four counterparties, including Wang Liping and Wang Junfeng, at a price of about 670 million yuan through a combination of issuing shares and paying cash. This high-premium acquisition allowed Century Dingli to increase its goodwill by 527 million yuan. After the acquisition, Century Dingli has formed a "dual main business" model of communications, Internet of Things and vocational education.
From the perspective of financial contribution, the non-net profit of Yixin Intelligent from 2017 to 2019 was 66.9311 million yuan, 65.9695 million yuan and 66.2513 million yuan, respectively. From 2017 to 2019, century Dingli's non-net profit was 69 million yuan, 49.81 million yuan and -477 million yuan, respectively. It can be seen that since its acquisition, Yixin Intelligent has been an important source of profit for Century Dingli. In the 2020 annual report disclosed by the listed company, Century Dingli also said, "With the development of the 5G industry, the Internet of Things industry is in the blue ocean stage. ”
However, on January 11 this year, Century Dingli announced that in order to optimize the company's industrial structure, reduce operational risks, and improve the development quality of listed companies, it intends to transfer all 100% of the equity held by Yixin Intelligent at a transaction price of 144 million yuan.
The transaction price of 144 million yuan, compared with the purchase price of 670 million yuan 5 years ago, can be said to be a "broken bone", and the bid price is 4.6 times the sell price. Century Dingli said in the announcement that according to the audit report issued by Dahua Certified Public Accountants, as of October 31, 2021, the net assets of Yixin Intelligent were 122 million yuan. According to the asset appraisal report issued by Shenzhen Junrui Asset Appraisal Institute (Special General Partnership), after using the asset basis method, as of October 31, 2021, the appraisal value of 100% equity of Yixin Intelligent was 143 million yuan, and the appraisal appreciation rate was only 17.73%.
Century Dingli also said that the divestiture of a core of intelligent is expected to have an impact on the net profit of listed companies of -616 million yuan. At present, the transaction still needs to be deliberated and approved by the company's general meeting of shareholders. According to century Dingli, the operating income of Yixin Intelligent in 2020 is 174 million yuan, and the net profit has dropped sharply year-on-year to only 273,000 yuan. From January to September 2021, Yixin Intelligent achieved operating income of 102 million yuan and net profit of -26.007 million yuan. In 2019, the operating income of Yixin Intelligent was 254 million yuan, and the non-net profit was 66.2513 million yuan.
Image source: Screenshot of the announcement
What are the reasons for the decline in net profit of Yixin Intelligent in 2020 that is much greater than the decline in revenue and the net profit loss in the first three quarters of 2021? Is there a suspicion of low performance? Is the valuation of One Core Intelligent reasonable? Is a sale at a low price detrimental to the interests of the company and other minority shareholders? The reporter contacted Century Dingli in this regard, and as of press time, the company has not replied to the above questions.
As for the reasons for the divestiture of Yixin Intelligence, Century Dingli said that in recent years, Yixin Intelligent has been too optimistic about the expansion of the Internet of Things business in the process of transforming to an IoT solution provider based on RFID technology. Affected by the weak customer base, fierce competition in the industry and the pneumonia epidemic, the operating results of Yixin Intelligent are far from expectations. Under the background of completing the change of the actual controller, the company intends to divest the Internet of Things business in order to reduce the company's operating risks. "This transaction is conducive to the company to reduce the burden, lighten up, and help the company's new controlling shareholders and new management team to allocate resources more effectively and establish a future business strategy."
In October 2020, Ye Bin, the actual controller of Century Dingli, transferred the 50 million shares of the listed company held by him to Sichuan Special Drive Mayflower Education Management Co., Ltd. (hereinafter referred to as Special Drive Mayflower), and at the same time, Ye Bin irrevocably entrusted all the voting rights corresponding to the 45.745 million shares of Century Dingli shares held by Ye Bin to the special drive Mayflower. The actual controllers of Century Dingli were changed from Ye Bin to Chen Yuxin and Wang Huiwu.
Image source: Wind screenshot
Century Dingli said in the announcement: "Chengdu Guangqian Jieyao Company does not have a relationship with the company and the company's top ten shareholders, directors and supervisors, etc., such as property rights, business, assets, creditor's rights and liabilities, personnel, etc., and there is no other relationship that may or has caused the company to tilt its interests." "So, what is the truth?
The "Daily Economic News" reporter noted that there are many mysteries in the one-core intelligent equity takeover party. According to the national enterprise credit information publicity system, Guangqian Jieyao was established on January 6 this year, the registered capital is 60 million yuan, the current paid-up amount is 0 yuan, and the date of the subscribed capital of the registered capital is December 31, 2072; while Hengjiu Hongxin was established on January 5, 2022, with a registered capital of 10 million yuan, the current paid amount is also 0 yuan, the subscription capital is currency, and the date of subscription is December 31, 2071.
The only legal shareholder of Hengjiu Hongxin is Paya Decoration, which was established in September 2020 with a registered capital of 10 million yuan. Among them, Qing Xinhan subscribed 7 million yuan, Chen Weibo subscribed 3 million yuan, both of them have not paid at present, and the date of subscription is shown to be the end of 2050.
According to the disclosure of Century Dingli, as of the end of September 2021, the asset-liability ratio of Paya Decoration was as high as 94.66%. For whether Paya Decoration has the financial strength to transfer the equity of a core of intelligent, the reporter also contacted Century Dingli for an interview, the company's secretary replied that it would reply after communication, as of press time, there was no reply.
Registration is hard to trace
Century Dingli's low-priced sale of subsidiaries has attracted attention from the outside world, how can a newly established company take 100% of the equity of Yixin Intelligent?
Century Dingli's announcement disclosed that the registered address of Guangqian Jieyao is located at No. 15 and No. 16, Building 6, Area A, No. 408 Baita Road ( Tiancheng International ) , Jianyang City. The address of its sole shareholder, Hengjiu Hongxin, is also here.
On January 14, the reporter went to Tiancheng International on Baita Road. Only from the house number, the maximum number of Baita Road is No. 367, and the reporter did not find No. 408. Tiancheng International is a large community, the reporter searched along the Baita Road, only found area B, D area, G area, C area and H area. Some passers-by said that Tiancheng International Area A is now The A Area of Hejing Xincheng. However, the reporter did not find Building 6 in Hejing Xincheng, but there were 6 buildings in the community, but it was only an ordinary residential building, and it was not called No. 15 and No. 16.
Image source: Daily Economic News Infographic
From the search of Gaode map, it was found that No. 408 Baita Road corresponds to the Hejing Xincheng Industry Committee and a rookie station. However, its address is not Tiancheng International Area A, but Area D. The reporter searched nearby for a long time, but still did not find the registered addresses of Guangqian Jieyao and Hengjiu Hongxin.
The reporter found that there is a company called Jianyang Hongyuan Investment Co., Ltd. nearby, and its company address is also No. 408 Baita Road. The reporter found Jianyang Hongyuan Investment Co., Ltd., which is a bottom merchant of Tiancheng International in Hongjian Road. This row of bottom business door numbers can vaguely see Tiancheng International Area B.
After the equity penetration, the controlling shareholder of Guangqian Jieyao is Paya Decoration, with total assets of 6.674 million yuan, liabilities of 6.317 million yuan and net assets of 356,000 yuan. In the first three quarters of last year, Paya Decoration's revenue was 19.536 million yuan and net profit was 513,000 yuan.
Image source: Screenshot of the company announcement
The registered address of Paya Decoration is No. 17, 1st Floor, Building 15, Hope Future City, Jintang County. Inquiring about the information, it can be found that the developer of hope future city is Jintang Jin May Real Estate Development Co., Ltd., and the shareholders of the latter after equity penetration are Chengdu Mayflower Investment Management Co., Ltd. and Sichuan Special Drive Investment Group Co., Ltd. The former's largest shareholder is Wang Huiwu, and the latter's largest shareholder is Chengdu Huaxi Hope Group Co., Ltd., a company controlled by Chen Yuxin.
The reporter came to the place and found that the bottom business of the 15 buildings on the first floor was mainly catering. However, the area around No. 101 in Building 15 is mainly catering, and behind it is the hotel. The location of No. 17 on the 1st floor cannot be accessed, and a barricade is set up. However, the reporter learned from the property management office of Hope Future City that No. 17, 15 buildings on the 1st floor, is not a Paya decoration, but a Duoyi Hotel.
Doi Hotel Location Image source: Daily Economic News Infographic
It is worth mentioning that across the road from No. 17, 1st Floor, 15 Building 15, where Duoyi Hotel is located, is the administrative building of Hope College of Southwest Jiaotong University. The registered address of Chengdu Xinjiao Xinwang Technology Co., Ltd. is no. 101 and No. 102 of the administrative building of the school. The two shareholders of the company are Tao Xiuzhen and Chen Yemei, directors of Century Dingli. According to the introduction of the leaders of the Hope College of Southwest Jiaotong University on April 22, 2020, Chen Yemei is the dean of the school.
Image source: Screenshot of the official website of Hope College of Southwest Jiaotong University
The reporter went to the 1st floor of the administrative building for consultation, the left side is the classroom, and the right side is the school office. The reporter consulted the staff of the first office of the administrative building for the information (shareholders, management) and address of Chengdu Xinjiao Xinwang Technology Co., Ltd. The other party said that the first floor is a classroom, there is no door number of No. 101 and No. 102, and the second floor has (door number). Curiously, when the reporter left the office, a clerk immediately closed the door of the stairway - the only way to the 2nd floor.
Chengdu Xinjiao Xinwang Technology Co., Ltd. 2020 annual report registered a QQ electronic mailbox, the reporter searched out the QQ number. The reporter learned that the user of the QQ number is an employee of the Hope College of Southwest Jiaotong University. The reporter of the Daily Economic News (hereinafter referred to as the NBD) asked him about the renovation of Paya on the grounds of consultation.
NBD: I am a friend of Teacher Paya Decoration Chen.
Other party: Chen Yemei? What would you like to consult about?
On the same day, the reporter also called him, but he changed his mouth to say that he did not know Chen Yemei and Chen Weibo. According to Qixinbao information, Chen Weibo is the legal representative and shareholder of Paya Decoration.
Behind the receiver emerges the majority shareholder of the listed company?
Qixinbao information shows that Paya Decoration has two natural person shareholders, namely Chen Weibo and Qing Xinhan. Chen Weibo holds 30% of the shares, and Qing Xinhan holds 70% of the shares. Paya Renovation was established on September 22, 2020. Chen Weibo serves as an executive director and manager. Qing Xinhan served as a supervisor.
The "Daily Economic News" reporter noted that the registered address of Paya Decoration was also the registered address of Sichuan Shangli Decoration Engineering Co., Ltd. (hereinafter referred to as Shangli Decoration). Shangli Decoration was established on September 18, 2020, 4 days before the establishment of Paya Decoration, with a registered capital of 10 million yuan. However, Shangli Renovation was cancelled on October 21, 2020, only one month after its establishment.
The shareholders of Shangli Decoration are Chen Weibo and Zhong Leiqi, the former holding 30% of the shares and Zhong Leiqi holding 70% of the shares. Chen Weibo and Zhong Leiqi also jointly established Sichuan Yinyue Enterprise Management Consulting Co., Ltd. (hereinafter referred to as Yinyue Consulting), which is still in business. Consistent with the mobile phone number of Yinyue Consulting Industrial and Commercial Registration is Chengdu Xiyang Technology Co., Ltd. (hereinafter referred to as Xiyang Technology). In February 2020, Xiyang Technology underwent a change in industry and commerce, and the legal representative Yan Hao and key member Wang Huiqin withdrew. According to a previous report by China Economic Network, a person also named "Wang Huiqin" and Wang Huiwu are brother and sister.
The reporter noted that Chengdu Xiyang Technology Co., Ltd. registered a QQ mailbox in its 2019 annual report, and the reporter added his friend and found that the QQ number involved business consultation related to hope education and study abroad. When the reporter asked him about Chengdu Xiyang Technology Co., Ltd., the other party said that he was not clear. The other party also said that he did not know why the company left his mailbox and had gone to communicate the change.
The "Daily Economic News" reporter confirmed that the current industrial and commercial registration telephone number of Silver Moon Consulting and Xiyang Technology is Chen Weibo's phone. In addition, the reporter also found that the industrial and commercial registration telephone number of Sichuan Yixin Commerce and Trade Co., Ltd. (hereinafter referred to as Yixin Commerce) is consistent with the telephone number in the 2018 and 2019 annual reports of enterprises filled in by Xiyang Technology. According to the third-party information inquiry platform, Yixin Commerce is an enterprise of West China Hope Education Industry Group, mainly engaged in FMCG trading. In addition, the major shareholder of Yixin Commerce is Lianghui (90% shareholding), in a December 2017 press release from the Hope College of Southwest Jiaotong University, the same person named "Lianghui" is the relevant person in charge of Mayflower Property Company.
According to Qixinbao, before July 2012, Chen Weibo's partner Zhong Leiqi was a shareholder of Sichuan Yonghe Education Investment Co., Ltd. The sole shareholder of Sichuan Yonghe Education Investment Co., Ltd. is Sichuan Hope Education Industry Group Co., Ltd., which is a member industry of West China Hope Group.
On January 19, the reporter contacted Chen Weibo, who revealed that Paya Decoration's office address has another location, and there is also some cooperation with Zhong Leiqi, but he denies that the company's decoration business is related to the Hope Group. When the reporter asked about the acquisition of Yixin Intelligent, he quickly hung up the phone. Here is a transcript of the conversation:
NBD: Where is your Paya Renovation office located?
Chen Weibo: We have done decoration, our company is in the fourth floor office of Wanqian Supermarket (near Hope Future City). Our registration place was a bit narrow and a bit small, so we moved to the fourth floor.
NBD: Do you only do the Golden Hall, or do you do the renovation project outside?
Chen Weibo: Do not take the outside decoration, do not take the home decoration, shopping malls can be picked up.
NBD: Do you only take the projects you want?
Chen Weibo: I and Hope did not do the project.
NBD: But I see you and Zhong Leiqi have a cooperation?
Chen Weibo: Zhong Leiqi and Hope have nothing to do with each other, I did not do decoration with Zhong Leiqi, rarely cooperated, just cooperated with a company.
NBD: You did the decoration, why did you buy Shanghai Yixin Intelligent Technology Co., Ltd.?
Chen Weibo: (Haha), we like this and accept this.
When the reporter asked whether he would work in Chengdu or Shanghai after the acquisition was completed, Chen Weibo hung up the phone. Subsequently, the reporter called several times, but the other party did not answer.
For whether there is a relationship between Chen Weibo, Paya Decoration and the largest shareholder of Century Dingli, the reporter also sent an interview question to the secretary of the board of directors of Century Dingli, and the secretary of the board of directors of the company replied that he would reply after communication, as of press time, no reply had been obtained, and the reporter of the Daily Economic News will continue to track this matter.
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