A few days ago, International Industrial (000159) disclosed that it is planning a major asset restructuring matter, and plans to replace part of the company's assets (including equity) with some controlling equity of Lenghubindi Potassium Fertilizer Co., Ltd. (hereinafter referred to as "Lenghubindi Potassium Fertilizer") to achieve relative control of Bingdi Potassium Fertilizer.
According to the above announcement, International Industry and Lenghubindi Potassium Fertilizer Controller He Maoxiong , Shanghai Kailun Investment Center (Limited Partnership) (hereinafter referred to as "Shanghai Kailun"), Shanghai Beicang Investment Center (Limited Partnership) (hereinafter referred to as "Shanghai Beicang"), Shanghai Mayflower Investment Center (Limited Partnership) (hereinafter referred to as "Shanghai Mayflower"), Shanghai Leviathan Investment Center (Limited Partnership) (hereinafter referred to as "Shanghai Leviathan"), and other four shareholders signed the "Letter of Intent for Cooperation", intending to place a total of 54.2977% of Lenghubindi Potassium Fertilizer shares.
Further investigation also found that during the third time of Lenghubindi potassium fertilizer seeking curve listing, behind-the-scenes promoters Liu Bo, Sun Tianzhi and Sun Mingming appeared, and actor Zhang Jiayi (real name Zhang Xiaotong ).
It is worth noting that the other four shareholders, including the Shanghai Kailun Investment Center (Limited Partnership), which is intended to be placed in International Industry, all pointed to the above-mentioned "Southern Securities Group". On the eve of Changsheng Bio's backdoor listing in 2015, investors from the "Southern Securities Group" such as Shanghai Woyuan Investment Partnership (Limited Partnership), Wuhu Zhuorui Innovation Investment Management Center (Limited Partnership) and Beijing Huachou Investment Management Center (Limited Partnership) spent hundreds of millions of yuan to make a sudden investment and successfully completed the listing of Huanghai Machinery through the backdoor listing.
4 shareholders all pointed to the "Southern Securities Group"
According to the announcement disclosed by International Industry, they signed the "Letter of Intent for Cooperation" with He Maoxiong, the controlling shareholder of Lenghubindi Potassium Fertilizer, and four other shareholders including Shanghai Kailun, Shanghai Beicang, Shanghai Mayflower, and Shanghai Leviathan.
Among them, He Maoxiong, Shanghai Kailun, Shanghai Beicang, Shanghai Mayflower and Shanghai Leviathan hold 43.0707%, 4.5%, 4%, 1.7044% and 1.0226% respectively.
Interface News reporters found in-depth investigations that four other shareholders including Shanghai Kailun, Shanghai Beicang, Shanghai Mayflower, and Shanghai Leviathan all pointed to the above-mentioned "Southern Securities System".
According to industrial and commercial registration information, Shanghai Kailun was registered and established in December 2015. Currently, investors are three natural persons including Chen Yuhua, He Yan and Wang Shui, with investments of RMB 10,000, RMB 99.99 million and RMB 150 million, totaling RMB 250 million, with only Lenghubindi potassium fertilizer investment.
Shanghai Beicang was registered and established on April 15, 2015. Currently, investors are 9 natural persons including Chen Yuhua, Zhang Jiayong, He Guilin, Sun Liqiang, Yuan Guangming, Song Ziming, Sun Xiaofang, Tang Shanxin and Liu Jiangchen. The investment amounts are RMB 45.509 million, RMB 5.5 million, RMB 7.04 million, RMB 6 million, RMB 30.36 million, RMB 121 million, RMB 1.5 million, RMB 3.08 million and RMB 11,000, totaling RMB 220 million, and only Lenghubindi potassium fertilizer is the foreign investment.
Shanghai Mayflower was registered and established on January 23, 2014. Currently, investors are Shanghai Leviathan Asset Management Co., Ltd. (hereinafter referred to as "Leviathan Asset Management"), Changxian Equity Investment Management (Shanghai) Co., Ltd. (hereinafter referred to as "Changxian Investment"), Liu Bo, Sun Mingming, Zhang Xiaowei, Shen Xiaoping, Li Zhenlun, Zhang Xiaotong, Wan Deyin, Tu Yan, Xu Xiaohong and other 11 companies. The investment situation has not been made public, and only Lenghubindi potassium fertilizer is the foreign investment.
Shanghai Leviathan was registered and established on August 28, 2012. Currently, the investors are 12 companies including Leviathan Asset Management, Changxian Investment, Liu Bo, Sun Mingming, Zhang Xiaowei, Li Zhenlun, Zhang Xiaotong, Tu Yan, Yang Yang, Huang Weibiao, Wang Jicheng, Xu Youqiu, etc., and the investment situation has not been disclosed.
It is worth noting that among the investors of the above four Lenghubindi potash shareholders, they all have intersections with core companies under the core roles such as Sun Tianzhi, Sun Mingming and Liu Bo.
Among them, among the investors of Shanghai Kailun, Chen Yuhua has also participated in Shanghai Kailun and Shanghai Beicang; in addition to participating in Shanghai Kailun, He Yan is also an important shareholder and executive of Shanghai Woyuan Investment Partnership (Limited Partnership), Shanghai Woyuan Asset Management Co., Ltd. and Nanjing Jieshenyuan Energy Conservation and Environmental Protection Technology Co., Ltd., and is the spouse of Sun Tianzhi, the core figure of the "Southern Securities Department". Wang Shui also participates in many important companies such as Sun Tianzhi, Shanghai Jieshen New Energy Technology Co., Ltd., and Shanghai Jieshen Investment Center (Limited Partnership).
Among the investors of Shanghai Beicang, Zhang Jiayong also participated in the Shanghai Lande Investment Center (Limited Partnership) under Sun Tianzhi and Sun Mingming, while He Guilin and Song Ziming participated in the Shanghai Woyuan Investment Partnership (Limited Partnership) and other companies, Sun Xiaofang participated in the Shanghai Woyuan Investment Partnership (Limited Partnership), Shanghai Woyuan Asset Management Co., Ltd. and other companies, and Liu Jiangchen also participated in the Shanghai Tate Investment Center (Limited Partnership).
In addition, the top 8 investors in Shanghai Leviathan are exactly the same as Shanghai Mayhua. Among them, Shanghai Leviathan Asset Management Co., Ltd. is 100% of the shares held by Shenzhen Xinnanhua Asset Management Co., Ltd., jointly held by five people including Liu Bo, Sun Mingming, Tu Yan, Sun Tianzhi and Zhang Xiaolai. Zhang Xiaotong is the real name of actor Zhang Jiayi.
public information shows that in 1992, Liu Bo served as deputy general manager of the Shanghai Stock Exchange and director of the Shanghai Stock Exchange Development Research Center and executive deputy editor-in-chief of Shanghai Securities News. In November 1997, he was temporarily transferred to the deputy director of the Singapore Regional Headquarters of China Everbright Group. He served as president of Southern Securities from June 1998 to February 2002, and was promoted to chairman and president of Southern Securities in February 2002. In 2000, Southern Securities raised funds and broke out in October 2003. In January 2004, the China Securities Regulatory Commission announced the administrative custody of Southern Securities, which eventually went bankrupt in April 2005. The China Securities Regulatory Commission officially classified it as illegal and irregular acts such as "misappropriation of huge amounts of customer transaction settlement funds and manipulation of the market".
Sun Tianzhi is called the "owner" of Southern Securities during his time as a dealer. He served as assistant to the president of Southern Securities and general manager of Nanjing Branch, chairman and general manager of Tianfa Company, involving the "Hafei case" and other dealers. Sun Mingming served as the investment manager of Southern Securities from January 1999 to July 2001, and from August 2001 to January 2004, he served as the deputy general manager and investment director of Huade Asset Management Company, a subsidiary of Southern Securities.
"toxic assets" seeking to go public and cash out
Following the failure of the planned backdoor of *ST Jiyao (000545) in July 2008 and the planned backdoor of Oriental Tower (002545) in December 2017, Lenghubindi Potassium Fertilizer seeks a curved listing for the third time - it plans to replace some assets (or equity) with International Industrial, 54.2977% of the equity of Lenghubindi Potassium Fertilizer held by the controlling shareholder He Maoxiong and four other shareholders, thus realizing the controlling position of the listed company in Lenghubindi Potassium Fertilizer.
Interface News reporters found that as the controlling shareholder of the intended injected asset, He Maoxiong's investment of 107.5233 million yuan of Lenghubindi potash fertilizer held by He Maoxiong was frozen by the Shanghai Second Intermediate People's Court on July 4, 2018 (freeze period of three years). Behind the execution of the freeze, it is precisely the equity transfer dispute involving He Maoxiong and two shareholders including Shanghai Mayflower and Shanghai Leviathan.
So, in the case of the obstacles to restructuring due to equity disputes and judicial freezing, He Maoxiong, the controlling shareholder of Lenghubindi Potassium Fertilizer, will join hands with the four shareholders of the "Southern Securities Group" to seek a curved listing?
A senior insurance agent who did not want to be named told Interface News reporter that first of all, Lenghubindi Potassium Fertilizer is a company with complex asset conditions and continuous huge losses. After many attempts to break through the capital market and failed, this equity dispute is likely to involve some investors requiring the controlling shareholder to repurchase equity in accordance with the relevant terms of the investment agreement, but through public information, we can find that the controlling shareholder does not have the ability to perform equity repurchase.Then, as these investors, one is that the investment cycle is relatively long and the business conditions of the company continue to deteriorate, if the equity repurchase cannot be operated, it must be cashed out through other channels such as mergers and acquisitions and restructuring. These investors with high-level backgrounds in Southern Securities have rich capital market experience and capital operation capabilities. In other words, Lenghubindi potassium fertilizer seeks to inject controlling rights into international industry this time, and it is likely that these investors are leading the way behind the scenes. But the question is, who wouldn’t want to go public and cash out with 20 other shareholders including Jiuding, Ping An Innovation Capital and Everbright Financial Holdings?
In fact, Interface News reporters have in-depth investigations and reports that "Southern Securities Group" such as Sun Tianzhi, Sun Mingming and He Yan spent hundreds of millions of yuan to invest in the stock on the eve of Changchun Bio's backdoor Huanghai Machinery in 2015. So what is the asset texture of Lenghubindi potassium fertilizer now?
According to the disclosure of International Industry, Lenghubindi Potassium Fertilizer was established on May 19, 2004. The company has a registered capital of RMB 249.6436.02 million. Its registered location is No. 1, Dayantan, Lenghu Town, Qinghai Province, and the legal representative is He Maoxiong. The company owns the mining rights of the 832.09 square kilometers of the Dayantan area of Kunteyi Potassium Deposit in Lenghu Town, Qinghai Province. The mining area is rich in potassium, sodium, magnesium, lithium, boron, rubidium, cesium and other resources. Lenghubindi Potassium Fertilizer Co., Ltd. Dayantan Potassium Magnesium Salt Mine Mining Certificate No.: G6300002009026210005148, production scale: 780,000 t/a, valid until May 25, 2028. From 2015, 2016 and January to October 2017, the company achieved net profits (unaudited) of RMB 27.4975 million, -42.5206 million and -35.7039 million. Over the past three years, the debt-to-asset ratio continued to rise from 50.37% to 54.73%.
It is worth mentioning that for this Gobi Desert hinterland potassium fertilizer company, which claims that its potassium sulfate production capacity is second only to Lop Nur potassium fertilizer, in the process of seeking backdoor listing for the first time at the end of 2007, the media reported that there was no brine to support its production capacity and other flaws. When the restructuring matter was terminated with Oriental Tower in April this year, Oriental Tower responded to investors that the asset status of the target company is relatively complicated. According to due diligence information, the debt-to-asset ratio of the target company is too high. The listed company believes that the separation of high-quality assets held by the target company as a new target company for mergers and acquisitions can better protect the interests of the listed company and promote the conclusion of major asset restructuring transactions, but the relevant conditions are not yet mature.
Regarding the brine issue, Oriental Tower further responded to investors' questions and pointed out that the complex asset status refers to the relatively complex asset and liabilities. For brine, industry experts have been asked to conduct on-site demonstration and sampling and analysis on many occasions. The amount of brine can still support the annual output of 500,000 tons of potassium sulfate. Currently, due to the bottleneck of own funds and cash flow, it has not been able to achieve the due production capacity in recent years.
Interface News reporter learned through Qaidam locals that the fundamental problem of potassium fertilizer in Lenghubindi is the serious shortage of brine. Since 2011, the huge financing funds have not been substantially solved.
public information shows that on August 13, 2014, Lenghubindi potassium fertilizer held a formal commissioning ceremony for the annual output of 480,000 tons of potassium sulfate production line at the Dayantan Production Base in Lenghu Town. However, Interface News reporters found that the domestic potassium sulfate market could hardly find any product sales information about the company. Only a brief message disclosed by the Business Company on March 11, 2013: "The potassium sulfate device of Lenghubindi Potassium Fertilizer Company has started production, with a 50% potassium sulfate (powdered) ex-factory price of 2,800 yuan/ton, and the downstream stocking is average."
Interface News reporter further investigation also found that in July 2012, the Salt Lake Institute of the Chinese Academy of Sciences and Lenghubindi Potassium Fertilizer signed a "Technical Service Contract". The contract stipulates: 1. After inspecting the existing salt field and production workshop processes, it proposes rectification plans; 2. Formulate the salt field process and the process control process of the existing production workshop; 3. Provide technical guidance for the debugging and trial operation of the 480,000 tons of potassium sulfate production workshop built by Bindi Company in the future and formulate a production workshop process control plan; 4. Provide technical guidance and training for Bindi Company's technicians. The technical service period is from August 2012 to December 2015.However, Lenghubindi potassium fertilizers in 2016 caused the contract breach of contract for failure to perform technical services, and finally lost the case in the second instance in November last year.
Local insiders told Interface News reporters that Lenghubin local potassium fertilizer is located in Haixi Prefecture, Qinghai Province, , Golmud City, , Lenghu Town, Kunteyi Salt Flat. Take the expressway to Golmud city at least 440 kilometers. If you take the national highway, it is close to 600 kilometers. It is about 800 kilometers away from Xining, the capital of Qinghai Province, and it is even two or three thousand kilometers away from the mainland potassium fertilizer market... What's more, it hasn't been built for so many years, and it can be built for selling it to listed companies?
The above-mentioned senior insurance agent also expressed confusion about this, "It is obvious that it is a toxic asset. In addition to shareholders seeking cash out, I really don't understand why International Industry is doing this transaction?"
