Unisoc Group’s restructuring “storm” keeps coming one after another.
On the evening of December 16, Ziguang Group Co., Ltd. (hereinafter referred to as Ziguang Group) released the "Stern Statement of the Administrator of Ziguang Group Co., Ltd." on its official website, stating that it had noticed the spread of the minority shareholder Jiankun Group and the actual controlling individual Zhao Weiguo Untrue remarks about Ziguang Group’s debt risk management. "Under the management of Ziguang Group, Tsinghua Holdings and Jiankun Group's equity value in Ziguang Group has become negative, causing losses."
In the above statement, the manager of Ziguang Group said, "As for Jiankun Group and Zhao Weiguo personally Spreading false information in an attempt to interfere with and affect the judicial reorganization process of Ziguang Group, the administrator is firmly opposed and will take measures to hold relevant individuals and units legally responsible.”
As the other party to the incident, Zhao Weiguo accepted it on the night of the 16th. In an exclusive interview with China Business News reporter, Ziguang Group’s asset value is at least 210 billion, and said (the takeover) Zhilu Jianguang currently does not have the ability to fund 60 billion.
Regarding the manager of Ziguang Co., Ltd., Zhao Weiguo told China Business News, "I have approached Qian Kai (manager) many times to try to understand the situation, but he was very defensive of me and would not tell me anything."
Ziguang What happened to ?
Ziguang Group was once a star company in the semiconductor field, but it encountered liquidity problems in November 2020. That month, as the largest shareholder of Ziguang Group, Tsinghua Holdings introduced a specialized working team (later converted into a liquidation team) to carry out debt risk resolution work for Ziguang.
One year later, on December 13 this year, Ziguang Group announced its reorganization plan and determined that a consortium composed of Beijing Zhilu Asset Management Co., Ltd. and Beijing Jianguang Asset Management Co., Ltd. as the leading parties would become the reorganization strategy. Investors, however, were reported by Jiankun Group in real name on December 15, saying that the restructuring plan would cause the loss of state-owned assets.
From the perspective of ownership structure, Unisplendour Group is 51% owned by Tsinghua Holdings Co., Ltd. ( Tsinghua University school-enterprise platform), and Beijing Jiankun Investment Group Co., Ltd. (actually controlled by Zhao Weiguo) holds 49%. Previously, Zhao Weiguo served as the chairman of Ziguang Group as the actual controller of a minority shareholder and was responsible for business operations and management. However, the subsequent restructuring work was mainly carried out by the managers of Ziguang Group.
On the issue of Ziguang’s debt, Zhao Weiguo obviously had different views from Ziguang’s managers, and with the determination of the successor, the conflict was completely ignited.
Ziguang’s restructuring manager stated in the latest statement that after creditors, managers, regulatory agencies and other jointly selected third-party professional agency audits, as of June 30, 2021, the owner’s equity of Ziguang Group’s reorganization entity was -44.278 billion yuan; after evaluation by a third-party professional institution jointly selected by creditors, managers, regulatory agencies, etc., as of June 30, 2021, the objective and fair market value of the main assets reorganized by Ziguang Group was approximately 121.478 billion yuan, matching the planned debt settlement of approximately 137.609 yuan billion, confirming that Ziguang Group is insolvent. "The above shows that under the management of Zhao Weiguo, the equity value of Tsinghua Holdings and Jiankun Group in Ziguang Group has become negative, causing losses."
However, Zhao Weiguo believes that the asset value of Ziguang Group is at least 210 billion. On the evening of the 15th, Jiankun Group issued a statement titled "Whose Ziguang?" stating that Ziguang Group's reorganization plan will directly cause the loss of 73.419 billion yuan of state-owned assets in the current period. The Ministry’s Discipline Inspection Team and the Ministry of Education’s Discipline Inspection Team made real-name reports. The statement issued by
Jiankun mentioned that Ziguang Group has a liquidity problem, not insolvency. Among them, there are mainly three parts, namely the underestimation of the equity of Yangtze Storage held by Unisplendour Group, the value-added part of the shares held by listed companies, and the undervaluation of the remaining equity of unlisted companies.
“For example, during this restructuring, the on-site working group of Unisplendour Group undervalued Yangtze Storage’s 25.91% equity stake at only 12.4 billion yuan.Gaorong Capital, a well-known domestic private equity fund, issued a letter of intent for investment in Yangtze Storage on September 17, 2021. Gaorong Capital is willing to invest in Yangtze Storage based on a valuation of 160 billion, with an investment amount of no less than 1000000000. Based on the 25.91% shareholder equity held by Ziguang Group, the equity value of Yangtze River Memory held by Ziguang Group is also 41.456 billion. "Jiankun Group said.
According to the attached information exposed by Jiankun Group, the current book cash balance of Ziguang Group is still 10.3 billion yuan, the book value of its fund assets is 1.38 billion yuan, and the book value of other assets it holds About 5.771 billion yuan.
Ziguang’s reorganization brings out “new and old hatreds”
In addition to the managers, another target of Zhao Weiguo’s “dissatisfaction” is the takeover of Fangzhi Road Jianguang Consortium.
“From the industrial and commercial registration information, Zhilu and Construction. Guangguang's assets are very small. Friends in the financial and investment circles said that Zhilu and Jianguang's first deposit of 500 million was improvised, and the current deposit of 2 billion is also very difficult to raise. "Zhao Weiguo told China Business News that the model of Zhilu and Jianguang is to take projects and then look for money. He believes that Zhilu and Jianguang currently do not have the ability to fund 60 billion.
But in recent years, Zhilu and Jianguang consortium It seems that the investment projects are not "nobodies".
Industry insiders said that since 2015, there have been nearly 30 large-scale semiconductor M&A cooperation projects in China with more than 1 billion yuan, of which Jianguang Asset and Zhilu Capital have led more than half. Transactions. In past acquisitions, Zhilu Capital and Jianguang Assets mainly relied on the industrial strength of the members of the Zhongguancun Ronshine Financial Information Industry Alliance for collaborative integration, such as the acquisition and integration of Wingtech Nexperia , such as Weir Holdings Acquisition and integration of Sipico, Beijing Haowei, etc. Now, through investment and operation, Zhilu Capital and Jianguang Asset have formed the integrated circuit full industry chain resources with the core of Zhongguancun Ronxin Financial Information Industry Alliance, which can provide large-scale services. The reorganization of Ziguang Group provides room for industrial and efficiency gains.
But Zhao Weiguo does not think so. Jiankun’s reporting materials mentioned that all the shareholders of Zhilu are natural persons, and the natural person Li Bin belongs to Zhilu Company. The major shareholder, Li Bin and other natural persons, holds 49% of the equity of Jianguang Company, "that is, most of the 73.419 billion state-owned assets lost will fall into the private pockets of Li Bin and others. This is a typical embezzlement of state-owned assets." "
Public information shows that Li Bin was born in 1970 and graduated from Tsinghua University School of Economics and Management. . From 2011 to 2015, he served as Senior Vice President of SMIC. From 2015 to present, he serves as Chairman of Jianguang Asset Investment Review Committee . From penetrating the equity of Zhilu Capital and Jianguang Capital, Li Bin plays a key role, indirectly holding 57.53% of the equity of Zhilu Capital, and actually controlling Jianping Tianjin, the second largest shareholder of Jianguang Capital. More importantly, Li Bin plays a key role. , in the field of semiconductor , the "conflict" between Li Bin and Zhao Weiguo is almost an open secret
"The five-year feud between Jianguang and Ziguang tells us that the person who saves you is often the one you hate the most. people. "An investor in the chip industry sighed after learning that Zhilu Jianguang Consortium became the successor to Ziguang's bankruptcy and reorganization.
The time goes back to four years ago, on May 26, 2017, by Beijing Jianguang Assets , Datang Telecom, US Qualcomm , Lianxin Technology and Zhilu Capital jointly signed an agreement to establish a joint venture company, JLQ Technology (Guizhou) Co., Ltd., of which Beijing Jianguang invested 34.643% and Qualcomm invested. 24.133%, Zhilu Capital invested 17.091%, and Lianxin Technology invested 24.133% with Li Kexin’s equity.
From the perspective of business type, the business of Lingsheng Technology partially overlapped with Unisoc’s , which caused Zhao Weiguo’s concern at the time. "Strong dissatisfaction".
In 2013 and 2014, Unisplendour Group completed the acquisitions of Spreadtrum Communications and RDA for US$1.8 billion and US$900 million respectively, and the two companies subsequently acquired Nasdaq. Ke was delisted and subsequently integrated into Unisoc.As the most important part of Ziguang Group's chip design layout, Ziguang Zhanrui has high hopes. However, due to its late start, more of the market for Zhanrui is on low-end chips, and it is competing fiercely with and .
"Our chips are aimed at mobile phones priced from 50 to 100 US dollars, and Lingsheng specializes in mobile phones priced at 100 US dollars." Zhao Weiguo once publicly criticized Qualcomm for being more far-sighted and giving Chinese companies a bite to eat. As for Zhilu Jianguang, some industry insiders told reporters, "Li Bin's investment in Lingsheng made Zhao Weiguo very uncomfortable, thinking that this was one of his own people beating his own people."
"Where will the purple light giant go?"
The current situation of Ziguang This makes many semiconductor people feel sad.
In the semiconductor capital market, Ziguang Group was once one of the few "crazy" investors. The continuous transactions of Spreadtrum, RDA, H3C, and Silicon Products have attracted much attention in the industry.
Zhao Weiguo said in a media interview in 2015 that the company planned to invest 300 billion yuan in the next five years to build the world's third largest chip manufacturer. From the perspective of the industry, the ultimate goal behind Ziguang's "buy, buy, buy" is to have a complete semiconductor industry layout, integrate memory design and production technology, and become an internationally competitive company with products, factories and take root in China. .
According to incomplete statistics, in just 6 years from 2013 to 2019, Ziguang Group spent huge sums of money to acquire more than 20 companies, mostly different types of chip companies. Among them, including the privatization of two domestic chip manufacturers Spreadtrum and RDA from US stock in 2013, the acquisition of 251% equity of and H3C in 2015, and the acquisition in 2018 of more than 17 billion yuan. French chip connector manufacturer Lilianxin.
But looking back at Ziguang’s merger and acquisition, the industry is divided into two factions.
Some industry investors do not approve of Zhao Weiguo’s style of play, thinking that he does not understand semiconductors and industry rules. In the semiconductor industry, the ratio of investment and return is unstable, and what is even more unstable is time. In their view, Ziguang Group's long-term heavy investment, slow return of funds, and sluggish cash flow have led to the group's increasing debt and deficit, which eventually led to the outbreak of a full-scale debt crisis.
Some people also believe that part of Ziguang’s debt was formed by purchasing assets, but under the current situation, it is no longer possible to realize the overall transition of China’s semiconductor industry by purchasing overseas assets. In a specific historical period, during the trough of global semiconductor assets, Ziguang I did the necessary exploration and bought some important assets.
Xinmo Research Chief Analyst Gu Wenjun believes that Ziguang bought back RDA from the US market, bought the new H3C from HP , and bought Linxens from France. After international mergers and acquisitions channels are cut off, these assets are precious and even more scarce. These assets are also rare gains for Chinese capital abroad during the window period before the trade war. But now, it is no longer possible for Chinese capital to acquire such high-quality international assets.
"In the past acquisitions of Ziguang Group, I was mainly the proposer and executor. Decisions were made by the board of directors, shareholders' meeting and even Tsinghua University." Zhao Weiguo told reporters.
Faced with the problem of "triggers for Ziguang's debt", Zhao Weiguo told reporters that it was mainly the three major external factors: industrial reform of universities, Founder judicial restructuring, and the new crown epidemic, plus the internal factor of Ziguang Group's relatively high asset-liability ratio. .
Historically, Ziguang Group was formerly known as "Tsinghua University Science and Technology Development Corporation". In 2004, it underwent restructuring and reorganization, and Tsinghua Holdings became the controlling shareholder of Ziguang. However, since the launch of school-enterprise reform in the second half of 2018, Tsinghua Holdings has made a number of asset splits. According to recent announcements by some "Tsinghua-related" listed companies, as of the end of June this year, Tsinghua Holdings' assets totaled approximately 61.212 billion yuan. At the end of 2018, Tsinghua Holdings' total assets were as high as 517.388 billion yuan.
Affected by Jiankun’s reporting incident, Ziguang’s listed companies plummeted on December 16. Ziguang Co., Ltd. opened lower and fell by more than 9%, closing down 6.80%; Ziguang Guowei once fell by more than 7%, and closed down 3.42%.
"The difficulties that Ziguang is facing now include operating problems, but they are mainly industrial problems. Ziguang's bankruptcy and reorganization must be completed as soon as possible." Gu Wenjun said that due to the back-and-forth modifications to the bidding plan, the Ziguang reorganization case has taken a lot of time. This has delayed many key matters of Ziguang's enterprises, such as the listing of Zhanrui and the subsequent investment of Yangtze Memory. Due to the setback in the listing, the morale of Zhanrui's technical team has been unstable and personnel have been lost. The expansion of Yangtze Memory has also been seriously affected. Industrial development is like fighting a war. It is not terrible to lose for a while. What is terrible is to change the course once setback.
