The wife of the chairman of Enjie shares is busy cashing out, and the transfer of assets at a high premium attracts attention
In the 2022 Hurun Report, Li Xiaoming, chairman of Enjie, ranked 105th with 44 billion, and Li Xiaohua, president of the company and brother of Li Xiaoming, ranked 155th with 32.5 billion. Although the company's stock price has fallen by nearly two-thirds in the past year due to adverse factors such as the brothers' forced residential surveillance measures and the decline in medium-term results, the combined wealth of the Li brothers is still unrivaled in Yunnan Province.
But the Carbon Rush is ready to stop treating the Lee brothers as the richest men in Yunnan — and it's obviously more accurate to describe them as Americans. According to the announcement, Li Xiaoming and Li Xiaohua's family members who have appeared in the listing system include: Li Xiaoming himself, his wife Ma Yan, his daughter Sherry Lee, his brother Li Xiaohua, his sister-in-law Hui Yanyang, Jerry Yang Li (former name: Li Yang, Li Xiaohua's son), 5 are American nationals, and Li Xiaohua, the only Chinese national, has also obtained the right of permanent residence abroad.
At 10 a.m. on September 28, 2023, the lithium battery separator leader Enjie held a board meeting in the conference room on the third floor of Shanghai Enjie, a holding subsidiary. The meeting was chaired by Chairman Paul Xiaoming Lee. There are two main agendas, one is to acquire 4.78% of the shares of Yan Ma and Alex Cheng, two natural persons of Shanghai Enjie's minority shareholders, for 2.6 billion yuan; Second, it plans to spend 3-500 million yuan to buy back the company's shares in the secondary market for future equity incentives.
The second resolution is easy to understand, the company's stock price has fallen from the highest point of 316.87 yuan two years ago to below 60 yuan now, down 80%. Although the buyback of three or five billion yuan is not much compared to the market value of five or six hundred billion Enjie, it is more or less a piece of heart.
The first resolution of the company's board of directors caused an uproar in the market. This is not just because the main acquiree, Yan Ma (Ma Yan), is Li Xiaoming's wife, nor because of the American status of Yan Ma and Alex Cheng, but because the purchase price of 2.6 billion yuan is really incomprehensible.
counterparty information; Enjie share announcement
Sure enough, only a day after the announcement, although the market was closed, although people have entered the long holiday mode, the Shenzhen Stock Exchange still issued a letter of concern to Enjie shares.
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Gua Tian Na Cheng, Li Xia Zhengguan
With April 30, 2023 as the evaluation base date, the assessed value of all shareholders' equity of Shanghai ENJIE is 54.7 billion yuan, the appraisal value-added is 43.1 billion yuan, and the appraisal value-added rate is 371.58%.
In addition, on June 23, 2021, ENJIE proposed to acquire the same proportion of Shanghai Enjie's equity from Yan Ma and Alex Cheng for 2.342 billion yuan, that is, 4.78%.
On July 25, 2020, ENJIE also acquired 5.14% of the equity of Shanghai Enjie from non-related parties Tan Kim Chwee and Yin Hongqiang for 490 million yuan, using the same income method, with an appreciation rate of 190.67%.
The Shenzhen Stock Exchange concerned letter requested Enjie to "additionally disclose the valuation assumptions, evaluation parameters and estimation process of this transaction, and explain whether the evaluation assumptions and evaluation parameter settings are consistent with the trend and magnitude of Shanghai Enjie's operating conditions, operating income and net profit changes, and whether it is prudent and reasonable." ”
On July 24, 2020, ENJIE Co., Ltd. "Announcement on Signing an Equity Transfer Agreement with the Shareholders of Shanghai ENJIE New Material Technology Co., Ltd."
As pointed out by the Shenzhen Stock Exchange, on July 25, 2020, in the transaction of acquiring 5.14% of the equity of ENJIE for 490 million yuan, the total equity of Shanghai Enjie shareholders was valued at 9.533 billion yuan. Less than a year later, on June 21, 2021, the appraised value of Shanghai Enjie had risen to 48.9 billion. This time, it was assessed to 54.7 billion yuan.
In the past three years, the data correlation between the business changes of Shanghai Enjie and the results of this assessment is indeed doubtful.
According to the company's financial report, from 2020 to 2022, Shanghai Enjie achieved operating income of 2.648 billion yuan, 6.437 billion yuan and 10.996 billion yuan, and net profit of 962 million yuan, 2.575 billion yuan and 3.874 billion yuan, respectively.
In the first half of this year, Shanghai ENJIE achieved an operating income of 4.800 billion yuan, a year-on-year decrease of 4.65%, and a net profit of 1.349 billion yuan, a year-on-year decrease of 29.52%.
On the one hand, in July 2020, when ENJIE acquired its 5.14% stake in Shanghai Enjie from unrelated parties Tan Kim Chwee and Yin Hongqiang, the valuation of the target company was only 9.544 billion. But just a year later, when the listed company acquired the chairman's wife Ma Yan and other related parties, the appraised value of Shanghai Enjie increased fourfold or fivefold. What exactly is the logic of this?
The Carbon Rush specifically inquired about Tan Kim Chwee, who was acquired three years ago, and the best match for the name was Tan Kim Chwee Daniel, a chemistry professor who now works in the Department of Natural Sciences and Science Education, National College of Education, Nanyang Technological University in Singapore.
In addition, the Shenzhen Stock Exchange also raised the question of why the trading company chose April 30 instead of June 30, 2023 as the evaluation reference date. Whether there is a significant difference in valuation between these two points in time.
This is indeed very strange, because the interim report of Enjie shares has already been released, and the operation of Shanghai Enjie as of June 30 this year has been audited, which is closer to the real situation now, and the company is two months in advance, what the hell is it doing?
Could it be that as of April 30 this year, Shanghai Enjie's revenue and profit have been growing, but the results of May and June suddenly have problems? In this way, two months in advance, the appraisal value will be higher?
In the first half of this year, the price of lithium battery film did have a significant round of price reduction.
Finally, SZSE states:
"As of before this transaction, your company's equity ratio in Shanghai Enjie has reached 95.22%, realizing absolute control of Shanghai Enjie. According to the announcement, the purpose of this transaction is to increase the equity of listed companies, reduce financial assistance and other related party transactions, improve the efficiency of business decision-making, and further support and promote the development of the company's core business. Please take into account the development trend of the industry, the operation situation of Shanghai Enjie, the situation of orders in hand, the trend of performance change and valuation change, the specific impact of this transaction on reducing related party transactions, etc., and supplement the reasonableness and necessity of acquiring a minority stake in Shanghai Enjie from a related party at a higher premium at the current time, and whether there is any situation that harms the interests of listed companies and small and medium-sized investors. ”
The biggest feature of this acquisition is the related party transaction, which was actually said by the company to "reduce related party transactions such as financial assistance". From the perspective of catching up with the carbon number, there is no need to think about funding listed companies, but whether or not listed companies are used to fund the chairman's wife, this investor has a shot in his heart.
It is no wonder that the Shenzhen Stock Exchange requires that Enjie shares clarify the reasonableness and necessity of the transaction, and even need to check whether there is any situation that harms the interests of listed companies and small and medium-sized investors.
ENJIE Co., Ltd. is the world's leading lithium battery separator and once the pride of China's new energy industry. But in the past two years, Enjie has added two image labels to corporate governance: first, it is a family business; Second, this is a company controlled by Americans.
ENJIE Shares' Simplified Report on Changes in Equity dated March 8, 2019
According to the company's announcement, Li Xiaoming and Li Xiaohua's family members include: Li Xiaoming himself, his wife Ma Yan, his daughter Sherry Lee, his brother Li Xiaohua, his sister-in-law Hui Yanyang, Jerry Yang Li (former name: Li Yang, Li Xiaohua's son) and other six people, of which 5 are American nationals, and Li Xiaohua, the only Chinese national, has also obtained the right of permanent residence abroad. This reminds me of an old-fashioned movie - "Look at this family".
According to the prospectus of Yunnan Innovation in 2014 (the predecessor of Enjie shares), Ma Yan, born in 1959, is a US citizen, has the right of abode abroad and has a college degree. From 1981 to 1990, he worked in Kunming Yan'an Hospital; Since 2000 (June 2014), he has been working as a dental assistant at Houston Southwest Dental Center, USA.
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Asset appraisers alerted by the SFA
Enjie share announcement
In the asset appraisal report of Shanghai Zhonghua Asset Appraisal Co., Ltd. on Shanghai Enjie, there is an expression of Shanghai Enjie's equity change, which is not understood.
On August 1, 2014, Ma Guangsheng, a natural person, transferred his 25.803% and 5% equity interests in Shanghai Enjie to Li Xiaoming and Ma Yan respectively. But at that time, Ma Guangsheng only owned a total of 6.2879% of Shanghai Enzhexiu and Yingjie, how did this happen? The same situation happened to the natural person Zhang Qinglin. In the same equity transfer, the equity owned and transferred by Cheng Fengzhi is completely comparable.
In addition, the carbon chase found that Shanghai Zhonghua Asset had just been issued a warning letter by the regulatory authorities recently.
According to public information, on August 2 this year, the Shandong Regulatory Bureau issued the Decision on Issuing Warning Letters to Shanghai Zhonghua Asset Appraisal Co., Ltd. and Qian Jin, Zuo Yinghao, Yang Ge and Xu Hao. The warning letter pointed out that Zhonghua Asset had problems in the forecast review of key parameters such as sales growth rate, sales unit price, and operating cost in the goodwill impairment assessment project formed by the acquisition of Tonghua Guhong Pharmaceutical Co., Ltd. (hereinafter referred to as Tonghua Guhong) and Jilin Tiancheng Pharmaceutical Co., Ltd. (hereinafter referred to as Jilin Tiancheng) by Shandong Buchang Pharmaceutical Co., Ltd. (hereinafter referred to as Buchang Pharmaceutical) from 2019 to 2022.
After a little understanding, Carbon Rush found that this is by no means the first time that Zhonghua Asset has been warned. Four years ago, Shanghai Zhonghua was involved in the Lanhai Medical Michunlei incident.
On November 11, 2019, the Hainan Securities Regulatory Bureau published the Decision on Issuing Warning Letters to Shanghai Zhonghua Asset Appraisal Co., Ltd. on its official website. At that time, Zhonghua Asset Management was entrusted by Lanhai Medical Industry Investment Co., Ltd. to issue an appraisal report on the value of all shareholders' equity involved in the proposed equity transfer of Shanghai Haisheng Shangshou Financial Leasing Co., Ltd.
After inspection by the Hainan Securities Regulatory Bureau, the "Report on the Assessment of the Value of All Shareholders' Equity Involved in the Proposed Equity Transfer of Shanghai Haisheng Shangshou Financial Leasing Co., Ltd." (Huzhongjian Bao Zi [2018] No. 0265) issued by Zhonghua Asset Management had many problems such as insufficient evaluation basis and errors and omissions in the evaluation draft.
In March this year, due to problems in internal governance, quality control and independence, as well as practice projects, the Shanghai Securities Regulatory Bureau issued a warning letter to Zhonghua Accounting Firm (Special General Partnership).
The warning letter pointed out that in terms of internal control, the firm had problems such as illegal trading of listed company stocks by individual employees and their close relatives, unreasonable fee arrangements for individual IPO projects, and conflicts of independence between individual non-assurance business and assurance business.
In terms of practice projects, there are problems in the audit project of the 2021 annual report of Jinlitai practice, the audit project of the 2021 annual report of Haixin Co., Ltd., the audit project of the 2019, 2020 and 2021 annual reports of Safon Water, the audit project of Xiangfenghua's 2021 annual report, the audit project of Genesis 2021 annual report, and the audit project of Tianwo Technology's 2021 annual report.
The Shanghai Securities Regulatory Bureau decided to take administrative supervision measures of issuing warning letters to the firm, and at the same time took administrative supervision measures of issuing warning letters to the relevant persons in charge of the above-mentioned projects.
In addition, Zhonghua Asset Management has also been issued warning letters by the Guangdong Securities Regulatory Bureau many times.
Editor: Detective Carbon