Perhaps cutting the mess with such a quick knife now is also a beneficial choice for many parties.
In March of this year, Longwen Education was sold by Qinshang Shares for 1 yuan. This education target, which once cost 2 billion yuan to merge, ended bleakly.
However, what the public did not expect was that the controlling shareholder of Qinshang Shares not only sold off the education business, but also did not even want the listed company.
On June 20, Qinshang shares announced that it planned to increase by 687 million yuan. After the fixed increase is completed, the actual controller of the company will be changed.
After years of chaos, is the controlling shareholder of Qinshang Shares going to "spread it out"?
Change of actual controller, capital cheers
Qinshang Shares may be one of the few companies whose actual controller has changed and is supported by capital.
According to the announcement, Qinshang's non-public offering of shares is planned to be priced at 1.52 yuan per share, the number of shares to be issued is 452 million, and the total amount of funds raised is 687 million yuan. The target of the issue is Jingtengda, which is directly controlled by Li Junfeng. As of the disclosure date of the announcement, the controlling shareholder of the listed company is Qinshang Group, and the actual controllers are Li Xuliang and Wen Qi. The two and Qinshang Group promised to irrevocably give up 160 million shares of the listed company held by Qinshang Group within 36 months from the date of completion of this non-public offering, accounting for 10.62% of the total shares of the listed company before the issuance.
The announcement pointed out that this non-public offering of shares will lead to changes in the company's control. After the issuance, Li Xuliang, Wen Qi and his wife and their concerted actors held a total of 272 million voting shares of the listed company, accounting for 15.11% of the total. Li Junfeng will hold 452 million voting shares of the listed company through Jing Tengda, accounting for 25.13% of the total. Jing Tengda will become the controlling shareholder of the listed company, and Li Junfeng will become the actual controller of the listed company.
There are several issues worthy of attention in this announcement. First of all, the price of the fixed increase stock is 1.52 yuan. Even if it is based on the closing price of 2.1 yuan on June 13 before the suspension, it is still discounted by nearly 28%, which is the lowest price this year.
Secondly, as a target company, Jingtengda is a very new company. Tianyancha shows that Dongguan Jingtengda Enterprise Management Partnership (Limited Partnership) was registered and established on August 26, 2021, with legal person Li Junfeng. Li Junfeng and Dongguan Xinda Zhihe Enterprise Management Co., Ltd., which is absolutely controlled by him, have subscribed for only 800,000 yuan in total. It has been established for less than one year and the subscribed capital contribution is less than one million, but it has to participate in the fixed increase of 687 million yuan. It is unclear whether Li Junfeng and his company have sufficient strength and whether there are other capital behind them.
But even with all kinds of uncertainties, the capital market seems to be looking forward to this fixed increase. After the resumption of trading, Qinshang shares rose by the limit for two consecutive trading days on June 21 and 22, which is enough to show the urgency of the market.
Why is the capital market looking forward to this fixed increase in Qinshang and the change of the actual controller?
Five years of chaos
In the "Announcement on the Regulatory Measures or Punishments Taken by Securities Regulatory Authorities and Exchanges and the Corresponding Rectification in the Last Five Years" published by Qinshang Co., Ltd., it listed 17 pages of records, including a number of Violation.
In 2016, in the acquisition of Chengdu No. 7 Experimental School, the CSRC issued a warning to Li Xuliang and imposed a fine of 600,000 yuan due to the violation of the letter disclosure, and imposed a lifetime ban on entering the securities market. Qinshang was issued a warning letter because the audited net profit in 2016 was quite different from the net profit disclosed in the performance forecast and the first performance bulletin. After the acquisition of Guangzhou Longwen Education in 2016, Qinshang has always used the original management management, and has not dispatched directors, financial officers and other management personnel to the company, and the relevant internal controls are defective.
In the 2017 annual report, there were many problems in Qinshang. Among them, the unexpired balance of wealth management products disclosed in "Section 5, Important Matters" is 46 million yuan, which should actually be 813.4 million yuan. In addition, Qinshang omitted to disclose two guarantees to Shenzhen Caiyida Optoelectronics Co., Ltd. with a total amount of 24.9 million yuan.
In 2020, Dongguan Qinshang Optoelectronics Co., Ltd., Liang Jincheng, Deng Junhong and other 13 people were issued warning letters for violations of letter disclosure in the 2019 financial report.
In 2021, Liang Jincheng and Deng Junhong will be issued warning letters due to the chaos of information disclosure, financial accounting, and insider information management. In the same year, due to a series of problems such as the disclosure of annual reports, the regulatory authorities took administrative supervision measures for Qinshang to make corrections.
From 2016 to 2021, Qinshang's share problems continued, which objectively exposed the serious problems of Qinshang.
It was from 2016 that Qinshang entered the education industry on a large scale. By issuing shares, paying cash, increasing capital, etc., it has successively acquired 100% equity of Longwen Education, 40% equity of British Education, 10% equity of Concave Education, 10% equity of Siqi Education, 30% equity of Yizhu Sports and Liuzhou Little Red Riding Hood. After spending a total of nearly 7 billion yuan, the educational assets of Qinshang Co., Ltd. cover many education industry tracks such as preschool education, K12, international education and vocational training.
However, under a series of mergers and acquisitions, Qinshang itself does not have an educational gene. Its predecessor is Dongguan Qinshang Hardware and Plastic Products Co., Ltd., which is mainly engaged in semiconductor lighting application business, and is "incompatible with education". And spending billions to swallow so many educational institutions is undoubtedly extremely risky. The above-mentioned regulatory measures also show that Qinshang cannot properly undertake such an aggressive expansion.
The past two years have become the time when the problems of Qinshang shares have been concentrated. The investment did not bear fruit, and a huge amount of goodwill impairment was continuously accrued; the acquisition of Longwen Education, the latter did not fulfill its performance commitment, the two parties went to court, and the lawsuit lasted for three years. Under the continuous chaos, Qin Shang was frequently punished, and he delayed replying to the inquiry letter 13 times, and was exhausted to deal with it.
In June last year, the "Double Reduction" policy was issued, and Longwen Education was facing a transformation, which made it worse. A clearance sale may be the last and most straightforward option.
1 yuan sale + give up control
Diligent action is quicker.
In March this year, Qinshang Co., Ltd. announced that it planned to transfer 100% equity of Guangzhou Longwen Education Technology Co., Ltd. and 99% equity of Beijing Longwen Cloud Education Technology Co., Ltd. Zhuhai Huizhuo Enterprise Management Partnership. It is worth noting that the six partners of Zhuhai Huizhuo, including Jia Qian, Jin Huifang and Mao Chunfeng, are the core management backbones of Guangzhou Longwen and Beijing Longwenyun.
With the 1 yuan sale of the education company, the litigation between the two sides has gradually progressed. In June, when answering investors’ questions about Longwen Education’s performance compensation, Qinshang Co., Ltd. said that at present, some performance promisers have reached a settlement agreement with the company and have completed the performance. Recover relevant compensation shares and compensation in various ways.
After the spin-off of Longwen Education, Qinshang shares further transferred control through fixed increase. Behind this approach, it may be mainly because Qinshang's semiconductor lighting application business still has a certain value.
According to the financial report, the current business can still bring about 500 million yuan in revenue every year. In 2021, the company's semiconductor lighting business segment revenue will achieve 499.8 million yuan, a year-on-year increase of 0.72%. But what needs to be seen is that the semiconductor lighting application business is in an obvious downturn. From 2018 to 2020, the revenue was 607 million yuan, 616 million yuan, and 496 million yuan respectively.
At this time, if you choose to increase or give up control, you may have to bear a certain discount, but the shareholders of Qinshang Shares finally reached an agreement and supported this choice.
The acquisition of Jingtengda has made investors seem to see the hope of getting out of the quagmire. The performance of the capital market also shows from the side that investors can't wait to get rid of the chaos of the past few years as soon as possible. But in fact, after changing the actual controller, there are still many uncertainties about where Qinshang shares will go.
Jingtengda itself is only a limited partnership, and its business scope mainly includes enterprise management; enterprise management consulting; investment activities with its own funds; office services; commercial complex management services; information consulting services, etc. Considering the late establishment and small scale of capital, it is likely that it is only holding shares on behalf of others.
Through Tianyan investigation, it was found that Li Junfeng, the legal person of Jingtengda, was inextricably linked with Jinghe Industrial Group Co., Ltd. (hereinafter referred to as "Jinghe Group"). Among the many companies invested by Jinghe Group, the names of Li Junfeng and Li Junda appear intensively, and these two are also the two shareholders of Jingtengda's controlling shareholder, Dongguan Xinda Zhihe Enterprise Management Co., Ltd.
Official information shows that Jinghe Group was established in October 2003. It is a comprehensive enterprise group involving four major business sectors: real estate, investment, medicine and industry. This also leads to two speculations about the future fate of Qinshang shares: whether Qinshang shares will become a section of Jinghe Group, or whether Jinghe Group will be listed on the curve of Qinshang shares.
No matter what kind of speculation, Qinshang shares may be about to enter a new stage. The bad results of the crazy mergers and acquisitions at the beginning can only be accepted helplessly now. In the face of a series of difficulties, after five years of struggle, perhaps it is a choice that is beneficial to many parties.
