New Founder Group completes the establishment of the controlling interest in Founder Securities is about to be transferred

Reporter Luo Ji reported from Beijing

On the evening of October 21, 2021, Founder Securities (601901. SH) announced that it received a notification letter from Peking University Founder Group Co., Ltd. (hereinafter referred to as "Founder Group") that five companies, including Founder Group, had completed the establishment of the new Founder Group according to the reorganization plan and had obtained the "Business License". This means that the restructuring plan of Founder Group is further advanced, and at the same time, the controlling interest of Founder Securities will soon be transferred to New Founder Group, and according to the shareholding structure of New Founder Group, Ping An Insurance (Group) Co., Ltd. of China (hereinafter referred to as "Ping An of China", 601318.SH) may indirectly control Founder Securities.

At the opening of the market on October 22, Founder Securities jumped high, and as of the morning close, the stock price was 8.44 yuan / share, up 3.30%. Ping An of China has not yet announced this, and the stock price performance is relatively flat. In this regard, a person from Ping An of China mentioned: "According to the previous announcement, the company will indeed indirectly hold the relevant assets of the new Founder Group. However, due to the fact that the restructuring of New Founder Group is still in progress, the specific progress information (referring to: equity transfer of related assets, etc.) is not yet under control, and it is recommended to pay close attention to the announcement on how to plan related assets in the future. ”

The shareholding structure of New Founder Group landed

In February 2020, Founder Group was restructured by the Beijing No. 1 Intermediate People's Court. At the end of April this year, the reorganization plan was disclosed. That is, a consortium composed of Zhuhai Huafa Group Co., Ltd. (on behalf of Zhuhai State-owned Assets, hereinafter referred to as "Huafa Group" (on behalf of Zhuhai State-owned Assets)), Ping An of China, and Shenzhen Tefa Group Co., Ltd. (hereinafter referred to as "Tefa Group") is the reorganization investor of Founder Group. Within the scope of authorization, Ping An of China will participate in the substantive merger and reorganization of Founder Group, Peking University Founder Information Industry Group Co., Ltd., Peking University Medical Industry Group Co., Ltd., Peking University Resources Group Co., Ltd., and Founder Industry Holdings Co., Ltd. (hereinafter collectively referred to as the "Reorganization Entity").

According to the then "Reorganization Investment Agreement", Ping An Life and Huafa Group will transfer not less than 73% of the equity of New Founder Group in a 7:3 ratio, no more than 27% of the equity of New Founder Group will be paid to creditors who choose to pay debts with shares, and all the rights and interests of Founder Microelectronics held by the reorganization entity will be undertaken by Shenzhen Chao Technology or its designated entity separately.

At present, with the landing of the new Founder Group, the above-mentioned shareholding structure is also clear. According to the announcement of Founder Securities, the information contained in the Business License obtained by New Founder Group shows that its name is New Founder Holdings Development Co., Ltd. After the completion of the reorganization plan, the shareholding structure of New Founder Group is: the SPV set up by Ping An Life holds about 66.5%, the SPV set up by Huafa Group (on behalf of Zhuhai State-owned Assets) holds about 28.5%, and the shareholding platform (partnership) composed of creditors holds about 5%.

At the same time, Founder Group and its co-actors hold a total of 2.363 billion shares of the company, accounting for 28.71% of the company's total share capital, and according to the reorganization plan, all of these shares will be held by New Founder Group, and the controlling shareholder of Founder Securities is proposed to be changed to New Founder Group. In other words, if the reorganization is completed and the SPV set up by Ping An Life holds about 66.5% of the shares of New Founder Group, then Ping An Life or its wholly-owned entities will become the controlling shareholders of New Founder Group, and Ping An of China, as the controlling shareholder of Ping An Life, intends to indirectly control Founder Securities.

The change is undecided

Since Ping An of China already actually controls Ping An Securities, since the disclosure of the above-mentioned restructuring plan, investors in the market have continuously asked whether it violates the "one participation and one control" provision if Ping An of China indirectly controls Founder Group after indirectly controlling New Founder Group. If this provision is violated, how will Ping An of China deal with the relevant assets? In this regard, Ping An of China has not given an official exact plan, only saying that "the company will communicate with the market in a timely manner on the follow-up progress, please pay attention to the relevant announcements on the exchange or the company's official website".

In the past wave of restructuring of securities companies' assets, there are not a few cases in which the problem of "one participation and one control" has been unresolved, resulting in the development of securities companies being affected. Where does founder's controlling interest go? Even if the new Founder Group is established, it will not be able to answer this question for the time being, and the changes will still exist.

On October 20, Founder Securities disclosed the main financial data and indicators (performance express) for the first three quarters of 2021, of which the company achieved operating income of 6.459 billion yuan from January to September this year, and achieved a net profit attributable to shareholders of listed companies of 1.928 billion yuan, an increase of 12.82% and 30.08% respectively over the same period last year, while the company's total assets as of the end of the third quarter of this year were 148.507 billion yuan.

On the other hand, the current leadership team of Founder Securities is relatively stable, and WIND data statistics show that only one independent director will leave office in 2021. However, with the transfer of controlling interest in the future, it is not known whether there will be new personnel changes. Journalists will continue to pay attention.

(Editor: Xia Xin Proofreader: Yan Jingning)