On October 25, Suzhou Jinhongshun Auto Parts Co., Ltd. (603922.SH, hereinafter referred to as Jinhongshun) replied to the inquiry letter of the Shanghai Stock Exchange on the transfer of equity and the change of control.
Jin Hongshun was listed for only 4 years before handing over control, and the two companies that took over the company, Zhongde Technology and Li Jiong Enterprise Management, were established in less than two months, and the main business of the two companies was far from That of Jin Hongshun. It is understood that the actual controller of Li Jiong's enterprise management equity penetration is Warburg Pincus Investment, which is a well-known private equity investment institution; the actual controller of the other acquirer, Zhongde Technology, is Liu Xu, and the core enterprises under its control are P&D Investment Holding Limited (hereinafter referred to as P&D) and Hudson Group, most of which are mainly investments.
Although Jin Hongshun denied in his reply letter that the two companies did not have a consistent action relationship, the reporter found that the relationship between Hudson Group and Warburg Pincus Investment was very close. At the same time, The Hudson Group controlled by Liu Xu began to enter the field of disposal of non-performing assets in the past few years, but the equity of some of its companies is in a state of pledge, and the litigation is entangled, and the capital chain may be in a relatively tense state, with the holding right of Zhongde Technology, a company that is not related to Jin Hongshun's existing main business, it is debatable whether it can do a good job in the business of listed companies in the future than Hong's uncle and nephew.
Transfer of control The takeover is a new company that has just been established
On September 27, Jin Hongshun disclosed the news of equity transfer, the controlling shareholder Jinhe Group intends to transfer 29.99% of the shares to Zhongde Technology for 750 million yuan, and the related party Gaode Investment transferred 19.99% of the shares to Lijiong Enterprise Management for 500 million yuan, the transfer price is 19.54 yuan / share, and the total transaction amount is 1.25 billion yuan.
Before the share transfer, the actual controllers Hong Jiancang and Hong Weihan's uncle and nephew held a total of 72.24% of the company's shares, and after the equity transfer, the total shareholding ratio of Hong Weihan and Hong Jiancang dropped to 22.26%, the shareholding ratio of Li Jiong Enterprise Management was 19.99%, and the shareholding ratio of Zhongde Technology was 29.99%. As a result, Zhongde Technology has become the controlling shareholder of Jin Hongshun, and the actual controller of the company will also be changed from Hong Weihan and Hong Jiancang to Liu Xu.
Jin Hongshun is mainly engaged in the development, production and sales of auto body and chassis stamping parts and related molds, listed in October 2017, just four years ago, in these four years, the company's profit and loss after offsetting the cumulative profit of 65.25 million yuan, a total dividend of 51.84 million, according to Hong Jiancang, Hong Weihan 72.24% of the shareholding ratio, the listed company in 4 years to create nearly 70% of the profits through the way of dividends into the pocket of the original actual controller
According to the closing price of the day of the disclosure of the equity transfer announcement on September 27, the total market value of the company is 2.4 billion, and the market value of the company's actual controllers, Hong Jiancang and Hong Weihan's uncles and nephews, reached 1.734 billion.
From an operational point of view, after Jin Hongshun was listed on the main board of the Shanghai Stock Exchange in October 2017, there was no increase in revenue and no increase in profit in the first year of listing, and in 2019 it fell into a loss, and its net profit after deducting non-recurring gains and losses has been a loss for two consecutive years, -94.2326 million and -28.8007 million in 2019 and 2020, respectively. In the first half of this year, Jin Hongshun achieved operating income of 242 million yuan, an increase of 30.71% year-on-year, net profit and net profit after deduction of non-profit - 6.4032 million yuan, -10.2615 million yuan, a significant reduction in losses year-on-year, but still in a state of loss.
One of the receivers, Zhongde Technology, was established on August 17, and the other transferee, Li Jiong, was established in a shorter time, which was just established on September 9, and has only been in January, and the registered capital of the two companies is 500 million yuan and 700 million yuan respectively.
According to the disclosed information, the main business of Zhongde Technology is Internet information services, advertising, enterprise management consulting, information technology consulting services, etc.; the main business of Li Jiong Enterprise Management is enterprise management consulting, and the main business of the two enterprises has nothing to do with the business scope of the listed company.
The transferee is closely related The investment attribute is obvious
Zhongde Technology and Li Jiong Enterprise Management have both been established for a short time, or they are set up for acquisitions.
The actual controller of Zhongde Technology is Liu Xu, and it is worth noting that Liu Xu has a number of companies, of which Hudson Group and P&D are its important assets. According to the information of Tianyancha, Hudson Group is a large-scale comprehensive enterprise group company headquartered in Beijing, and its business includes three major sectors: real estate investment, industrial investment, and AMC asset investment and operation.
Most of Liu's sun companies are controlled by Hudson Group. Tianyan's investigation shows that Liu Xu has served as a legal representative or executive of a number of companies whose equity is in a state of pledge, and faces a large number of contract disputes, these companies are mostly real estate companies, taking Beijing Chaoyun Real Estate Development Co., Ltd. (hereinafter referred to as Chaoyun Real Estate) as an example, the company has 50 million yuan of equity amount in the pledge state, involving nearly 100 litigation disputes, only in 2021 there are 21, the cause of the case is mostly housing sales contract disputes and commercial housing sales contract disputes, He was enforced by the court 33 times for failure to comply with his legal obligations. At the same time, Chaoyun Real Estate was punished at the beginning of this year for the illegal facts of using false certification documents to handle the completion acceptance and filing.
Liu Xu also publicly stated that "since the strategic transformation of Hudson Group in 2017 into the field of non-performing debt investment and urban renewal operation, the internal business synergy portfolio of 'Hudd donghui + Tiantong Acer + Zhuoyue Huacheng' within the group system will form an industrial closed loop integrating 'non-performing asset investment + disposal + development + operation'." ”
On the other hand, Blooming Enterprise Management is a domestic shareholding platform specially established by WAR PINCUS Investment for this transaction through its management investment funds, which is used to hold the shares of listed companies and has no other business operations, and WAR PINCUS Investment is a world-renowned private equity investment institution. Jin Hongshun clearly stated in the reply letter that as a financial investor, the ultimate purpose of the share transfer is to obtain equity appreciation income, so after the completion of the equity change, it will choose the opportunity to exit according to its own investment plan.
The relationship between the two takeover companies has also attracted much attention from investors, although Jin Hongshun denied in his reply letter that the two takeover companies did not have a consistent action relationship, but hudson Group and Warburg Pincus Investment's business relationship is very close.
According to the official website of Warburg Pincus Investment, Hudson Donghui Asset Management Co., Ltd. in the field of real estate and commercial services is one of the investment projects, and Beijing Hudson Donghui Asset Management Co., Ltd. is a real estate non-performing asset business company jointly established by Warburg Pincus Investment and Hudson Group in 2018. Another important asset controlled by Liu Xu, P&D Company, is jointly held by Liu Xu and Warburg Pincus Investment through the investment fund it manages, and not only that, Warburg Pincus Investment also invests in projects indirectly invested by P&D Company.
In addition, according to media reports, Zhang Qiqi, executive director of Li Jiong Enterprise Management, is mainly the managing director of The China team of Warburg Pincus Investment, mainly responsible for the real estate business, and is now also the director of Beijing Hudson Donghui Asset Management Co., Ltd., Hong Kong Weave Co-Living Company, Rubik's Cube Life Service Group, Shengxu Investment, Sunshine Haitian Parking Industry Group and Stop Simple. Among them, Rubik's Cube Life Service Group, the parent company of long-term rental apartment Cube Apartment, has received investment from Warburg Pincus China.
(Editor-in-charge: Zhao Rong)