Since Hong Kong stocks do not have the rules for delisting at par value, and a few cents of penny stocks are everywhere, privatization is the most important way to delist Hong Kong stocks. (Visual China/Photo)
Half a month ago, a Hong Kong listed company was on Weibo for changing its name.
Xinyang Maojian Group Limited (hereinafter referred to as "Xinyang Maojian", 00362.HK), registered in the Cayman Islands, was listed on the Main Board of the Hong Kong Stock Exchange in 2001. As of 2 March 2021, the stock was quoted at HK$0.310 per share, with a total market capitalization of only HK$462 million.
Xinyang Maojian intends to change the company name to "China Guolong Moutai Group Co., Ltd.", which was questioned by the market to rub Guizhou Moutai (600519. SH) heat. Sure enough, the day after the name change was announced, it surged 14.94%, a three-year high.
After 3 trading days, Xinyang Maojian announced again: after careful consideration, in order to avoid causing confusion and misunderstanding of market information, it was decided to rename the company to "China Guolong Liquor Group Co., Ltd." After that, the stock price plummeted.
In addition to this unsuccessful name change, the company has changed its name four times in the 20 years since its listing. The last time it was renamed Xinyang Maojian, it also raised the same question.
<h3>Rub Moutai but do not sell Moutai</h3>
Xinyang Maojian is a typical immortal stock with long-term losses, and since February 2016, the stock price has not exceeded HK$1.
From fiscal 2019 to fiscal 2020, Xinyang Maojian recorded a net profit attributable to the mother of -587 million yuan and -341 million yuan, respectively. The 2021 interim results show that its net profit attributable to the mother is -0.63 billion yuan.
According to the announcement of Xinyang Maojian, on February 2, 2021, Mudanjiang Longjin Wine Co., Ltd., an indirect wholly-owned subsidiary of Xinyang Maojian, acquired 100% of the equity of Beijing Yaolailongwei Co., Ltd. (hereinafter referred to as "Yaolailongwei"), which holds a series of trademarks related to the star Jackie Chan.
These trademarks began to be used in 2012, when the trademark registrant was Beijing Yaolai Jinbang Liquor Co., Ltd. (hereinafter referred to as "Yaolai Jinbang"), and Yaolai Jinbang and Guizhou Moutai Liquor Co., Ltd. jointly produced the "Jackie Chan Moutai Wine" series of wine products since 2014. Among them are Jackie Chan Moutai Golden List Wine, Moutai Jackie Chan Tianjian Xiongshi Wine.
In February 2020, Yaolai Jinbang transferred all registered trademarks to Yaolai Longwei. Therefore, Xinyang Maojian said in the announcement that the name of "China Guolong Moutai Group Co., Ltd." can better reflect the current situation of the group's business development.
However, Yaolailongwei, which Xinyang Maojian acquired, no longer sells Moutai anymore.
Yaolailong Micro is located in a commercial plaza in Chaoyang District, Beijing, next to Sanlitun, the most prosperous shopping area in Beijing. On March 1, Southern Weekend reporters came to the company as consumers, and at 11 a.m., the company did not have any consumer patronage except for a staff member.
The area of the first floor of YaoLailong Micro is about 500 square meters, the decoration is high-grade, partial European style, the front desk is prominently located, there are two bottles of Moutai Jackie Chan Tianjian Xiongshi wine, the bottle packaging has the Moutai trademark, and it is noted that it is produced by Guizhou Moutai Wine Co., Ltd.
"We don't sell this wine anymore and we won't sell it anymore. We don't have liquor for sale now, only red wine and cigars. The above-mentioned Yao Lailong micro staff said. The wooden wine box at the reception is filled with red wine and dry white.
The publicity department of Moutai Group also confirmed to the Southern Weekend reporter that "Jackie Chan custom wine is a one-time customized product in 2014, and there is no renewal of the contract later, and we have not repackaged this wine."
Then, Xinyang Maojian issued a clarification announcement on February 23: Jackie Chan Moutai wine series products continued to stop production until 2016, and then Yaolai Gold List has been dominated by the sale of surplus inventory. As of February 2021, the liquor product is sold out.
Xinyang Maojian acquired Yaolailong Micro for a price of HK$80 million. Among them, 5 million Hong Kong dollars were paid in cash, and 75 million Hong Kong dollars were paid through the acceptance notes issued by Xinyang Maojian.
In the case of Moutai Jackie Chan wine stopped production and no inventory, what kind of assets did Xinyang Maojian buy for 80 million Hong Kong dollars?
According to the acquisition announcement disclosed by Xinyang Maojian on February 2, according to the unaudited financial information of YaolailongWei, as of December 31, 2020, the net asset value of Yaolailongwei was about 13,000 yuan, equivalent to HK$15,000, and the pre-tax loss was 69,000 yuan for the same period.
Net asset value is the balance of liabilities at this time using the value of the assets of the enterprise at a certain point in time. Xu Wenhui, co-founder of Caiyi, told Southern Weekend reporters, "This story is equivalent to spending 80 million Hong Kong dollars to buy something for 15,000 Hong Kong dollars."
Xu Wenhui added that assets also need to look at the appraisal value, such as some assets that cannot be recorded, such as trademarks, technologies, etc., which are generally not reflected in the books. In the tertiary industry, some trademarks are still very valuable.
According to the acquisition announcement of Xinyang Maojian, Yaolailong Currently owns 12 trademarks in its hands.
The person in charge of a domestic trademark appraisal company told Southern Weekend that the value of a trademark needs to be evaluated by the trademark owner to provide specific materials, such as trademark application scenarios. "Without the information provided by the trademark owner, the appraisal company cannot make a judgment on the specific value."
Although it is impossible to judge the value of Yaolailong Micro, Xinyang Maojian rose by 56.25% in five consecutive trading days from February 9 to February 17 before and after the announcement of the name change. From February 19 to February 22, Xinyang Maojian fell by 25.27%, and on the 22nd, Xinyang Maojian announced that it would remove "Maotai" from the new name.
Xinyang Maojian intends to spend HK$80 million to acquire YaolailongWei, with a net asset value of about 13,000 yuan, and a pre-tax loss of 69,000 yuan in the same period. (Southern Weekend reporter MeiLing/photo)
<h3>Xinyang Maojian failed in the bet</h3>
The last time Xinyang Maojian sparked a heated discussion was in 2018, also because of the company's name change brought about by the acquisition.
Before the name change, The name of Xinyang Maojian was "China Tianhua". On 7 January 2018, China Tian Chemical Corporation announced the acquisition of Xinyang Maojian International Holdings Limited ("Xinyang Maojian International") for HK$85.8 million by a wholly-owned subsidiary of the Company.
At this time, China Tian chemical industry was in a state of loss. During the reporting period from July 1, 2017 to June 30, 2018, the profit attributable to shareholders of China Tian Chemical was a loss of RMB199 million.
From November 30 to December 4, 2017, China Tian chemical's stock price showed a cliff-like decline, falling by 41.27% in 3 days. But before and after the announcement of the renaming "Xinyang Maojian", the same story of stock price rise was staged again.
From January 2 to January 15, 2018, China Tianhua Chemical's stock price rose by 35.62% in 10 trading days.
The acquisition of Xinyang Maojian International, registered in the British Virgin Islands, is mainly for the sale of tea by Xinyang Maojian Group Co., Ltd. (hereinafter referred to as "Xinyang Maojian Group") in the Chinese e-commerce market and the promotion of the sales of Tea of Xinyang Maojian Group in overseas regions. According to the announcement of the listed company, the major shareholders of Xinyang Maojian International and Xinyang Maojian Group are the same person.
That is to say, like Yaolailong Micro sales of liquor, the acquisition of Xinyang Maojian International is also a sales company, but it sells tea. China Tianhua said that the China tea business will become one of the main sources of revenue and profit for the group in the future.
But Xinyang Maojian Group is not a company with excellent performance. Its predecessor was Henan Xinyang Wuyun Tea Group Company, founded in 1989, with "Longtan" and other tea brands. Since 2010, Xinyang Wuyun Tea Group has begun to appear in the "List of Key Reserve Enterprises for The First Listing" in Henan Province.
According to a 2017 report by China Business Daily, xinyang Maojian Group was mired in debt due to crazy expansion, and the arrears of wages and social security added up to about 10 million yuan.
China Tian Chemical's acquisition of Xinyang Maojian International is regarded as a backdoor listing of Xinyang Maojian Group. But the move sparked a lot of controversy.
The first is whether a local tea factory can monopolize the public brand of "Xinyang Maojian", which was opposed and questioned by many tea companies in Xinyang At that time.
An authoritative figure in the tea industry told the Southern Weekend reporter that "the matter of regional brands is still based on the caliber of the local government, but it is best to recover it, or use it for industrial services."
In this context, China Tian chemical industry still acquired Xinyang Maojian International for 85.8 million Hong Kong dollars. However, HK$85.8 million was paid for by the allotment and issuance of Consideration Shares to Dragon Wise Group Limited, the sole beneficial owner of Xinyang Maojian International, at an issue price of HK$0.39 per Consideration Share.
In other words, the acquisition is not in cash, but through a share exchange, Dragon Wise Group Limited can get a stake in China Tian Chemical, which accounts for 19.81% of the issued share capital of China Tian Chemical. In addition, the two parties signed a profit guarantee, dragon Wise Group Limited will guarantee the realization of a net profit after tax of not less than RMB8 million by June 30, 2019.
Pursuant to the agreement between the parties, Dragon Wise Group Limited deposited RMB8 million into the designated bank account of China Tian Chemical as a guarantee for the target profit on the completion date. If completed, the listed company will return the full amount, if not completed, the listed company platform will deduct the difference from this deposit as compensation.
As of June 30, 2019, according to the statements of listed companies, the cumulative audited loss of Xinyang Maojian International after tax was RMB4.165 million. In the 2020 annual report, Xinyang Maojian announced the sale of Xinyang Maojian International, terminating the operation of the tea branch.
This acquisition, in addition to bringing a bright stock name and a profit guarantee of 8 million yuan to China Tian chemical industry, did not bring fundamental changes to the operation of listed companies.
<h3>The way to survive in the immortal strands</h3>
What is surprising is that after 20 years of listing, Xinyang Maojian has almost continuously changed its name.
In 2001, the company was originally named Dongjun Chemical Group, but this name was only used for 8 months. From December 2002 to August 2007, Dongjun Chemical changed its name to Daqing Petrochemical. From September 2007 to November 2018, Daqing Petrochemical changed its name to China Tian Chemical. From November 2018 to the present, it has been renamed as Xinyang Maojian.
In addition to the above-mentioned formal name change, on March 26, 2020, the Board of Directors of Xinyang Maojian proposed to change the company name from Xinyang Maojian to "New China Economic Group Holdings Limited". A day later, Xinyang Maojian's board of directors clarified that there was an inadvertent typographical error in the announcement and that the name should be "China New Economy Group Holdings Limited".
Although the name change was unsuccessful, from January 21 to February 21, 2020 before the name change, Xinyang Maojian pulled out a wave of 77.05% increase in 22 trading days.
"Frequent name changes, I think, is to attract market attention, find funds to cooperate with the speculation of stock prices." An investment manager of a private equity fund in Shenzhen told the Southern Weekend reporter, "If there is no trading volume, people who hold stocks cannot cash out." In the A-share market, this is definitely to be questioned. ”
The stock hit an all-time high of HK$5.222 per share on 29 June 2007 and hit its lowest price of HK$0.200 per share since its listing on 11 August 2018.
Since February 2016, the stock has never exceeded HK$1. Correspondingly, the profit attributable to shareholders of the share was negative during the reporting period from July 2017 to the present.
Stocks with a stock price of less than 1 yuan perennial are called immortal stocks by the market. Chen Li, an executive of a financial information service company, told Southern Weekend that because Hong Kong stocks do not have the rules for delisting at par value, a few cents of stocks are everywhere, and privatization is the most important way to delist Hong Kong stocks.
"Immortal stocks can only rely on the theme of speculation, and the quality of listed companies is no longer good." Chen Li said, "Since Hong Kong stocks do not have limits on the rise and fall of stocks, there is more room for capital speculation and speculation in xian stocks than A shares." ”
<h3>Start a big day</h3>
Frequently renamed Xinyang Maojian, born in Daqing, Heilongjiang.
According to the company's statements at the beginning of the listing, the company was first a lubricating oil and grease plant, adjacent to Daqing Oilfield, one of the largest oil fields in China. In terms of the main composition, the company gradually changed from lubricating oil and anti-corrosion coatings at the beginning of the listing to coal-related chemicals, vinyl acetate, thermal energy and electricity.
On 7 December 2000, the company was registered in the Cayman Islands as an exempted limited company, which will not be subject to any taxes for twenty years after incorporation.
A number of interviewees told Southern Weekend reporters that the offshore center has a low tax rate and is difficult for shareholders to penetrate, "under the multi-layer structure, the actual controller will be hidden, so that people do not know who is the ultimate beneficiary."
However, according to the early financial report, at the beginning of the company's listing, the largest shareholder and executive chairman was Wang Danhui. According to the company's announcement, Wang Danhui joined the company named "Dongjun Chemical" in June 1997, and previously worked as an executive in a number of multinational companies in the United States.
According to public information, Wang Danhui is good at capital operation, active in the capital market, and later served as the chairman of Yuanda Capital Asia Limited.
In 2010, the CSRC publicly punished a man named Wang Danhui for trading New Wufeng shares with others using 34 securities accounts, up to 15.55 percent, without announcing it. According to information disclosed by the CSRC and listed companies, the two Wang Danhui were born in 1969, but it is impossible to confirm whether they are the same person.
Wang Danhui resigned from the company in 2004 and sold 176 million shares for a total consideration of HK$86.9022 million. The buyers were Chen Yu and others, who have served as the company's chairman and chief executive officer since 2012.
According to the announcement, Chen Yu has many years of experience in corporate finance and management, having previously been a member of Hengtai Consumer Group (00197.HK), a company listed on the Main Board of the Hong Kong Stock Exchange. HK) is an Executive Director.
According to Tianyan, the company's current largest shareholder is Chen Yuandong, who holds 382 million shares of the company, accounting for 26.38% of the issued common shares. Chen Yu, the current chairman of the Company, holds 2.86 million shares, representing 0.21% of the issued common shares.
According to the company's announcement, Chen Yuandong served as the 000198 of Star Beauty International Group from October 1995 to 1999. HK) Executive Director, Chen Yuandong has been involved in China's manufacturing investment since 2000.
In 2012, Chen Yuandong resigned as Chairman of Mao Jian, Executive Director and member of the Nomination Committee and remuneration committee of Xinyang.
Southern Weekend reporter contacted Xinyang Maojian through the company's mailbox and expressed the intention of the interview, but as of press time, there was no reply.
(At the request of the interviewee, Chen Li is a pseudonym)
Southern Weekend reporter Mei Ling