Yin Hongwei was unable to receive the dish, and the transplant Department went to the front desk again.
On the evening of February 12th, the announcement of 002622.SZ announced that the head of the planting department will become the actual controller of the listed company.
Through the signing of a cooperation agreement, Beijing's first expansion company indirectly controlled the voting rights of 23.81% of the group's shares. Hui Yin Feng is still the largest shareholder of listed companies. The first extension of the penetration of equity shares is a subsidiary of Zhongzhi company.
"Debt to equity swap". A senior M & amp; a person confessed to the twenty-first Century business reporter.
This capital story began in 2015. By the end of 2015, Lv Yongxiang, the former controlling shareholder and actual controller of Yongda group, announced that it would transfer 200 million shares (23.81% shares) to Hui Yin Feng by 2 billion 150 million yuan. In July 2016, Hui Yin Feng completed its stake and became the largest shareholder of Yongda group (immediately renamed the Rong Yu Group). Yin Hongwei, 32 years old, became chairman of the group.
More than 3 years ago, as of February 13th closing, Rong Yu group reported 3.43 yuan / share, Hui Yin Feng holds 200 million yuan (23.81% shares) of Rong Yu Group's unlimited sale of tradable shares, equivalent to 686 million yuan of market value, which has shrunk 1 billion 464 million yuan compared with the previous transfer.
And Hui Yin Feng is closely related to the Zhongshu system.
The middle plant is heading for Taiwan.
On the evening of February 12th, with the slow progress of the equity transfer cooperation between Shanghai Chengyi and Anji Xingfeng, the first largest shareholder, Hui Yin Feng, decided to terminate its cooperation and transfer the control right to the Zhongzhi system.
This has also been interpreted by some market players. Yin Hongwei, a former capital player, was unable to pick up the plate.
The first extension of Beijing is wholly owned by Tianjin Shen Wei Business Management Center (limited company) under the Zhongzhi department.
According to the announcement, before the change of rights and interests, Beijing's first extension did not own the shares of Rong Yu group. The largest shareholder of Rong Yu group is Hui Yin Feng, the general partner and executive partner of Huiyin Richeng. It is Huiyin Feng, a partner of Ping Hui Tong, a partner of Ping Hui Tong, a special asset management plan of Guangzhou Huiyin Afeng 7 (funds from Guangdong financial trust and Yongda investment 1 trust fund plan). According to Hui Yin Feng partnership agreement and related information management plan contract and trust plan contract, Hui Yin Feng enjoys the control power of Hui Yin Feng; because there is no actual controller in Huiyin and Macao, there is no actual controller in the group.
In February 10th, Hui Yin Feng and Beijing first cooperation signed a cooperation agreement. Hui Yin Feng will exercise the shareholder's rights of listed companies (including but not limited to voting rights, nominations, convening power and proposal rights), but not including the right of income, according to the advice and investment advice of Beijing's first joint venture. Beijing's first extension is the exclusive and exclusive partner of Huyin Yin Feng.
According to the letter of commitment issued by Hui Yin Hong Feng, Hui Yin Hong Feng has promised to ensure that any investment instructions, investment proposals, decisions or motions issued by any legal entity are consistent in the period of validity of the cooperation agreement and without violating the sinyuk hirong partnership agreement, the information management plan, the agreement and the cooperation agreement.
After the change of rights and interests is completed, the convergence of Beijing's first expansion will indirectly control the voting rights of 23.81% of the group's shares through Hui Yin Feng. Hui Yin Feng is still the largest shareholder of Rong Yu group. The real controller of Beijing's first merger will become the actual controller of Rong Yu group.
In addition, the beneficiary of the trust scheme, the Guangzhou branch of the Shanghai Pudong Development Bank, transfers the general trust benefit rights and the priority trust benefits enjoyed by the foregoing trust schemes to the first extension of Beijing, and the transfer time of the general trust interest right is January 6, 2020. The time for the transfer of priority trust benefits is the expiration date of the trust plan in June 30, 2023 (including the due date in advance). The first extension of Beijing's foreign exchange will obtain the corresponding general trust benefit right and priority trust benefit right after fulfilling the obligation of paying the transfer price.
"A typical case of capital failure, or failure of market value management." Many market participants told reporters that this may be another case of capital failure, which had to "debt into equity" case.
The story begins in 2015.
Rong Yu's past
Rong Yu group, also known as Yongda group in 2016, is the former controlling shareholder and the actual controller Lv Yongxiang.
Yongda group mainly produces permanent magnet electrical switch products, which was launched in 2011. After the lifting of the major shareholder's shares in 2014, Lv Yongxiang continued to reduce cash holdings by borrowing the stock price and sold the shell at the end of 2015, and transferred all the shares to Hui Yin Feng.
Hui Yin Fung was founded in July 2015. At the end of 2015, Lv Yongxiang announced that it would transfer the 200 million shares of the Yongda group (corresponding to 23.81% shares) to Yuan Yin Feng at a price of 10.75 yuan per share and 2 billion 150 million yuan. In July 2016, Hui Yin Feng completed its stake and became the largest shareholder of Yongda group (immediately renamed it as Rong Yu Group). Yin Hongwei, 32 years old, became the chairman of Rong Yu group.
Since then, Rong Yu Group has tried to transform Internet finance, and has repeatedly thrown out plans to acquire financial assets such as third party payment, but it has not been successful. In July 2018, Rong Yu Group launched a ten billion acquisition plan for the fake central enterprises "nuclear wealth", which was investigated by the SFC.
In the meantime, Hui Yin Feng or intends to withdraw leveraged funds from Yin Hongwei. At the end of December 2017, Hui Yin Feng and Yin Hongwei, a Shanghai controlled company, signed a share transfer agreement. The plan was to transfer the 15% stake of Rong Yu group to 2 billion 16 million yuan to Shanghai Chengyi, and the other 5.81% to Anji Xingfeng, behind Changxin's gold control. If the transfer is completed, Shanghai Chengyi will become the largest shareholder of Rong Yu group, and Yin Hongwei will also control the listed companies from the bright side.
However, the progress of the transaction, Yin Hongwei may be unable to take over. In August 2018, the transfer price of the 15% shares was reduced from 2 billion 16 million to 1 billion 360 million yuan. Yin Hongwei still did not pay the transfer payment, which led to the transaction being never completed until the transaction was terminated.
"I reckon it may be a priority fund, and then the player fails in capital operation. He was forced to jump to the front desk when he was originally a capital dismantling borrower." A senior M & amp; a personage told the twenty-first Century business reporter.
As of February 13th closing, Rong Yu group reported 3.43 yuan / share, Huineng group held 200 million yuan (23.81% shares) of the unlimited sale of tradable shares, the market value was only 686 million yuan, three years more than the market value of 1 billion 464 million yuan.
According to the contract for the transfer of trust beneficial rights, the Guangzhou branch of Pudong Development Bank is the principal and beneficiary under the contract of trust fund of Guangdong financial trust and Yongda investment No. 1, the initial trust fund corresponding to the general trust benefit right is 717 million yuan, and the initial trust fund corresponding to the priority right of trust is 1 billion 433 million yuan.
According to the closing price in February 13th, the market value of the priority right of beneficial trust is only 457 million yuan, which is 976 million yuan higher than the previous 1 billion 433 million yuan loss.
In addition, this control transfer program also means that there is no need to pay too much cash at present. "At present, less than 200 million of the actual contribution of the planting system has taken control of listed companies. The reason for the subsequent need for more investment is the balance of the principal funds and the expected revenue from the trust funds acquired by the acquirers, and the corresponding target is not entirely the listed company. An investment bank in Southern China said.
Shell story change
In 2014, about more than 30 years ago, Zhonghua department was highly concerned about capital market in the mode of "PE+ listed company". In these capital stories, the planting system appears mostly in the presence of two shareholders, making capital move.
However, in recent years, the planting system has frequently come to the stage.
In January 2019, he was elected chairman of the board of directors of the enterprise group.
From November 20, 2019 to December 13th, only 23 days later, Zhongji was reaping the control rights of two companies, namely, Kang Sheng shares and Kaine shares.
The change of control rights of these two listed companies is inseparable from the liquidation of debt and debt relations.
Kaine shares announced that there was a debt and debt relationship between the controlling shareholder Kaine group and the Sino Thai exhibition, while the Kaine group had not yet fully fulfilled its obligations. Kaine shares have disclosed in the semi annual report that the Kaine group reached a conciliation agreement with China and Thailand. If the Kaine group did not pay the sum to China and Thailand in full, it would be necessary to transfer the shares held by Kaine to China and Thailand for debt relief. Zhongtai Chong exhibition is an important capital operation platform of Zhongzhi department.
Kang Sheng shares, the middle planting department is also because of debt disputes, and finally in the way of debt discount to participate in the court network judicial auction, get Zhejiang run Cheng holding 44 million shares of Kang Sheng shares. Kang Sheng shares lost 1 billion 227 million yuan in 2018, with a net loss of 350 million yuan -4.5 billion in 2019.
Behind the planting system is the failure of a series of shell playing methods after market value management.
A number of senior investment bankers pointed out that in the past few years, the market had raised the so-called "market value management" and so on. The actual trader is nested in the way of borrowing money. Under the complicated shareholding structure, a listed company is leveraged to control a listed company. After that, mergers and acquisitions are combined with hot spots, making market value management, and then making profits by reducing and withdrawing.
"Similar models reached a peak in 2014 and 2015, and began tightening in 2016, coupled with changes in the market environment. There have been many cases of burglary in the past two years." Yin Zhongyu, the head of the securities investment bank of the Federal Reserve, told reporters.
With the change of market environment, the stalking plant is gradually moving from two shareholders to the stage.
According to the announcement made by Rong Yu Group in February 12th, there are as many as 26 domestic and foreign listed companies with a shareholding ratio of more than 5%, of which 9 are actually controlled, including Rong Yu group, Jim, *ST Yu Shun, ST quasi oil, Meyer, Zhongzhi Capital International, Kangsheng shares, ST Zhongnan and Kaine shares.
At the same time, there are 5 financial institutions that directly hold or control more than 5% of the financial institutions, namely, the fusion trust, the fusion fund, the Sino fusion futures company, Hengqin life insurance company and hang Bang insurance company. Among them, the Sino trust trust is 32.99%.