Late-night battle, regulators are busy! *The actual controller of ST Hongtao "cried" and was on the verge of bankruptcy, and at the same time hurried to reduce his holdings

Blue Whale Finance

2024-06-18 22:06Posted on the official account of Beijing Blue Whale Finance

Blue Whale News, June 18 (Reporter Xu Xiaochun) In the early morning of June 17, when everything was silent, *ST Hongtao struggled on the life and death line of delisting.

According to the rules, *ST Hongtao, which has closed below 1 yuan per share for 10 consecutive days, will still have the possibility of protecting the shell if it starts to rise continuously from the 17th. At 12:44 on the previous trading day, Hongtao shares "secretly" disclosed the identity of new buyers on the official public account, and the company's stock price briefly rose in the afternoon to attract regulatory attention.

In the early morning of June 17, *ST Hongtao officially announced the final struggle of the new change of control plan. However, due to the recent illegal operation, the Shenzhen Stock Exchange issued a letter of concern and a regulatory letter at the same time an hour later.

At 4 o'clock in the morning, Liu Nianxin, the actual controller of *ST Hongtao, issued an open letter "crying" to save the company from bankruptcy, but the actual controller who claimed that the company had never reduced his holdings in the 14 years since it was listed played a word game, and his holding company was still cashing out in the first half of the year.

*ST Hongtao's delisting of the "life and death bureau", and the early disclosure is good for attracting the attention of regulators

According to the latest delisting rules, if the closing price of the stock is less than 1 yuan for 20 consecutive trading days, the listed company will face delisting. As a result, at the end of the day after the closing price was below 1 yuan for 9 consecutive trading days, *ST Hongtao was in a hurry.

According to the Securities Times, at 12:44 p.m. on June 14, *ST Hongtao released an article titled "Hongtao's new controlling shareholder or its designated entity increases the company's shares" through the WeChat public account "Hongtao Shares". According to the article, Liu Nianxin, the controlling shareholder and actual controller of the company, and Yinggu Energy Technology (Zhejiang) Co., Ltd. (hereinafter referred to as "Yinggu Energy") signed a voting rights entrustment agreement on June 8, 2024, and the controlling shareholder and actual controller of the company will be changed to Yinggu Energy, and then the company will delete the information.

At the opening of the afternoon, *ST Hongtao's share price turned red, and it rose to the limit in a straight line and then fell rapidly, and finally closed with a falling limit, and on June 14, *ST Hongtao's closing price was 0.62 yuan / share. Liu Nianxin mentioned in the open letter that since the beginning of spring 2024, the company has suffered malicious shorting by the main funds.

* ST Hongtao's early announcement of the new acquirer not only failed to save the company's stock price, but instead attracted the attention of regulators. On June 14, due to the violation of the letter disclosure, *ST Hongtao received a decision from the Shenzhen Securities Regulatory Bureau on the same day ordering corrective measures. The Shenzhen Securities Regulatory Bureau requires the company to immediately delete relevant undisclosed information, and self-check whether it is involved in illegal activities such as leaking inside information and manipulating the market.

At this time, *ST Hongtao can only return to more than 1 yuan in the next 10 trading days if the stock price is back to more than 1 yuan, so June 17 has become the time of life and death to determine whether *ST Hongtao can achieve the shell.

In the early morning of June 17, *ST Hongtao officially announced the entry of the new capital party. However, the buyer of photovoltaic new energy background also failed to save the company's stock price, after the opening of the market on the 17th, *ST Hongtao continued to fall to the limit, and the company's stock price was only 0.59 yuan / share at the close. So far, even if the next 9 trading days continue to rise, the company's stock price will not return to more than 1 yuan, *ST Hongtao has basically locked in the delisting.

And June 17 is also destined to be the sleepless night of *ST Hongtao, in this dark and windy night, *ST Hongtao and the regulator had a silent confrontation.

At 2 o'clock in the morning, *ST Hongtao officially announced the termination of the change of control with Shenzhen Zhaojin and Hainan Zhaojin disclosed before, and officially switched to the arms of Yinggu Energy, and the actual controller of the company, Liu Nianxin, signed a voting rights entrustment agreement with Yinggu Energy, Yinggu Energy became the controlling shareholder of *ST Hongtao, and Chen Xiuhua and Tang Biqi's mother and son acted in concert and jointly became the actual controllers of the listed company.

Just an hour later, at 3 a.m., *ST Hongtao received an inquiry letter from the Shenzhen Stock Exchange, asking five questions about the uncertainty of Yinggu Energy's ownership.

In addition, Hou Chunwei, an executive of *ST Hongtao, resigned from all positions as director, vice chairman and president of the listed company on May 13, and the company did not disclose it until June 17. What's more, *ST Hongtao not only did not disclose the information of Hou Chunwei's resignation, but also submitted Hou Chunwei's application to the Shenzhen Stock Exchange on May 27.

According to the plan, Hou Chunwei is expected to reduce his holdings of 19.7 million shares of *ST Hongtao, and based on the closing price of 1.19 yuan per share on the same day, Hou Chunwei can cash out 23.4393 million yuan. Due to the fact that there are restrictions on the reduction of shareholdings after the resignation of senior executives, the Shenzhen Stock Exchange issued a regulatory letter to *ST Hongtao.

On this night, *ST Hongtao received two regulatory letters and one letter of concern. At 4 o'clock in the morning, Liu Nianxin, the actual controller of *ST Hongtao, issued an open letter on the official account "Hongtao Shares", emphasizing that he did not have the subjective and intentional intention of malicious delisting, and at the same time, Liu Nianxin "cried" and said, "For Hongtao, I am on the verge of bankruptcy".

When public opinion was in the dust, after trading on June 17, Su Yiye, who had served in *ST Hongtao for 14 years, resigned as director, vice president, and secretary of the board of directors, and resigned from all positions in the subsidiary. After the resignation of the secretary of the board of directors, the phone of the secretary of the board of directors was no longer answered.

The actual controller who cried that "he was on the verge of bankruptcy" is still reducing his holdings and cashing out

Founded in 1985, Hongtao Co., Ltd. mainly undertakes the design and construction of national, provincial and municipal key projects such as theater venues and stadiums, such as the company has undertaken the decoration of the Great Hall of the People, the State Banquet Hall, the Bird's Nest, the Shanghai Grand Theatre, the Shanghai World Expo Theme Pavilion and other venues. In December 2009, Hongtao shares were listed on the Shenzhen Stock Exchange.

Before the listing, Liu Nianxin directly held 47.68% of the shares of Hongtao Shares, and Riyue Investment, a foreign investment platform funded by 92 employees of Hongtao Shares, held 31.02% of the shares. After penetration, Liu Nianxin directly and indirectly holds 58% of the shares of Hongtao.

It should be noted that the only company with external shares held by Riyue Investment is Hongtao shares, and Liu Nianxin directly holds 33.27% of the shares of Riyue Investment, which is the largest shareholder of Riyue Investment and the chairman of the company. Due to the relatively dispersed shareholding of employees, Liu Nianxin is the actual controller of Riyue Investment.

Liu Nianxin said in the open letter that "the actual controller's personal shareholding has not cashed out a penny in the 14 years since it was listed", but in the letter of concern, the Shenzhen Stock Exchange mentioned that Liu Nianxin controlled the process of reducing the holdings of Riyue Investment, and asked whether the company had released favorable information to affect the stock price and directly or indirectly cooperated with relevant parties to reduce their holdings.

In December 2009, Hongtao shares were listed at an issue price of 27 yuan, and the shareholding ratio of Riyue Investment to Hongtao shares was 23.26%, and the corresponding market value of the shares was about 754 million yuan. After the expiration of the three-year lock-up period, Riyue Investment began to reduce its holdings in a big way.

In January 2013, Riyue Investment reduced its stake in Hongtao by 4.97% through block trading for the first time, cashing out about 325 million yuan. This is also the first shareholder reduction after the listing of Hongtao shares. Five days later, Riyue Investment reduced its holdings of 31,405,200 shares of Hongtao shares. The total amount of investment in the two reductions exceeded 800 million yuan.

After 800 million cash-out, Riyue Investment promised not to reduce its holdings in 2013, and after the commitment period, in January 2014, Riyue Investment once again reduced its holdings of 3.12% of Hongtao's shares through block trading, cashing out 188 million yuan. Two months later, Riyue Investment continued to cash out 111 million yuan.

After 2014, the Blue Whale News reporter did not inquire about Hongtao's separate shareholding reduction disclosure, but according to the Shenzhen Stock Exchange's concern letter, after July 2022, the shareholding of Sun and Moon Investment fell to 4.87%, and it dropped to 0.94% in the 2023 annual report.

On June 17, *ST Hongtao's stock price change announcement showed that since 2024, Riyue Investment has reduced its holdings by another 10,648,300 shares. When it was about to be delisted, Riyue Investment quickly cashed out more than 16 million yuan. While the company raised the stock price through the introduction of investors, substantial pre-restructuring and other good news, the reduction of Riyue Investment caused the Shenzhen Stock Exchange to directly question whether the company affected the stock price through favorable information and directly or indirectly cooperated with relevant parties to reduce their holdings.

The word game of the open letter, the actual controller pledged to cash out and indirectly reduced his holdings by billions

The net profit of Hongtao shares, which has just been listed, has experienced 7 consecutive years of growth, and the company achieved revenue of about 3.546 billion yuan in 2013, which is the peak of the company's revenue scale in the short term. However, at the end of the period, the balance of accounts receivable of Hongtao shares reached 2.625 billion yuan, a year-on-year increase of 87%, much higher than the growth rate of revenue in the same period. Since then, it has been out of control, and the balance of accounts receivable of Hongtao shares has continued to rise. Hongtao shares, whose performance is declining, have found a side business.

Around 2015, hot topics such as undergraduate transformation aroused great concern in the society, and Hongtao shares also acquired the field of cross-border vocational education at this time, during which the company's stock price was pushed to a historical high.

At the same time, Liu Nianxin, who is "optimistic about the company's future development", has increased his holdings, but compared with the large-scale reduction of Sun Moon Investment, which is actually controlled, Liu Nianxin's increase in holdings is a bit worthless. In 12 months, Liu Nianxin increased his holdings 6 times, with a total of 1.33 million shares, and the consideration paid was only 16.15 million yuan.

It is worth mentioning that Hongtao shares had issued convertible bonds for the acquisition of vocational education assets, and was listed on August 23, 2016, and on the second day of listing, Liu Nianxin sold all the allotted bonds. Based on the closing price of 123 yuan on the sale date, Liu Nianxin made a profit of about 83.4 million yuan, and the profit from the sale of convertible bonds alone easily covered the increased funds.

Due to the slowdown in the progress of the project and the impact of the settlement less than expected, in 2016, Hongtao's accounts receivable soared, the net profit "folded", and the company's stock price continued to be in a downward channel. In 2017, Liu Nianxin and Chen Yuanfen started a new round of shareholding increase plan in order to stabilize the stock price, and by the time the shareholding expired, the two spent a total of about 112 million yuan.

In addition to reducing his holdings through Sun Moon Investment, Liu Nianxin has also obtained capital inflows through pledges.

At the end of 2017, in the middle of the second round of shareholding increase by Liu Nianxin and his spouse, Liu Nianxin made the first stock pledge, and pledged 49.11% of his shares to Guosen Securities in one go, and the corresponding market value of the pledged shares was about 870 million yuan based on the closing price of the day. It is unknown how much money Liu Nianxin finally got, and the follow-up announcement shows that the money was finally used for Liu Nianxin's personal consumption and to support the production and operation of listed companies, and this pledge has not been released after 6 postponement of repurchases.

Later, when Hongtao's shares continued to decline, Liu Nianxin also made many supplementary pledges for this pledge. As of the end of the first quarter of 2024, the pledge rate of shares held by Liu Nianxin has reached more than 96.5%.

Liu Nianxin mentioned in the open letter that the long-term loan of 500 million yuan to bail out the company will come in part from the stock pledge in 2022. At that time, Liu Nianxin pledged 21.57% of his shares to Guosen Securities on the grounds of "providing financial assistance to listed companies". As of the end of 2023, the balance of long-term payables that need to be paid to Liu Nianxin in Hongtao's book is about 228 million yuan.

Liu Nianxin said in the open letter that "the actual controller has not cashed out a penny of personal shareholding for 14 years", which is also a play on words.

As early as 2016, Hongtao shares have an obvious crisis trend, the company's accounts receivable turnover days of more than 500 days, that is to say, Hongtao shares after the completion of the project can not recover funds within a year to support their own operation. By 2019, the balance of accounts receivable of Hongtao shares was about 7 billion yuan.

Hongtao shares, which did not bring cash flow through collection, the debt ratio soared from 31% to more than 70%, and the company fell into a liquidity crisis completely. Before Hongtao's shares reached this point, Liu Nianxin and his wife and children also tried to help listed companies survive the crisis by providing guarantees and capital loans, but obviously they could not fill the gap in Hongtao's shares.

The temporary withdrawal of state-owned assets and the new buyer with questionable financial strength wins ancient energy

In 2018, Hongtao suffered a loss for the first time after its listing, and the net profit loss attributable to the parent company that year was about 422 million yuan. Since then, Hongtao shares have experienced five losses in six years, and the net profit loss will expand to 1.404 billion yuan by 2023. Continuous losses, account freezing, successive receipt of audit reports that could not express opinions, internal control reports with negative opinions, etc., the edifice of Hongtao shares will finally collapse in 2024.

On May 6, Hongtao shares were implemented "delisting risk warning" and superimposed "other risk warning". Hongtao shares became *ST Hongtao. But before that, Liu Nianxin did a series of capital operations in an attempt to protect the shell, as he said in the open letter, actively reorganizing the judiciary and bringing in external industrial investors.

Hongtao shares, a listed company with a market value of more than one billion, finally went to reorganization because they could not repay the payment of 910,000 yuan. At the end of January this year, Huizhou Zhonghe Building Decoration Materials Co., Ltd. (hereinafter referred to as "Zhonghe Construction") applied to the Shenzhen Intermediate People's Court for the reorganization of Hongtao's shares.

At the same time as being applied for reorganization, Liu Nianxin quickly signed an equity transfer framework agreement with Shenzhen Zhaojin and Hainan Zhaojin, planning to transfer 4.58% of the shares of Hongtao held by him at a price of 1.52 yuan per share. According to the plan, Liu Nianxin will entrust the remaining voting rights, and after the due diligence is completed and the acquisition is successful, Hongtao shares will be changed.

The news of the entry of state-owned assets directly brought four boards to Hongtao shares. At the end of May, the Shenzhen Intermediate People's Court appointed the interim administrator of the pre-reorganization of Hongtao shares, and promoted the substantive pre-reorganization procedure from the declaration of creditor's rights. Since late May, Hongtao shares have harvested six boards in advance, pushing up the stock price again. However, the equity acquisition of Shenzhen Zhaojin and Hainan Zhaojin has not moved.

It is precisely because of this, combined with the reduction of Sun Moon Investment during this period, Liu Nianxin was questioned about "setting up a situation to cash out", but in the open letter, Liu Nianxin denied the existence of this subjective intention.

Until June 17, Hongtao Co., Ltd. terminated the equity transfer framework agreement with Shenzhen Zhaojin and Hainan Zhaojin, and quickly hugged the thigh of Yinggu Energy, and the receiver changed from a large precious metal enterprise to a new energy capital party with wind and solar storage. In Liu Nianxin's open letter, he particularly emphasized that the equity transfer agreement signed by him and Yinggu Energy "is a formal agreement, not an agreement of intent". This has become a buyer, and the Shenzhen Stock Exchange has serious doubts about whether the planning and decision-making process of the company's relevant major matters is prudent in the letter of concern.

So what is sacred for the buyer who gives up the state-owned background in exchange for winning ancient energy?

According to the Tianyancha App, Yinggu Energy was established in April 2023, and it has only been one year since the establishment of the listed company. After penetrating, the shareholders behind Yinggu Energy only have Chen Xiuhua and Tang Biqi, mother and son. Yinggu Energy's business scope covers all aspects from exhibition services, hotel catering management, new energy vehicle sales, second-hand car brokerage, hardware wholesale, photovoltaic equipment and components sales.

As of March 31, 2024, Yinggu Energy's net assets are about 34.01 million yuan, the book capital is about 7.56 million yuan, and the debt ratio reaches 93.26%. With such an asset situation, Yinggu Energy plans to provide bailout support to Hongtao shares in advance. Liu Nianxin's open letter mentioned that in addition to acquiring equity, Yinggu Energy also decided to purchase no less than 50 million yuan of Hongtao shares in the secondary market. For Yinggu Energy's ambitious plan, the question of the Shenzhen Stock Exchange is where the money will come from.

In addition, the problem of selling himself to Yinggu Energy is not only the capital, according to the Enterprise Bankruptcy Law, Liu Nianxin, as the chairman of the board of directors, may not be able to transfer the equity he holds, which may lead to the inability of Yinggu Energy to gain control.

In short, in the short term, there is great uncertainty about the good wishes of the main business of building decoration of Hongtao shares, which accidentally said that the leakage of Hongtao shares did not usher in the stock price rebound, but received a regulatory letter from the Shenzhen Stock Exchange, after the stock price continued to be lower than 1 yuan, *ST Hongtao has basically locked in the delisting. On the evening of June 17, Su Yi, the company's director, vice president and secretary of the board of directors, also submitted his resignation and left.