Author | Liu Pei Editor | Zhao Yan
stoolpigeon@service.netease.com
In April 2020, Li Xinzhong Chairman Wang Chaoyong (833858. OC), an established investment institution, is like a baked sesame seed cake in a hanging furnace-turning it back and forth and baking it on both sides.
Wang Chaoyong and his wife Li Yifei were once regarded as the "golden couple" in the investment field. Wang Chaoyong/Kloc-was admitted to Huazhong University of Science and Technology at the age of 0/5./Kloc-became a graduate student of Tsinghua University Institute of Economics and Management at the age of 0/9, went to study in the United States at the age of 20, and began to perform his duties on Wall Street at the age of 22. He was praised by the media as a "Wall Street prodigy". As far as the external scenery is concerned, the alumni circle of Huazhong University of Science and Technology is almost unparalleled. Wang Chaoyong also served as the founding chairman of the Returnee Venture Capital Alliance of the European and American Alumni Association, and actively promoted overseas talents to return to China to start businesses.
But at this time of Wang Chaoyong, only. It is urgent for small and medium shareholders to use tens of millions of funds from Li Xinzhong to invest in the fan network. He promised to buy back, but it was overdue 1 month; It is also necessary to repay tens of millions of loan funds from Kouhan, the founder of Chengdu Duokemeng, and its related parties.
He had to turn to his former partner for help. He thought of the old leaf of a group in Beijing. According to the letter, Zhongli participated in a subsidiary under Lao Ye's name on 20 15, and the two signed a repurchase agreement privately.
He begged Lao Ye, can you buy back some funds first?
Lao Ye himself is suffering, and the money is in a hurry, which can't help. Three months later, Wang Chaoyong sent information about the dispute between himself and the affiliated company of Zhongli as the defendant, and asked for help again. "Buy back 5 million first?" "3 million?"
He is waiting for the silence of Lao Ye.
At this time, Wang Chaoyong realized the anxiety after losing control as a creditor and borrower.
Under the aura of Wang Chaoyong, this is a "disgraceful" behavior that is completely different from his resume. Netease Liu Qing Studio learned exclusively that Li Xinzhong 20 16, after holding Huicheng Technology, tried to make a big asset valuation with the help of 600 million funds from an investment institution in Hebei-Zhongji Investment Co., Ltd. (hereinafter referred to as "Zhongji Investment"), and then sold it to listed companies to empty their assets. In 2020, the creditor's rights with principal of 600 million yuan are overdue, or affect the equity investment income of another Hebei real estate company, Rong Sheng Development (002 146). SZ) and Yangyuan drink (603 156. Shh).
Li Xinzhong is actually controlled by Wang Chaoyong and his wife, holding 63.59% of the shares. 20 15, 10, Li Xinzhong was listed on the New Third Board, and after half a year, it held a highly leveraged A-share listed company. This time, it was interpreted by the market as Li Xinzhong's listing following the curve of Jiuding Group.
20 16 In May, Mr. and Mrs. Wang Chaoyong spent16.5 billion yuan in cash to acquire Huicheng Technology, a shell company. Of the 65.438+0.65 billion acquisition funds, 65.438+0.20 billion was raised by Li Xinzhong through the asset management plan of China Merchants Wealth Asset Management Co., Ltd. (hereinafter referred to as "China Merchants Wealth"), and 36.5438+0.50 billion was borrowed by Li Xinzhong from Beijing Yuheng Tianze Investment Management Co., Ltd. at the interest rate of 65.438+0.2%.
This also means that in order to control the listed companies, Mr. and Mrs. Wang Chaoyong did not hesitate to raise funds at a higher capital cost, using about 654.38+600 million leverage of 654.38+600 million.
At that time, Jiuding's backdoor listing of Zhongjiang Real Estate was in a sensitive period, but it was inquired by the CSRC. In order to prevent equity investment institutions from realizing backdoor listing in disguise, from 2065438 to September 2006, the CSRC revised the detailed rules in the Administrative Measures for Major Asset Restructuring of Listed Companies (hereinafter referred to as the Administrative Measures), adding the trigger conditions for backdoor listing, in which the financial conditions supplemented the operating income and operating income on the basis of total assets.
This means that it is no longer feasible for Li Xinzhong to follow Jiuding's backdoor listing model.
The management measures not only strictly control the backdoor listing, but also clearly point to cracking down on fixed arbitrage, and the regulatory review of cross-border mergers and acquisitions of light assets such as games, VR, film and television, and internet finance has become stricter.
However, in the letter, Li insisted on "going against the wind". After Li Xinzhong held Huicheng Technology, he bought online game assets at a high premium. The biggest acquisition is the acquisition of/0/00% equity of Chengdu Duokemeng Network Technology Co., Ltd. (hereinafter referred to as "Duokemeng"), and the price of the latter is as high as17.8 billion yuan.
In order to avoid the risk of policy review, Li Xinzhong once again paid the purchase money in full by borrowing leveraged funds. Zhongxin Zhongli takes two steps. First, use its M&A fund with Huicheng Technology to acquire some equity; Then use listed companies to acquire the remaining shares.
20 17 12. Huicheng Technology acquired the remaining 77.57% equity of Duo Kormo with cash 138 billion yuan. Huicheng Technology raised no more than 830 million yuan with the help of the AVIC Trust Asset Management Plan, accounting for 60% of the acquisition funds.
With highly leveraged funds, Li Xinzhong not only controlled Huicheng Technology, but also acquired 0/00% equity of Duokemeng/KLOC. This is a great test for the cash flow of Li Xinzhong, the controlling shareholder.
However, in the tight regulatory environment, gamblers believe in Zhongli, and almost lose all the channels of financing in the secondary market after holding Huicheng Technology. Huicheng Technology has been holding shares for almost five years. Huicheng Technology did not raise cash through rights issue, additional issuance and convertible corporate bonds. And the continued downturn in Huicheng Technology's share price failed to help controlling shareholders obtain higher funds.
Huicheng Technology has great pressure on cash flow. Huicheng Technology announced that as of March 3, 2020, the balance of short-term loans and long-term loans due within one year was 407 million yuan and 654.38+68 million yuan, respectively, and the company was under great repayment pressure in the future.
The cash flow in the letter is even more tense. Li Xinzhong's semi-annual report in 2020 revealed that Li Xinzhong's liabilities due within one year, including short-term loans, notes payable and other payables, amounted to 654.38+64 million yuan. At the same time, the monetary cash and cash equivalents on the books of Sino-Singapore and Sino-Singapore are only 200 million yuan.
Caixin Com reported that Wang Chaoyong has considered selling Li Xinzhong, and the acquirer Sichuan Development (Holdings) Co., Ltd. completed the adjustment in September this year, and the specific acquisition plan has not yet been determined.
Wang Chaoyong, hovering between Li Xinzhong and Huicheng Technology, is a listed company in the New Third Board. With the help of Li Xinzhong and Huicheng Technology, it established M&A Fund, invested in several projects, and then reversed its left and right hands to maneuver the financial pressure.
Among them, the largest turnover is around the transaction between Li Xinzhong and Zhongji Investment with more than 22.43% equity in Kormo. With a 22.43% stake in Duo Kormo, the transaction valuation rose from 400 million to 600 million, and finally to 800 million in the process of the decline in the general revenue growth rate of the game industry.
Li Xinzhong intends to reload the above assets into Huicheng Technology through the form of "clear shares and real debts", and finally transfer the asset bubble to ordinary investors in the secondary market.
The 22.43% equity of Duokemeng was originally acquired by Zanxin M&A Fund in February 2065438+2006 for 400 million yuan in cash, and the valuation of Duokemeng at that time was 178 billion yuan.
Because Zanxin Fund is a related party of Huicheng Technology, due to the principle of prudence. 20 17, 12. Before Huicheng Technology acquired the remaining 77.57% equity of Duokemeng with 138 billion yuan in cash, M&A Fund transferred its 22.43% equity of Duokemeng to Zhongji Investment.
Zhongji Investment was established in August, 2065438+2006. It is a joint stock limited company led by Hebei Federation of Industry and Commerce and co-sponsored by nine private enterprises in Hebei Province.
Netease Liu Qing Studio learned from people close to the transaction that Zhongji Investment has acquired the equity. In fact, Zhongji Investment has provided about 600 million loan funds to Li Xinzhong and Wang Chaoyong, with annualized interest of 17%- 18% and a term of two years. In the letter, Zhongli and Wang Chaoyong signed a repurchase agreement.
Two years later, the above statement was also proved. In March 2020, Zhongji Investment transferred its 5% stake in Duo Kormo to AVIC Trust at a price of 65.438+94 billion yuan. In April, Huicheng Technology said that it planned to acquire the 0/2% equity of Dream/KLOC-held by Zhongji Investment with its own funds (including self-raised funds) not exceeding 432 million yuan.
Based on this, it is inferred that the 22.43% equity of Duokemeng held by China-Hebei Investment is valued at 800 million. This valuation is exactly equivalent to the principal of 600 million yuan and two years' interest on the 22.43% equity of Duo Kormo transferred by Zhongji Investment two years ago.
According to this source, this is equivalent to Li Xinzhong expanding its asset valuation with the help of funds invested by Zhongji in real stocks and bonds, and Huicheng Technology has become the ultimate buyer of high valuation in Li Xinzhong.
Although Zhongji Investment was able to cash out some shares with the help of AVIC Trust, the 12% shares to be transferred to Huicheng Technology have not yet reached a substantive agreement after the half-year validity period. In June, 5438 +2020 10, Huicheng Technology indicated that it would extend the validity of this equity acquisition by six months.
The final acquisition of the above agreement needs to be reviewed and approved by Huicheng Technology's board of directors and shareholders' meeting, and may also face the audit of regulatory agencies.
Huicheng Technology announced that if the two parties fail to reach a substantive agreement on the acquisition listed in this letter of intent within 6 months after the signing of this letter of intent, or fail to be reviewed and approved by the transferee's board of directors and shareholders' meeting, or fail to be reviewed and approved by the regulatory authorities (if necessary), this letter of intent will be automatically terminated.
Zhongji Investment still holds 0/7.18% equity of Duokemeng. This means that the original loan funds have been overdue 1 year, and the recovery period is undetermined.
The creditor's rights investment of this investment in Hebei indirectly affected the long-term equity investment return rate of Rong Sheng Development and Yangyuan Beverage (603 156). SH), its top two shareholders.
Sino-Hebei investment was initiated by Rong Sheng Development, a listed real estate company in Hebei, and 8 private enterprises in Hebei. The largest shareholder, Rong Sheng Development, holds 46% of the shares; The second largest shareholder is Yangyuan Beverage, holding 20% of the shares; Hebei Donghua Holding Group Co., Ltd. holds 6%; Lanchi Group Co., Ltd. holds 4%.
In the board of directors of Sino-investment, there are seven directors, two of whom are Rong Sheng Development, and the chairman Geng Jianming is also the chairman of Rong Sheng Development.
In fact, the investment in China and Hebei mainly comes from the development of Rong Sheng. Rong Sheng Development replied to investors on the investor relations platform in March 2020, saying that on the investor relations platform, as of June 30, 20 19, the company had subscribed registered capital of 4.6 billion yuan to China-Hebei Investment Company, and paid in registered capital of 165 billion yuan.
Netease Studio learned that 20 17 1 1 Zhongji Investment acquired Duokemeng's equity, which was completed under the leadership of the new chairman Wen of Zhongji Investment. The details of the deal are quite mysterious inside. The transaction was opposed by other executives at that time, but it was finally passed by a shareholder representative without knowing the details.
According to public information, Wen stepped down as President of bank of tianjin in August 20 16, and came to Zhongji Investment as General Manager in October 2017 10. This means that Wen contributed to the above transaction shortly after he came to invest in Hebei.
Over the past five years, Wang Chaoyong has created an asset puzzle for China, Singapore and China through dazzling capital operation.
A number of investment bankers told Netease Liu Qing Studio that in recent years, the investment circle rarely heard Wang Chaoyong's excellent case in the capital circle. Regarding Wang Chaoyong's reputation in forums and public opinion, an alumnus who graduated from Huazhong University of Science and Technology with Wang Chaoyong commented that "the waves have gained a hollow reputation".
For equity investment institutions, the successful IPO of invested projects is the top form of wealth feast, which often means dozens or even hundreds of times of returns. As an established equity investment institution, Li Xinzhong's investment projects in recent years are regarded as "nothing resounding" by many people in the industry.
Li Xinzhong announcement, 20 19, the fund project invested by it, Jin Lang science and technology (300594. SZ) successfully went public, and the home retail company actually went public (000785. SZ)； In March 2020, the car company "Alte" (300825. SZ) Li Xinzhong invested in GEM, and three other companies attended the meeting.
Except for Jin Lang Science and Technology, Li Xinzhong was the top ten shareholder before listing, and all the other projects have investments, with the investment ratio even less than 0. 1%. Before the backdoor listing of Easyhome, almost all the rain and dew were stained with the light of domestic first-and second-tier investment institutions.
Even so, compared with the established investment institutions established almost at the same time, the proportion of Li Xinzhong's listed exit projects is still extremely low. One year after its establishment, Chen Da Venture Capital managed a total of 30 billion yuan in 20 19 years, with 3 enterprises 13.
Fund performance can be directly reflected by public data. The profit in the letter is divided into self-owned capital investment and raised capital investment. Whether it is self-owned funds or raised funds, the income is investment income, while the income of private equity investment fund management business mainly comes from fund management fees and excess performance rewards.
In 20 19, the income from fund management business, investment income and fair value change announced by Li Xinzhong declined. Among them, management fee income decreased by 4%; Investment income and fair value change income items decreased by 73%. In the first half of 2020, Li Xinzhong's investment income continued to decline, only119000 yuan, down by one third year-on-year, and the fair value change income was 1 1000 yuan, down by 58%.
Take Li Xinzhong's Qingcheng Xinzhong Libaoxin Investment Partnership (Limited Partnership) as an example. During May 20 18 to March 20 19, it increased its holdings of Huicheng Technology 10959 million shares held by Li Xinzhong through the secondary market, accounting for 65,449.
When Libaoxin increased its holdings, Huicheng Technology's share price was around 1 1 yuan/share, and fell sharply after 1 year. Since the second quarter of 2020, CITIC Libaoxin has been transferred to related parties at the price of 7-8 yuan per share, mainly through block transactions.
Based on this calculation, the loss of this single investment income can be as high as 26-36%.
Liu Pei is a senior writer in Beijing Liu Qing Studio.