10 even board "demon stocks" fall limit! The big guy behind the "new energy dark horse" failed to go public through backdoor listing

"Financial tycoon" Liang Feng's A-share system failed?

Author | High Mountains

Editor丨Gao Yan

Source | Bronco Finance

used to be a "dazzling boy" in the A-share market, because of a restructuring and acquisition announcement, it gained 10 daily limits, and now it has a one-word falling limit due to the plan. At the same time, the wishful thinking of the "financial tycoon" Liang Feng fell through.

On the evening of November 5, the well-known women's clothing listed company Ribo Fashion (603196. SH) announced that it decided to terminate the acquisition of 100% of the shares of Shanghai Jinyuansheng New Energy Materials Co., Ltd. (hereinafter referred to as "Jinyuansheng"). This means that the planned investment in Liang Feng's potassium cathode asset business for nearly half a year has come to an end.

Source: Juchao Information

Since the announcement of Ribo Fashion to change the boss, Liang Feng has taken new energy assets into ownership. After the resumption of trading on May 16, the company walked out of 8 daily limits in a row, plus the two daily limits before the suspension, the company gained 10 daily limits, and the stock price also rose from 9.17 yuan/share on April 25 before the suspension to the highest 28.68 yuan/share on May 29, an increase of 213%. Since then, the stock price has gradually fallen, and on November 6, Ribo Fashion opened at 14.43 yuan per share, with a market value of 3.4 billion yuan.

In fact, since the release of the restructuring plan of Ribo Fashion, it has encountered many doubts. The exchange also issued a letter of inquiry to it, focusing on the continued profitability and mineral resources of Jinyuansheng.

At present, Liang Feng is already the actual controller of Ribo Fashion, and assumed the position of new director and chairman at the end of September. At the same time, a number of senior executives resigned.

The asset restructuring was terminated, and the backdoor listing of Jinyuansheng was stranded

The protagonist of this transaction - Jin Yuansheng, was established in Shanghai in 2011, according to the industrial and commercial data software Aiqicha information, the company previously had 2 natural person shareholders: Qin Hong, Tong Jianfeng. In 2018, Liang Feng began to join Jinyuansheng and served as president and chairman.

According to the official website of Jinyuansheng, its main business includes four major sectors: resource mining, metal smelting, cathode materials and lithium battery recycling. From 2020 to 2022, Jinyuansheng's operating income will be 1.071 billion yuan, 1.904 billion yuan, and 3.044 billion yuan respectively, and the revenue in 2022 will increase by 59.85% year-on-year. However, judging from the performance of its net profit, in the past three years, the net profit attributable to the parent company was 87.4662 million yuan, 214 million yuan and 75.7471 million yuan respectively, and the profit growth fluctuated.

As of the end of 2022, Jinyuansheng's total assets reached 9.616 billion yuan and its net assets were 5.329 billion yuan, exceeding 8 times and 6 times of the total assets and net assets of Ribo Fashion respectively.

Aiqicha shows that Jinyuansheng has carried out 3 rounds of financing since its establishment. At the end of 2020, Shenzhen Dongye Phase II New Energy Industry Investment, Gongqingcheng Shengyuan Equity Investment and other institutions entered.

In January 2022, Jinyuansheng completed the B round of financing, and ATL, Yibin Chendao, China-Africa Capacity Fund, CMB and other strategic investment financing of 500 million yuan.

In July 2022, it completed the B+ round of financing of 1.67 billion yuan invested by Xiang Zhengxin Valley, Lianfeng Fengye, Hillhouse Capital, Yuanfeng CPE, Gaolin Capital, etc.

However, since the valuation of Jinyuansheng was not disclosed in the plan, it is expected that the valuation will not be low according to the estimated financing amount and shareholding ratio. Bronco Finance is valued at about 2.6 billion yuan based on the market value of the transaction. Because as of the end of 2022, Jinyuansheng's net assets are 5.329 billion yuan, but from 2020 to 2022, Jinyuansheng's net profit is only 191 million yuan, 342 million yuan, and 98 million yuan.

The exchange also paid attention to the intensive financing of Jinyuansheng in the past year, and asked "What is the reasonableness of the large change in valuation in the short term?" Is there a valuation adjustment? Questioning.

In this regard, Ribo Fashion said that there are differences in the previous valuations of Jinyuansheng, because its development expectations have improved, resulting in an increase in valuation, and it is determined by Jinyuansheng and the relevant parties involved in equity changes, and there is no major change in the short term, which is reasonable. In addition, the audit and evaluation of the assets to be placed have not been completed, and the estimated valuation of the assets to be placed has not yet been determined. The final transaction price will be determined by the parties to the transaction through negotiation based on the appraisal results issued by the asset appraisal agency.

In addition, the exchange also paid attention to some problems with the assets themselves, such as: the company currently has a total of 18 mining rights, 12 of which will expire in 2024; Another example: in 2022, the production capacity of the top five domestic ternary precursor companies accounts for more than 70% of the total domestic production capacity, and the industry concentration is high, is there any substantial obstacle for the company to expand the industry? And: about 80% of the company's fixed assets are distributed overseas, and about 90% of the revenue comes from overseas.

Ribo Fashion said that with the release of the production capacity of the new energy cathode material business, the proportion of Jinyuansheng's overseas assets and revenue will be reduced.

It is worth noting that Jinyuansheng's revenue in 2022 will be 3.044 billion yuan, a year-on-year increase of 59.87% over 2021 and a year-on-year increase of 184.22% over 2020, but the net profit attributable to the parent company will be 75.7471 million yuan, a year-on-year decrease of 64.49% from 2021 and a year-on-year decrease of 12.64% from 2020.

However, Ribo Fashion believes that in the future, with the gradual commissioning and release of the production capacity of the upstream and downstream links of the Jinyuansheng industrial chain, the cathode material precursor business will be able to achieve low-cost competitive advantages and stable and reliable raw material guarantees, with strong sustained profitability, in line with the conditions of major asset restructuring.

It is worth noting that as of the end of 2022, Jinyuansheng's unaudited asset-liability ratio was 44.58%. However, according to the current product and capacity planning, Ribo Fashion said that the follow-up investment scale may be about 16.3 billion yuan, and the overall capital demand is large. At present, Jinyuansheng has about 3.569 billion yuan of available funds. If Jinyuansheng cannot obtain sufficient financing in the future, it may have an impact on the follow-up investment and lead to a further increase in the asset-liability ratio of Jinyuansheng.

As for the reason for the termination of the planning of this major asset restructuring, Ribo Fashion said that due to the due diligence, audit and evaluation of the metal mineral resources development and smelting and processing assets of the target company Jinyuansheng in the Democratic Republic of the Congo (DRC) and Indonesia, which involves more communication and coordination with project partners and relevant local government agencies, the overall due diligence and verification workload is large and complex, and it is not possible to clarify the specific completion time for the time being, and it is expected that the notice of convening the general meeting of shareholders will not be issued within 6 months after the announcement of the first board resolution of this transaction.

Therefore, in order to safeguard the interests of the company's minority shareholders, the company and the relevant parties of the restructuring decided to terminate the material asset restructuring after careful study.

However, the transformation and restructuring of Ribo fashion is still expected to be strong. In the announcement, it said, "Subsequently, after all parties meet the conditions, they will negotiate whether to continue to promote the restructuring related matters." At the same time, Ribo Fashion said that the termination of this transaction will not have an impact on the operation of the company's existing clothing business, and will promote the stable and healthy development of the existing clothing business.

According to the report for the third quarter of 2023, in the first three quarters, Ribo Fashion achieved revenue of 699 million yuan, a slight increase of 0.4% year-on-year; The net profit was 20.7659 million yuan, a year-on-year decrease of 27.14%.

The weirdness of the deal

Liang Feng, who has worked in the public and private equity circles for many years, is naturally well versed in the way of capital operation, and has been at the helm of Putailai (603659. SH) has rapidly expanded the scale of Putailai step by step through capital, once making its market value exceed 100 billion, and now it has a market value of more than 50 billion.

With the successful experience of operating Putailai, Liang Feng is very delicate in the layout of another new energy high-quality asset in his hand - Jinyuansheng. First pay 770 million yuan to buy a controlling stake, and then put the new energy assets in their hands into the listed company through replacement, and make up for the difference in private placement of new shares.

According to the announcement, Liang Feng first spent 770 million yuan to buy control from Wang Weidong, the original actual controller of Ribo Fashion. The specific transaction method is as follows: Wang Weidong and Ribo Holdings controlled by Wang Wei transferred 59 million shares and 12 million shares of Ribo Fashion to Liang Feng and his company Shanghai Kuoyuan at a price of 10.89 yuan per share, respectively, and the total proportion of Ribo Fashion shares controlled by Liang Feng reached 29.75%.

However, due to Wang Weidong's original shareholding ratio of 70.86%, Liang Feng was still unable to become the actual controller after the share transfer, so he didn't know where to find a natural person and 2 contract funds to take over the old shares. Wang Weidong transferred 8.3%, 5.77% and 5.96% of the company's shares to Whale Domain Assets, natural person Hu Bojun and Shanghai Daixi respectively to reduce his shareholding, so that Liang Feng could surpass all shareholders and become the new major shareholder and actual controller.

After obtaining the control of the listed company, Liang Feng replaced the Jinyuansheng new energy assets under Shanghai Kuoyuan with all the assets of the listed company, and the transaction difference between the assets and the assets was purchased by Ribo Fashion to 43 Jinyuansheng shareholders such as Liang Feng and Shanghai Kuoyuan, with an issue price of 6.97 yuan per share, and it is expected to raise no more than 1.5 billion yuan. It is about 6% off the closing price of 11.09 yuan / share on the last trading day before the agreement is signed.

After the completion of the transaction, Jinyuansheng achieved a backdoor listing, and the main business of Ribo Fashion was also changed to new energy battery cathode precursor materials, etc., and the original mid-to-high-end fashion women's clothing was stripped off.

However, due to the fact that in the process of Liang Feng becoming the actual controller, the two contract funds and the natural person Hu Bojun were too appropriate, so they attracted inquiries from the exchange, whether there was a concerted action relationship with Liang Feng? Is it to deliberately circumvent the 30% threshold for triggering a tender offer?

In this regard, Ribo Fashion said that the above-mentioned fund is a private securities investment fund filed with the Fund Association, and Hu Bojun is an independent investor, and his participation in this share transfer transaction is an independent negotiation and independent decision-making with the transferor, and there is no concerted action relationship, related relationship or other interest relationship with Liang Feng and his affiliates. The two fund companies respectively purchased the target equity with the investor's capital funds, and Hu Bojun purchased the target equity with his own or self-raised funds, and there was no situation where he held the target equity on behalf of others.

And what's even more bizarre is that Wang Weidong sold the controlling stake in Ribo Fashion, but he didn't charge the controlling stake premium, not only did not collect it, but also gave Liang Feng a discount, which was nearly 50% lower than the current stock price (21.62 yuan / share), and nearly 10% lower than the price of 11.09 yuan / share before the suspension. Moreover, the price of listed companies issuing new shares to purchase assets is 6% lower than before the suspension, and the price is as low as the floor. No wonder the exchange asks: what is the rationale for selling a controlling stake without charging a premium? Why is the issue price lower than the market price? Are there any other (under-the-table agreements) benefit arrangements?

Bronco Finance found that the self-media "Wenyi Fuxin" in the field of investment banking mentioned a point of view: Wang Weidong, the original actual controller, still retains 21.08% of the shares after the transfer of control, and can enjoy the benefits of the increase in market value after the transaction is completed. This may explain why the deal is trading below the market price. As for the emergence of natural persons and contractual funds, the self-media analysis "The tax burden of natural persons when transferring equity in the future is lower, and they do not need to pay income tax after the restriction period." "Contractual funds are unincorporated entities and are not subject to corporate income tax, so the income obtained by investors is pre-tax income and secondary taxation is avoided."

The man behind the "new energy dark horse".

The "trader" of this transaction, Liang Feng, is a low-key and mysterious tycoon, in addition to being the chairman of Jinyuansheng, he is also the leader of lithium battery anode materials, Putailai (603659. SH), the main business of PTL is divided into three major sectors: anode materials and graphitization, membrane materials and coating, and lithium battery automation equipment.

It is worth mentioning that Liang Feng was first known to the market because of his public fund resume.

According to Putailai, Chairman Liang Feng was born in 1968 and is 55 years old with a master's degree. From 1990 to 1994, he worked in Dongguan Xinke Magnetoelectric Products Co., Ltd. as the group manager of the planning engineering department; From 1994 to the end of 2002, he worked in CITIC Group Shenzhen Zhongda Investment Co., Ltd. as the general manager of the investment department. From 2003 to 2010, he successively worked in CITIC Fund Management and AIA Huatai Fund as fund manager and director of equity investment department.

In 2004, Liang Feng became a fund manager and successfully managed CITIC Fund, a fund with tens of billions of funds. From the perspective of investment performance, Liang Feng's strength should not be underestimated. For example, between November 17, 2005 and April 12, 2007, the net value of CITIC Dividend Select (now ChinaAMC) under his management soared by 247%, outperforming the performance benchmark by 56%, ranking fourth among more than 70 funds in the same category.

Since 2010, Liang Feng has defected to private equity and served as the general manager and chairman of Shanghai Yiyang Investment Management Co., Ltd. In 2011, Liang Feng, who was optimistic about the new energy vehicle market, entered the new energy industry, and invested a total of 100 million yuan with his former colleague Chen Weiyu to set up Putailai, and the following year after its establishment, Putailai achieved an operating income of 185 million yuan and a net profit of 60 million yuan.

Since November 2015, Liang Feng has served as the chairman of PTL. Thanks to this experience, Liang Feng has cultivated a keen sense of the capital market. In November 2017, Liang Feng helped Putailai successfully land on A-shares, and on November 29, 2021, it hit a record high price of 99.93 yuan per share, with a market value of more than 100 billion yuan, and Liang Feng became a "new energy boss" worth more than 10 billion yuan.

Thanks to the soaring stock price, Liang Feng's net worth has naturally risen. In 2019, in the Hurun Report, Liang Feng and Shao Xiaomei ranked 370th with a wealth of 10.5 billion yuan.

With the rapid growth of the global power and energy storage battery market, PTL's performance continues to grow. From 2017 to 2022, the revenue scale increased from 2.25 billion yuan to 15.46 billion yuan, and the profit level increased from 450 million yuan to 3.104 billion yuan.

Bronco Finance found that according to Wind data, since its listing in 2017, Putailai has always been a "fund heavy stock". According to the 2020 interim report, the number of institutions is as high as 487, and in the 2022 interim report, there are 121 institutional investors, of which 109 are funds.

As of November 6, Putailai closed at 25.5 yuan per share, with the latest market value of 51.4 billion yuan. Liang Feng and his concerted actors control a total of 47.68% of the shares of Putailai, of which the direct shareholding ratio is 26.36%, and the market value is more than 15.5 billion yuan according to the latest stock price.

In March 2023, Liang Feng and his wife Shao Xiaomei ranked 733rd on the 2023 Hurun Global Rich List with a wealth of 29 billion yuan.

In addition, Liang Feng's capital territory has a tendency to expand. In July 2022, Putailai announced that its holding subsidiary, Jiangsu Zhongguancun Jiatuo New Energy Equipment Co., Ltd., plans to spin off and go public. In March this year, Jiangsu Jiatuo was officially restructured into a limited liability company. At present, Putailai holds 82.92% of the equity of Jiangsu Jiatuo.

He changed his career from the manufacturing industry to the fund industry, became the fund manager of the 10 billion fund, and then joined the industry, and built a giant with a market value of 100 billion yuan in 5 years. Now, Liang Feng chose to backdoor another high-quality new energy asset in his hand - Jinyuansheng into Ribo fashion, after the plan failed, what will the new energy boss do?

Straddling the "public and private" financial tycoon's A-share "system", with an extraordinary shot, do you think his second listed company can successfully achieve a backdoor listing? What do you think of the capital operation of the "financial tycoons"? Leave a message and let's chat!