shifted from the "real estate" industry to the "financial" industry, and Panhai Holdings 's 2020 seems a bit difficult.
On the evening of September 15, Panhai Holdings issued several announcements at one time, including the resignation of executives, related transactions, and convening of an extraordinary general meeting of shareholders. Among them, Panhai Holdings announced that it plans to apply for 1.78 billion yuan in financing from Minsheng Bank Beijing Branch, with joint and several liability guarantees/guarantees provided by controlling shareholder China Panhai and actual controller Lu Zhiqiang . Compared with the size of
, the amount of Panhai Holdings and even China Panhai, the funds are not much more than one billion yuan. However, coupled with the news that Minsheng Securities went to Shanghai State-owned Assets and Panhai Holdings gave up 27.12% of its equity in the first half of the year, its "tight money" state is about to emerge. In the first half of 2020, Panhai Holdings achieved operating income of 5.462 billion yuan, a year-on-year increase of 5.64%; and achieved net profit attributable to shareholders of -408 million yuan, a year-on-year decrease of 123.50%.
On September 10, according to Bloomberg, Panhai Holdings communicated with investors, hoping to only redeemed 10% of the medium-sized bill "15 Panhai MTN001" that will expire in October, and replace the remaining unpaid parts with new coupons. The term of replacement of the new coupon is 2 years or "1+1 year" (with the right to redeem), and the coupon rate is raised to 7.5%.
In July this year, due to the delay in the due diligence period for overseas projects and the increased pressure to raise funds for debt repayment in the second half of the year, Oriental Jincheng included the main body of Panhai Holdings and related debt items on the rating observation list. Coincidentally, United Credit Corp. has recently adjusted its outlook for China Oceanwide Rating to "negative". When will Panhai’s “difficulty” be solved?
again saw Minsheng Bank generously donating
Under the epidemic, the Panhai Holdings , which has been replaced from the real estate industry to the financial track, seems a bit "tight".
On the evening of September 15, Panhai Holdings issued several announcements at one time, including the resignation of executives, related transactions, and convening of an extraordinary general meeting of shareholders. Among them, Panhai Holdings issued an announcement on the related transaction to apply for financing from its affiliated party Minsheng Bank. The financing scale is 1.78 billion yuan, the financing period is 12 months, and the financing purpose is daily operation turnover.
In this regard, Panhai Holdings stated that the application for financing from Minsheng Bank is a normal lending activity carried out due to the needs of the business development of the company, which will help meet the company's financial needs for its business development. The interest rate of this financing is fair and reasonable, in line with the general market level, and does not harm the interests of the company and other shareholders (especially small and medium shareholders), and has no adverse impact on the current period and future financial status and operating results of Panhai Holdings .
Before that, on September 10, according to Bloomberg, Panhai Holdings communicated with investors, hoping to only redeemed 10% of the medium-sized bill "15 Panhai MTN001" that will expire in October, and replace the remaining unpaid parts with new coupons. The replacement period for the new coupon is 2 years or "1+1 year" (with the right to redeem), and the coupon rate is raised to 7.5%. In response, Panhai Holdings once responded that it is only a communication for redemption plans.
Due to the existence of the affiliated relationship, there are as many as 6 related directors in this transaction proposal, and only 3 non-related transaction directors participated in the voting and agreed unanimously. They are all independent directors of Panhai Holdings .
is determined according to the relationship, Lu Zhiqiang, chairman of Panhai Holdings , also serves as vice chairman of Minsheng Bank, and China Panhai and related companies both hold part of Minsheng Bank's equity. Therefore, Minsheng Bank and Panhai Holdings constitute an affiliated legal person. According to the disclosure of Panhai Holdings , since the beginning of the year, the amount of related transactions between it and its holding subsidiaries and Minsheng Bank has been approximately 8.758 billion yuan.
Specifically, at the end of February this year, Wuhan Central Business District Co., Ltd., a subsidiary of Panhai Holdings, plans to apply for financing of no more than 3.1 billion yuan from the Beijing branch, and Panhai Holdings provides guarantees for this financing. In March this year, Panhai Holdings applied for 2.4 billion yuan in financing from Minsheng Bank, with the purpose of "daily operational needs". In addition, in July this year, Panhai Holdings overseas subsidiary China Tonghai Financial previously applied for a financing of HK$750 million from Minsheng Bank Hong Kong Branch to the Hong Kong Branch of Minsheng Bank, and will continue to be guaranteed by Panhai Holdings .
In addition, on September 9, Panhai Holdings released a message saying that the company was taken by the Beijing Securities Regulatory Bureau to issue a warning letter.
Beijing Securities Regulatory Bureau pointed out that as of May 18, 2020, the balance of interest-free financial support for Panhai Holdings received by affiliated parties was 350 million yuan. Panhai Holdings accepts interest-free financial support from related parties, with an amount exceeding RMB 3 million and exceeding 0.5% of the absolute value of the audited net assets of the latest period, but fails to fulfill the information disclosure obligations in a timely manner and fails to fulfill the board of directors' review procedures, which violates relevant information disclosure regulations. Based on this, the Beijing Securities Regulatory Bureau warned Panhai Holdings and recorded the relevant violations in the integrity file.
In this regard, Panhai Holdings stated that it attaches great importance to the matters involved in the decision and has organized relevant personnel to carry out systematic study of the "Regulations on the Information Disclosure of Listed Companies" and other relevant regulations. In the future, we will take this as a warning to effectively improve our awareness of standardized operations and further improve our corporate governance level.
parent company rating outlook was downgraded
Compared with Panhai Holdings and even China Panhai, more than one billion funds are not much. However, coupled with the news that Minsheng Securities went to Shanghai State-owned Assets and Panhai Holdings to give up 27.12% of its equity in the first half of the year, its "tight money" state is about to emerge.
On the evening of August 31, Panhai Holdings issued an announcement that it will transfer approximately 3.1 billion shares of Minsheng Securities (accounting for 27.12%) to 22 investors including Zhangjiang Group, Zhangjiang Hi-Tech , and 22 investors at a total price of 4.229 billion yuan. After the transfer was completed, the equity of Minsheng Securities in Panhai Holdings dropped from 71.64% to 44.52%, and the registered place of Minsheng Securities also "moved south" to Shanghai.
Although Panhai Holdings has "transformed" to the financial industry, under the epidemic, the real estate industry has encountered a cold winter, and Panhai Holdings 's disposal of real estate assets has also encountered "hardship" problems. In the first half of 2020, Panhai Holdings achieved operating income of 5.462 billion yuan, a year-on-year increase of 5.64%; and achieved net profit attributable to shareholders of -408 million yuan, a year-on-year decrease of 123.50%.
2020 semi-annual report shows that the epidemic in the first half of the year had a serious impact on Panhai Holdings real estate business, especially the sales, development and operation of Wuhan real estate projects were once suspended. In the first half of 2020, the revenue of Panhai Holdings 's real estate industry was 291 million yuan, a year-on-year decrease of 72.25%, accounting for only 5.33% of the revenue.
In addition, in March this year, Oceanwide Center LLC and 88 First Street SF LLC, an overseas subsidiary of Panhai Holdings, and 88 First Street SF LLC, intend to transfer their related overseas assets in San Francisco, USA, with a total transaction amount of US$1.2 billion. However, due to the impact of the epidemic, the relevant due diligence work was not completed as scheduled and was postponed for 3 months.
When the overall environment is not satisfactory, Panhai Holdings will face the problem of maturity and repurchase of bonds in the second half of 2020. In July this year, Oriental Financial pointed out that the sale of overseas projects is one of the main sources of debt repayment funds. Affected by the delay in due diligence, the pressure to raise funds for Panhai Holdings has increased. Based on this, Oriental Jincheng included the Panhai Holdings entity and its debt items on the rating watch list.
In addition, a joint credit company recently made a decision to downgrade its rating outlook on China Oceanwide. Specifically, United Credit believes that:
(1) China Panhai's profits fell sharply in the first half of 2020, and its subsidiary listed company Panhai Holdings suffered operating losses in the first half of the year. Domestic real estate projects are mainly concentrated in Wuhan, and the sales rate is slow in the short term;
(2) Affected by the US epidemic, there is great uncertainty in the progress of China Panhai's overseas asset disposal projects, and the company's recent cash replenishment expectations are weak;
(3) subsidiary Panhai Holdings received administrative supervision penalties for information disclosure issues;
(4) China Panhai and its subordinate Panhai Holdings bond redemption scale in 2020 is large, facing greater redemption pressure, and liquidity tension. Under the comprehensive evaluation of
, United Credit decided to maintain the credit rating of China Oceanwide entities and debts to AA+, and adjust the rating outlook from "stable" to "negative".In the report, United Credit stated that according to public data statistics, as of September 11, 2020, China Panhai and its subsidiary listed company Panhai Holdings , a total of 8.289 billion yuan in 2020.
At the 2020 collective reception day for investors of listed companies in Beijing held last week, an investor asked about the bond repayment funds arrangements of Panhai Holdings . At that time, the financial director of Panhai Holdings introduced that he had made arrangements for the redemption and interest of the private bonds of "18 Haikong 01", and was arranging specific solutions for the 3.2 billion yuan medium notes that will expire in October, including but not limited to Minsheng Securities' equity transfer payments, operating cash remittances, newly issued corporate bonds, medium notes and financial institution loans.
In the 2020 semi-annual report, Panhai Holdings also stated that it attaches great importance to the impact of liquidity pressure on the company's production and operation. On the one hand, it strengthens sales collection and business expansion, and tries to accelerate the return of operating cash. On the other hand, it fully utilizes financial support policies during the epidemic, continues to increase financing and funding efforts, and increases funds through multiple channels, including applying for some new loans from various financial institutions, realizing partial loan extensions, issuing three phases of 2.3 billion yuan of small public bonds, and applying for 2 billion yuan of epidemic prevention and control bonds. How to move forward with the
financial holding platform?
Recently, the financial holding management measures that have been brewing for many years have been officially implemented. On September 13, the People's Bank of China issued the "Trial Measures for Supervision and Administration of Financial Holding Companies", which clarified the definition, conditions and procedures for establishment of financial holding companies, and penalties for violations. It specifically emphasized that institutions that already existed before the implementation of the Measures and meet the conditions for establishing financial holding companies may rectify within a certain period of time if they do not meet the prescribed regulatory requirements with the approval of the financial management department and shall be subject to rectification within a certain period of time and shall be accepted by the financial management department.
Does Panhai Holdings belong to the financial holding platform? This remains to be strictly defined by regulatory authorities. However, at the beginning of this year, since the proportion of operating income of financial business exceeded 50%, Panhai Holdings took the initiative to submit an application for industry classification change to the China Listed Companies Association, changing the industry classification "real estate" to "financial industry-other financial industries", which brought the positioning of Panhai Holdings and the financial holding platform one step closer.
According to Panhai Holdings , since 2014, the company has deepened its business transformation based on changes in the external environment and the company's business development needs, that is, on the basis of continuing to leverage the advantages of existing real estate business, it integrates financial, strategic investment and other business segments with great development potential, and builds the company into a comprehensive holding listed company covering finance, real estate, and strategic investment.
In terms of financial licenses, Panhai Holdings currently has three licenses: Minsheng Securities, Minsheng Trust and Asia Pacific Property Insurance, with shareholding ratios of 44.52% (after the transfer of shares), 93.42% and 51% respectively. In addition, based on the three financial subsidiaries, Panhai Holdings can also cover futures, equity investment funds, public funds and other fields. In terms of business contribution, in the first half of 2020, the Panhai Holdings financial sector achieved operating income of 5.16 billion yuan, a year-on-year increase of 25.55%, accounting for nearly 95% of the total revenue.
From the perspective of segments, Minsheng Securities achieved operating income of 1.56 billion yuan, a year-on-year increase of 16.16%, and net profit of 406 million yuan, a year-on-year increase of 56.89%, and major business units such as brokerage, investment banking, and fixed income all achieved profits or scale improvements; Minsheng Trust achieved operating income of 844 million yuan and net profit of 247 million yuan, a year-on-year increase of 21.61% and 5.88%, respectively, and the scale of trusted management of assets was 213.896 billion yuan, of which 92% of the active management of assets accounted for; Asia Pacific Property Insurance achieved operating income of 2.653 billion yuan, a year-on-year increase of 35.01%, and a net profit of -18 million yuan, a year-on-year decrease of 26 million yuan.
In the future, the secretary of the board of Panhai Holdings has introduced that the company currently has securities, trusts, insurance, funds (including public and private equity), and jointly holds 6.943% of Minsheng Bank shares with the controlling shareholder. At this stage, the focus is to give full play to the value of existing licenses, manage existing financial businesses well, and accelerate the construction of a comprehensive financial service system.
For Panhai Holdings , which has just completed the equity transfer of Minsheng Securities, the equity dilution of other financial licenses is also on the way. According to its 2020 semi-annual report, after the increase in capital and war in Minsheng Securities has made significant progress, the war in Minsheng Trust and Asia-Pacific Property Insurance has also started preliminary work. In addition, the docking and negotiation work for the cooperation or transfer of equity of financial licenses under Panhai Holdings is in progress in an orderly manner. Why should
promote the war among its various financial subsidiaries? Panhai Holdings explained that "the key is to introduce strong shareholders, which is conducive to enhancing the development strength and potential of financial subsidiaries." At the same time, Panhai Holdings does not hide the fact that the subsidiary's initiation of war will help it revitalize its assets and increase cash flow.
In response to this, investors recently called for "don't induce high-quality financial assets to dilute the profits of main business." Panhai Holdings secretary replied that the company is accelerating the optimization and disposal of overseas assets. Its financial subsidiaries have implemented a war and introduced powerful high-quality investors, aiming to optimize its equity structure, improve corporate governance, and enhance its development momentum and comprehensive strength.
When the new regulations on the financial holding platform have just been implemented and real estate is in a cold winter, how will Panhai Holdings move forward?
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