Source of this article: Time Weekly Author: Huang Jiaxiang Zhong Meiqi
After years of losses, illegal guarantees by actual controllers, and criticism from the Shanghai Stock Exchange, ST Tonglu (600365.SH) is about to usher in a new actual controller.
On March 18, ST Tong portuguese issued an announcement that Yin Bing intended to transfer the control of the listed company due to the change in the direction of his personal career, and Wu Yuhua and Chen Xiaoqi intended to obtain control through equity transfer, voting rights entrustment, non-public share subscription, secondary market increase and other means. After the completion of the transaction, Wu Yuhua and Chen Xiaoqi will have a total of 147 million shares of voting rights in the company, accounting for 29.34% of the total share capital of the listed company after issuance, and will become the actual controllers of ST Tonglu.
It is worth noting that Wu Yuhua and Chen Xiaoqi have deep ties with ST Tonglu, both of whom are shareholders of Beijing Jiurunyuan E-commerce Co., Ltd. (hereinafter referred to as "Jiurunyuan"), a holding subsidiary of ST Tongguo, and the current income of ST Tonglu is mainly from Jiurunyuan.
At this time, the new actual controller is also facing many tests. The balance of the listed company's illegal guarantee for Yin Bing has not been lifted by nearly 300 million yuan, and most of the shares held by Yin Bing are in the state of pledge, in addition to many lawsuits in the company. How to solve these historical problems, lead ST Tonglu out of the loss dilemma, and become an urgent problem for the new actual controller to solve.
Regarding the proposed change of the actual controller and other related matters, the reporter of the Times Weekly newspaper has called the secretary office of the board of directors of ST Tong several times, but no one has answered.
"The most serious problem facing ST Tonglu now is the financial problem, and although changing the actual controller is good for the company, it is difficult to have a big improvement for ST Tonglu, which has been in ruins." Chinese food industry analyst Zhu Danpeng told the Times Weekly reporter.
Minority shareholders of the subsidiary take over
Founded in 1937, ST Tonglu is one of the earliest wine production enterprises in China, and was listed on the Shanghai Stock Exchange in 2001, becoming the second listed company of Chinese wine enterprises.
After the listing, ST Tonglu experienced three changes of ownership. The third change of ownership was in May 2015, when Yin Bing, then a director of ST Tong Portuguese, announced his resignation as a director of the company and a member of the strategy committee of the board of directors for personal reasons, followed by Yin Bing acquiring Jixiang Jiade, the major shareholder of ST Tong Portugal, through his wholly-owned holding company, Jixiang Grand Hotel, and became the actual controller of the listed company.
After Yin Bing took charge, ST Tonglu's business also underwent major changes. In January 2015, ST Tonglu acquired 51% of the equity of Jiurunyuan for 66.69 million yuan, trying to cut into the e-commerce channel and improve the industrial chain layout of ST Tongguo from production to sales.
However, Jiurunyuan failed to help ST Tong portuguese to open up wine sales channels, but became a professional Internet e-commerce company based on the sale of liquor, the main business is to sell alcohol to the Internet platform, has been licensed as an Internet distributor including Su liquor trading, Jinjiu, Gujing Tribute Wine and other distilleries authorized Internet distributor qualifications, its customers are mainly Jingdong, Tmall supermarket, Suning Tesco and other Internet e-commerce websites.
Since the acquisition of Jiurunyuan, the wine business performance of ST Tonglu has continued to be sluggish, and it has become more and more dependent on the wine e-commerce platform business, and from 2017 to 2019, the st Tong portuguese wine e-commerce platform business accounted for more than 90% of the company's revenue. In 2019, Jiurunyuan's revenue was 915 million yuan, accounting for 94% of the company's total revenue, and the net profit was 40.643 million yuan, ranking first among all subsidiaries, and other subsidiaries suffered losses to varying degrees.
In fact, in February 2018, ST Tonglu had planned to acquire 49% of the equity of Jiurunyuan Company held by Wu Yuhua and Chen Xiaoqi for 368 million yuan to further integrate the liquor sales resources, but finally terminated the acquisition due to "more obvious changes in the external environment, especially the capital market environment".
ST Tonglu began to lose money from 2019, with a loss of 31.32 million yuan in the year, and the loss in 2020 was further expanded, and it is expected to lose about 50 million to 70 million yuan.
After two consecutive years of losses, Yin Bing intends to transfer a controlling stake in ST Tonglu. The new takeover is Chen Xiaoqi and Wu Yuhua, the two minority shareholders of Jiurunyuan. According to Tianyan, Wu Yuhua and Chen Xiaoqi are both shareholders of Jiurunyuan, with a total shareholding ratio of 49%, and the two have served in Jiurunyuan since 2012, serving as directors and managers respectively.
According to the transaction plan, Wu Yuhua and Chen Xiaoqi intend to obtain control through various means such as equity transfer, voting rights entrustment, non-public share subscription, and secondary market increase. According to the Calculation of the Times Weekly reporter, the cost of Wu Yuhua and Chen Xiaoqi gaining control this time exceeded 200 million yuan.
"The acquisition of listed companies, on the one hand, is optimistic about the future development prospects of the listed company's industry, recognizing the value of the listed company, on the other hand, combining its own advantages in investment management, industrial planning, etc., to support the business development of listed companies, improve the asset quality of listed companies, increase the profitability of listed companies, and promote the long-term, healthy and sustainable development of listed companies." ST Tonglu said in the announcement that Wu Yuhua and Chen Xiaoqi have full interest in operating alcohol consumer goods and e-commerce sales channels, and continue to expand and strengthen the company's wine and consumer e-commerce business.
On March 18, ST Tonglu also disclosed the "Announcement on the Acquisition of Minority Shares in Beijing Jiurunyuan E-commerce Co., Ltd.", in which the company intends to acquire 49% of the equity of Jiurunyuan held by Wu Yuhua and Chen Xiaoqi, and the listed company pays with relevant debt and part of the cash, and the transaction price is determined by the appraisal value.
Several questions to be solved
At this time, st. Tong portuguese still has many historical problems to be solved.
In August 2020, DUE to the existence of illegal guarantees to the actual controller, ST Tonglu was subject to other risk warnings, and the stock abbreviation was changed to "ST Tonglu". As of February 25, 2021, the amount of the illegal guarantee was $365 million, and the amount that had not been released was $298 million. The relevant creditors have filed a lawsuit with the court.
In October 2020, due to the dispute over the recovery of creditor's rights, the shares of ST Tongguo held by the controlling shareholder Jixiang Jiade and the actual controller Yin Bing were frozen by the court. The frozen shares of Jixiang Jiade are 43093236 shares, accounting for 100% of the shares held by him and 10.77% of the total share capital of ST Tong portuguese; yin Bing's frozen shares are 22689972 shares, accounting for 100% of the shares held by him, accounting for 5.67% of the total share capital of ST Tong portuguese. The frozen shares of Jixiang Jiade and Yin Bing accounted for a total of 16.45% of the total share capital of ST Tong Portuguese, and the freezing start date was three years on October 12, 2020.
St. Tonglu issued an announcement on February 25 that in response to the above-mentioned illegal guarantees, the company has hired professional lawyers to actively respond to the above-mentioned illegal guarantee cases to safeguard the interests of the company and minority shareholders; at the same time, urge the actual controller to raise funds as soon as possible, repay debts, and solve the problem of illegal guarantees. The Company is temporarily unable to accurately determine the impact on the Company's post-period profits.
In addition to being deeply involved in debt disputes, on February 25, 2021, Jixiang Jiade was also criticized by the Shanghai Stock Exchange for not completing the plan to increase holdings, and recorded in the integrity file of the listed company.
At the time of the proposed replacement of the actual controller, the executives of ST Tonglu may also be adjusted.
According to the announcement, on March 19, the company disclosed the announcement of the resignation of relevant directors and senior management and the appointment and appointment of relevant directors and senior management. In addition to the changes in directors and senior management who have already disclosed information, the company will prudently determine the follow-up adjustment plan according to the needs of production and operation.