How to solve the "Sansheng system" crisis? How to solve the "Sansheng system" crisis?
Author | High mountains
Editor丨Gao Yan
Source | Mustang Finance
ST Sansheng (300282.SZ), which has been rising all the way from mid-July, recently had a showdown and announced the news of the change of actual controllers.
On September 28, ST Sansheng announced that the controlling shareholder, Zhuofeng Investment, intends to transfer 74.11 million shares of the company held by it to Shenzhen Tailike New Energy Technology Co., Ltd. (hereinafter referred to as "Taikeli") for a transaction consideration of 821 million yuan. After the completion of the transfer, Tailike will hold 19.8% of the voting rights of the company and become the new controlling shareholder of the company, and Dai Debin will become the actual controller of the company.
According to this calculation, the transfer price per share is about 11 yuan, which is more than 2 times the latest stock price of ST Sansheng.
Suddenly taking out 800 million yuan of the receiver is a new face.
Telix was founded only two years ago. According to public data, Tailike was established on September 11, 2020, and the legal representative is Dai Debin. On September 19 this year, the company changed its name from Shenzhen Minyuan Technology Co., Ltd. to its current name, and its business scope shifted from computer development to emerging energy and new material technology research and development, and the registered capital increased from 100,000 yuan to 200 million yuan.
Dai Debin transferred 65% of the shares from the original wholly-owned controlling shareholder Minyi Technology on September 19, and on September 26, another natural person, Liu Fengmin, transferred the remaining 35% of the shares. Now Tailike is controlled by two people.
Dai Debin is the only company in the public information, and he has never appeared in the capital market. Before the disclosure of the transaction, the business scope was suddenly changed and the registered capital was increased, which seemed to be intentionally prepared to take over ST Sansheng.
On September 30, the Shenzhen Stock Exchange sent a letter inquiry, asking the company to verify and explain the basis for the pricing of the share transfer in this transaction, whether there is a related party relationship or other interest arrangement between the two parties to the transaction, and whether there is an undisclosed agreement or follow-up arrangement in this transaction.
The 900 million guarantee crisis is yet to be solved
ST Sansheng is a subsidiary of Sansheng Group, the main business is intelligent education equipment and international education services. In the first half of this year, the company's operating income was 122 million yuan, a year-on-year decrease of 29.66%. The net loss attributable to the mother was 87.2385 million yuan, an increase of 235.91% year-on-year.
From 2019 to 2021, the company's net profit attributable to the parent was 12.06 million yuan, -713.7 million yuan and -162.6 million yuan, respectively. As of the second quarter of this year, Zhuofeng Investment held 102 million shares, accounting for 27.2% of the total share capital. After its controlling shareholder, it is Sansheng Group, and the legal representative is Lin Rongbin.
The news of the company's change of ownership was considered positive by some investors, one of which was because the transfer price was much higher than the stock price; The second is to hope that this money can solve the problem of capital occupation and external guarantee of major shareholders.
As of the first half of this year, the non-operating occupation of the listed company by controlling shareholders and other related parties totaled RMB902,000, all of which are expected to be repaid within this year. In addition, the company has a pledge guarantee of 902 million yuan for the affiliated company or designated company of the actual controller with the bank certificate of deposit, accounting for 57.12% of the company's audited net assets in 2021. This guarantee has not gone through the deliberation and decision-making procedures of the board of directors and the shareholders' general meeting of the company, and involves the illegal provision of guarantees to the outside world.
It is this illegal guarantee that also changes the stock abbreviation from "Sansheng Education" to "ST Sansheng". On August 5, the Beijing Supervision Bureau decided to take supervision and management measures against the company, Chairman Lin Rongbin and Financial Director Cao Lei.
The transfer proceeds of the change of owner were paid in two instalments, and the prerequisite for the first payment of RMB600 million required that "no substantial obstacles may have occurred that may lead to the unlifting of the pledge of the certificate of deposit"; After payment, Zhuofeng Investment was responsible for resolving the pledge guarantee of the illegal certificate of deposit, and the transferee paid the balance of RMB220 million by October 20.
The transaction plan is also within the scope of inquiry of the Shenzhen Stock Exchange, requiring the company to explain whether the preconditions for the first share transfer payment have been met, and whether the release of the pledge guarantee of the illegal certificate of deposit is a prerequisite for the payment of the second share transfer payment.
From the violation of the guarantee to the sudden change of ownership, all show the financial difficulties of the original actual controller Lin Rongbin.
ST Sansheng, which rubbed on the concept of mysterious new energy new energy, closed down 1.56% on September 29 and rose 4.95% at 5.3 yuan / share on September 30.
Brothers and sisters
Sansheng Group started with industry before doing real estate. In the 1980s, his brother Lin Rongdong came up with the idea of starting a business, starting from the plastic bottle cap business. In 1987, his recently graduated brother Lin Rongbin joined the entrepreneurial team, and the business scope of Sansheng Group expanded to the field of foam plastic materials and chemical pigment trade.
In 1998, with the reform of the housing system, mainland real estate entered the era of marketization. The following year, Sansheng Group entered the real estate industry. Initially, Sansheng Group's real estate business was mainly local in Fujian Province, and it began to deploy to the whole country in 2009, and realized a backdoor listing on the Hong Kong Stock Exchange in 2017.
But the two brothers have long shown signs of disagreement, as early as 2015, Lin Rongdong and Lin Rongbin's subsidiary had an equity dispute.
In media reports in 2017 and before, Lin Rongdong appeared in the public eye as the chairman of Sansheng Group. However, after 2018, Lin Rongdong made fewer appearances in public reports, replacing his younger brother Lin Rongbin.
In May 2017, Lin Rongbin was appointed as the chairman of the board of directors of Sansheng Holdings; In December 2017, Lin Rongbin was appointed as the chairman of Sansheng Education, another listed company of Sansheng Group.
In addition, on the official website of Sansheng Group, the position of chairman is also clearly held by Lin Rongbin (also known as Lin Rongxin).
The shareholding structure chart shows that the largest shareholder of Sansheng Holdings is Mega Regal Limited, and the largest shareholder of Sansheng Education is Fujian Zhuofeng Investment Partnership, both of which are controlled by Lin Rongbin. Lin Rongdong does not hold any position in the listed company and does not directly own the equity.
In March this year, Sansheng Holdings (02183. HK) announced that due to the equity transfer dispute, Lin Rongdong sued Sansheng Holdings, Lin Rongbin and related parties in court, and the two lawsuits involved a total compensation amount of 1.405 billion yuan.
Image source: Sansheng Holdings Announcement
In the prosecution materials, Lin Rongdong said that Sansheng Holdings, Lin Rongbin, Fuzhou Sansheng and Fuzhou Bosheng transferred their 25.5% equity in Qingdao Sansheng, 40% equity in Chengdu Jisheng and 50% equity in Chengdu Sansheng without authorization.
Among them, in the Qingdao Sansheng equity transfer incident, Lin Rongdong demanded that the defendant compensate for economic losses of 767 million yuan; in the Chengdu Sansheng and Chengdu Jisheng equity incident, Lin Rongdong first requested to confirm that the above-mentioned equity transfer was invalid, confirm that the plaintiff enjoyed the above-mentioned equity and change the equity registration, etc. If the above acts could not be supported, the defendant was required to compensate for economic losses of 639 million yuan.
Earnings delays, debt defaults
Sansheng Education is not the only asset that Sansheng Group has recently sold, and the violent turmoil in the real estate industry in 2021 has affected the operation of Sansheng Group.
In response to the maturity of the bond redemption, Lin Rongbin put a number of assets, including property companies, on the shelves. Currently, the company has $100 million in offshore bonds maturing in July 2022 and another $70 million due in November 2022.
On September 15, 2021, the investor of Bourne Property under Sansheng Group changed. Fujian Jiamenkou Investment Co., Ltd., Xiamen Bosheng Investment Partnership and other former Sansheng shareholders withdrew, and Shenzhen Yuying Property Service Co., Ltd. joined, and became the largest shareholder with a shareholding ratio of 97.21%.
Source: Aiqicha
According to the investigation of Aiqi, Shenzhen Yuying Property Service Co., Ltd. is 100% owned by Wanquan Cloud, a subsidiary of Vanke.
A month later, on October 15, 2021, Sansheng Holdings once again said that it intends to transfer all the equity of Fuzhou Shengxin Real Estate Development Co., Ltd., a wholly-owned subsidiary of the company, to Shanghai Yongbi for a total consideration of 417 million yuan.
On November 16 of the same year, Sansheng Holdings announced two sales within a day. Among them, Harbin Lifu Commercial Building will be transferred to Beihai Shengqi Industrial Co., Ltd. for 350 million yuan, and Qingdao Jiabiao Commercial Building will be sold to Beihai Shengli Investment Co., Ltd. for 271 million yuan.
In August this year, the company announced the extension of the publication of the 2022 semi-annual report. As of the end of last year, Sansheng Holdings' bank loans and other borrowings totaled about 13.333 billion yuan, of which 3.639 billion yuan was due within one year, in addition to 1.07 billion yuan of bonds payable. During the same period, its cash and cash equivalents were only $4.252 billion, which was not enough to cover short-term debt.
At the end of 2018, Sansheng Holdings proposed a three-year "double 100 billion" goal, that is, to achieve assets of 100 billion yuan and sales of 100 billion yuan by 2021. To this end, in May of the following year, Lin Rongbin specially invited Feng Jinyi, a real estate veteran from Longhu, to join as the president of the real estate group to escort the company's "double 100 billion". In September 2019, like many "Fujian real estate enterprises" bosses, Lin Rongbin, who aims to 100 billion, also chose to relocate to Shanghai and launch the dual headquarters model of Fuzhou and Shanghai.
From 2019 to 2021, Sansheng Holdings added a total of 42 new property projects and land interests, with a total planned construction area of 8.049 million square meters and a total investment cost of 18.071 billion yuan.
ST Sansheng's shot may be able to give Sansheng Group a mouthful of blood, do you think they can get through it? Welcome to the comments section to let us know.