The area around Shunde and Zhongshan in the pearl river estuary of Guangdong is a well-known home appliance production base in China. Twenty years ago, home appliance tycoon Li Dongsheng set up TCL Home Appliances' air-conditioning company in Nantou Town, which sits at the "north gate" of Zhongshan and adjacent to Shunde, while almost at the same time, Cai Shiyi, a refrigerator veteran who had just left Kelong Electric Appliances, founded an Omar refrigerator in Nantou Town. Years later, TCL air conditioners and Omar refrigerators became the home appliance "Gemini" that Nantou Town was proud of.
At that time, Li Dongsheng and Cai Shiyi probably did not expect that the two would have a dramatic intersection in the future. Around the Spring Festival holiday this year, Li Dongsheng's TCL launched a capital raid on the listed company Omar Electric Appliances (002668.SZ), which is very much intended to replace Zhao Guodong, the actual controller of Omar Electric Appliances. The outside world speculates that Li Dongsheng's target is the core asset of Omar Electric Appliances, which is still managed by the former actual controller Cai Shiyi.
On the evening of February 24, the latest announcement of Omar Electric Appliances disclosed that Huizhou TCL Home Appliance Group has held 13.44% of the company's equity, and together with the consistent actor Zhongxin Rongze, it holds a total of 15.57% of the equity of Omar Electric Appliances, becoming the largest shareholder of Omar Electric Appliances. At the same time, TCL Home Appliances requested two non-independent directors on its own side on the board of directors of Omar Electric. At present, the board of directors of Omar Electric has two non-independent directors and three independent directors, including the current chairman Zhao Guodong.
Huizhou TCL Home Appliance Group is mainly engaged in air conditioners, small household appliances company, located in Nantou Town, TCL air conditioning is its subsidiary, that is, Omar Electrical Appliances's close neighbor. The parent company of TCL Home Appliances is TCL Industrial Holdings, which is controlled by Li Dongsheng, that is, the privatized TCL intelligent terminal business that was spun off from TCL Technology (000100.SZ) in April 2019.
Although Omar Electric claims that TCL's current shareholding will not cause a change of control of the company, Li Dongsheng, who uses the eagle as a totem and advocates a one-hit, will obviously not stop here.
The battle for control
Omar refrigerator started with a unique OEM manufacturing model that year, and gradually became the "export king" of China's refrigerators, and immediately went public in 2012 as Omar Electric Appliances. However, it has only been on the market for three years, and Cai Shiyi, who is nearly seventy years old, has already withdrawn. In the second half of 2015, zhao Guodong, a mutual gold player, received part of the equity from core shareholders such as Cai Shiyi and Cai Jianquan's uncle and nephew for 1.2 billion yuan, becoming the actual controller of Omar Electric. Since then, Zhao Guodong and his ally Yin Hongwei's control of Tibet Rongtong Zhongjin has participated in the Omagh electric fixed increase for 876 million yuan, further consolidating control over the listed company.
Zhao Guodong's business experience is basically in the third-party payment and online loan industry with a lot of gray areas. Zhao Guodong, 42, founded the early third-party payment platform Online banking online when he was young, and then entered JD.com for a short time because of the acquisition of Online Banking Online by JD.com, but since then he has covered the aura of the former vice president of JD.com.
After entering the Omar Electric Appliance, Zhao Guodong quickly began his capital performance. He sold zhongrong gold, a mutual gold online loan company he founded, to Omar Electric Appliances twice, and set aside 1.4 billion yuan from the listed company, plus pledged all the equity in his hands, completing the capital trick of empty gloves and white wolves into Omar Electric Appliances. Omar Electric Appliances has thus transformed from a traditional home appliance company into a fashionable mutual gold concept stock, and the stock price has soared from more than 30 yuan before Zhao Guodong entered the ownership to nearly 130 yuan, and founding teams such as Cai Shiyi have also taken the opportunity to complete the reduction of cash.
However, with the strict supervision of the mutual gold online loan platform since 2018, the mutual gold assets acquired by Omar Electric Appliances have also collapsed rapidly and almost melted away, resulting in an asset impairment of 2 billion yuan in Omar Electric Appliances in 2018. By 2019, Omar Electric appliances are only supported by the old asset Omar refrigerator, and the mutual fund strategy is completely bankrupt.
Zhao Guodong's trading failed, and the pledged Tibet Rongzhongjin and his personal shareholdings were all frozen. The announcement of the listed company disclosed that Zhao Guodong's shareholding has been passively reduced by 3.54% in the past six months, his personal direct holding of Omar Electric Appliances is 12.3138%, and Tibet Rongtong Zhongjin holds 12.4447%, and all of them are pledged and frozen in turn, and the total litigation debts are about 2.6 billion yuan. Due to the pledge debt dispute, Zhao Guodong's shareholding is expected to continue to be passively reduced.
Zhao Guodong's control over Omar Appliances is faltering. Those who have a heart are waiting for an opportunity to enter.
In mid-January 2021, all the shares pledged by Tibet Rongtong Zhongjin to Xiamen International Trust were judicially auctioned. According to public information, Huizhou TCL Home Appliance Group took 40.47 million shares, that is, 3.74% of the equity of Omar Electric Appliances, for 186 million yuan, and less than 9% of the equity was divided by four natural persons with unknown backgrounds. In a subsequent announcement, Omar Electric pointed out that if there is a concerted action relationship between the above-mentioned equity purchasers (i.e. Huizhou TCL Home Appliance Group and four natural persons), it may lead to a change in the control of the company.
TCL is not satisfied with this, but continues to raise the brand of Omar appliances in the secondary market. From January 8 to January 27, TCL Home Appliance Group and Zhongxin Rongze, a co-actor, bought 2.87% and 2.13% of Omar Electric Appliances shares in the secondary market, respectively, and spent a total of 250 million yuan to buy 5%, constituting a card raising. From January 29 to February 4, TCL Home Appliance Group continued to spend nearly 300 million yuan to buy a 5% stake in Omar Electric Appliances.
Zhongxin Rongze is a limited partnership established by Sino-Singapore Sunac Capital, which was once one of the core PE platforms of the Zhongxin Sunac system, and was once very active in the A-share capital market, becoming the capital investment platform of TCL after being controlled by TCL at the end of 2018, and remaining in the listed company TCL Technology after the restructuring in April 2019.
At this point, excluding the shares that have not yet completed the auction process, TCL Home Appliances has purchased 7.87% of the equity of Omar Electric Appliances in the secondary market, and the total shareholding of Xinrongze among the consistent actors has reached 10%.
According to the articles of association of Omar Electric Appliances, "shareholders who individually or collectively hold more than 10% of the company's shares have the right to request an extraordinary general meeting of shareholders to the board of directors", and on February 5, the TCL party applied to the board of directors of Omar Electric to convene an extraordinary general meeting of shareholders and add two non-independent directors to the board of directors. However, the board of directors of Omar Electric, headed by Zhao Guodong, found that the TCL Home Appliance Group unilaterally held only 7.87% of the TCL Home Appliance Group on the grounds that the form of the TCL Party's Concerted Action Agreement was flawed, and Light Fluttershy refused.
TCL is not impatient, steady and steady. Just after the Spring Festival holiday, on February 18 and February 19, TCL Home Appliances increased its stake in Omar Electric Appliances by 1.83%, increasing its shareholding to 9.7%. On February 20, TCL Home Appliances received the auction ruling, confirming that 3.74% of the auction equity was transferred, and TCL Home Appliances' shareholding rose to 13.44%, plus the total shareholding of Zhongxin Rongze held 15.57% of the equity of Omar Electric Appliances, officially surpassing Zhao Guodong and jumping to the largest shareholder.
On February 22, the TCL side again "attacked" Omar Electric appliances, and once again proposed to the supervisory board of Omar electric appliances to convene an extraordinary general meeting of shareholders to add two non-independent directors. TCL Home Appliances pointed out that the reasons for the last board of directors not to agree to convene an extraordinary general meeting of shareholders will not be recognized, and it can issue a proposal to the supervisory board in accordance with the regulations.
Li Dongsheng is aggressive, the battle for control of Omar electrical appliances has been fully launched, does Zhao Guodong in distress still have the ability to resist?
Zhao Guodong naturally did not want to give up Omar Electrical Appliances easily.
Just in October 2020, Omar Electric issued an announcement of a possible change in actual control, and a new company called Beihai Qingyun wanted to enter the main Omar Electric through a fixed increase. According to the plan, Beihai Qingyun will participate in the fixed increase with 1.255 billion yuan, and will hold 23.08% of the equity of Omar Electric after completion, replacing Zhao Guodong as the new controlling shareholder. Beihai Qingyun also claimed to raise funds to invest in cross-border e-commerce intelligent marketing cloud platform to achieve a new cross-border transformation of Omar Electric Appliances.
The strange thing about Beihai Qingyun is that this company is a new company established in August 2020, with no main business, raising 500 million yuan of registered capital, and then leveraging more than 700 million leveraged funds, specifically for the ownership of Omar Electrical Appliances. After the equity penetration of Beihai Qingyun, the actual controller Zhang Jiong held 60% of the shares and Shanghai Yikatong held 40% of the shares.
The resume of Zhang Jiong disclosed by Omar Electric Appliances shows that this person is also the executive director and general manager of Shanghai Yisheng, holding 30% of the equity of Shanghai Yisheng. Damo Finance found that the other 70% of the equity of Shanghai Yisheng is held by the Tibet Wallet Venture Capital Company, whose legal representative is Zhao Guodong. On the surface, after the end of 2018, the main shareholders of Tibet Wallet were successively changed from Zhao Guodong to Bailian Youli and Zhang Jianbin, but in fact, a june 2020 court judgment pointed out that Tibet Wallet was an enterprise actually controlled by Zhao Guodong.
Zhao Guodong's strategy of secretly crossing Chen Cang was not clever. With TCL becoming the largest shareholder, the possibility of Zhao Guodong's success is almost non-existent.
Lee Dong-sang's ambitions
Li Dongsheng has attracted considerable attention from the capital market in recent years. The Guangdong entrepreneur, who has experienced high light and lows, completed several twists and turns in the asset and structure restructuring of TCL Group in April 2019. TCL is divided into two, the listed company TCL Technology (000100.SZ) retains the semiconductor display panel company Huaxing Optoelectronics as the core business, and the annual revenue of 70 billion to 80 billion yuan of TCL intelligent terminal (traditional home appliances) business was privatized for less than 5 billion yuan and transferred to TCL Industrial Holdings controlled by Li Dongsheng and other teams.
This restructuring is controversial. Before 2018, Li Dongsheng had twice planned to put the "Star of Hope" Huaxing Optoelectronics out of the listed company, leaving behind the TCL home appliance business, which was losing its leading position and the valuation was sluggish, but both failed. When the restructuring was completed in 2019 according to the new plan, Huaxing Optoelectronics, which remained in the listed company, coincided with the downward cycle of the panel industry, and the privatized TCL home appliance business quickly reversed the decline.
TCL Industrial Holdings is controlled by the core team headed by Li Dongsheng, and the team shareholding platform Ningbo Lida Zhihui holds 33.3333% of the equity of TCL Industry, and the second largest shareholder is Suning Tesco, which holds 23.2558% of the shares. In addition, Xiaomi also holds a 9.3% stake in TCL Industrial.
The main business of TCL Industrial Holdings is smart terminals, namely televisions, mobile phones, air conditioners, white electric appliances (refrigerators, washing machines), headphones, etc., in addition to some new businesses such as industrial parks.
According to the financial report, in 2019, driven by the dual drive of "intelligence + globalization", the revenue achieved 80.07 billion yuan in that year, an increase of 2.93% at the same time, of which overseas accounted for more than 50%. Net profit was 2.11 billion yuan, an increase of 313.1% year-on-year, and non-net profit was 1.223 billion yuan, an increase of 174.3% year-on-year. In the first half of 2020, TCL Industrial Holdings' revenue was 37.25 billion yuan, down 7.58% year-on-year; net profit after deducting non-profit was 434 million yuan, up 23.33% year-on-year.
TCL TV is still the most core asset of TCL Industrial Holdings. In 2019, TCL TV sold 32 million units, contributing more than half of the revenue and the vast majority of profits. This is followed by TCL's air conditioning and white-power business. There is speculation in the market that the reason why Li Dongsheng looks at Omar electrical appliances is to borrow Omar refrigerators to make up for TCL's white electric shortcomings.
It is worth mentioning that Omar Electric also said in the announcement that once the listed company changes owners, Omar Electric will no longer be able to merge the core assets of Omar Refrigerator, that is, the possibility of becoming a shell listed company. This is almost a naked threat.
Omar Refrigerator is the largest refrigerator ODM manufacturer in China, with an annual production capacity of 12 million units, ranking fourth in sales in the country, and the champion of refrigerator exports for many years. In the first half of 2020, Omar refrigerator sales of nearly 5 million units, revenue of 3.575 billion yuan, down 5.48% year-on-year, net profit of 365 million yuan, an increase of 16.58% year-on-year, is the full source of Omar electric performance, but the shareholding ratio of listed companies has dropped to 51%, resulting in a decline in consolidated profits.
At the beginning of last year, Omar Electric Appliances, which was in a liquidity crisis, sold 49% of the core asset Omar Refrigerator for 1.127 billion yuan, of which the core team led by Cai Shiyi's uncle and nephew held 39% of the shares, and the local state-owned background Zhongshan Jin'ao held 10% of the shares. This is also a project for local state-owned assets to bail out private enterprises, and according to the agreement, Omar Electric has the right to repurchase the 49% of the equity within three years.
However, Omar Electric Appliance announced that if the actual control of the listed company changes, according to the company's articles of association of Omar Refrigerator, the non-employee directors and supervisors of Omar Refrigerator will pass a special resolution, and the listed company will not be able to continue to merge the core subsidiaries.
The solution may still fall on the old owner of the Omar refrigerator, Cai Shiyi.