Chen Yuxin and Wang Huiwu aggressively entered the A-share layout of 3 listed companies.

Financial investment network reporter Su Qitao

Chen Yuxin, the third brother of Liu Yonghao, who has always been low-key, has recently appeared frequently in the A-share market, along with his "gold medal partner" Wang Huiwu.

On the evening of October 12, Century Dingli (300050) announced that Sichuan Special Mayflower Education Management Co., Ltd. (hereinafter referred to as "Special Mayflower"), a subsidiary of Hong Kong-listed company Hope Education (1765.hk), intends to enter the company through "transfer of shares + fixed increase + voting rights entrustment", and the actual controllers of the company will be changed to Chen Yuxin and Wang Huiwu. Just over a month ago, the two-controlled Sichuan Special Drive Education Management Co., Ltd. (hereinafter referred to as "Special Drive Education") just announced that it intends to include Jifeng Technology (300022) in the bag.

Intensive announcements into A-shares, where does the money for the "special drive system" come from? If successful, Wang Huiwu and Chen Yuxin hold 2 A-share companies and 1 Hong Kong stock company, what is their intention?

Successively discounted into two A-share listed companies

According to the announcement of Century Dingli, the company intends to issue 171 million shares of the company's shares to the special mayflower at an issue price of 5.27 yuan per share, raising about 901 million yuan; At the same time, Ye Bin, the controlling shareholder and actual controller of the company, transferred 50 million shares (accounting for 8.75% of the total share capital of the listed company) held by the company to Mayflower at a transfer price of 7.85 yuan per share, with a total consideration of 392.5 million yuan; In addition, Ye Bin irrevocably delegated the voting rights corresponding to the 45.7447 million shares (accounting for 8% of the total share capital) held by Ye Bin to the special Mayflower. After the completion of the transaction, Mayflower will hold 29.76% of the shares of Century Dingli and become the controlling shareholder of the company, and the actual controllers will become Chen Yuxin and Wang Huiwu.

The announcement disclosed that Mayflower is a wholly-owned subsidiary of Hope Education, established in April 2018, mainly to provide procurement services for education and teaching materials for educational institutions under Hope Education. According to the 2019 annual report, hopeeducationinvestmentlimited holds 57.24% of the shares of Hope Education, which is the controlling shareholder of Hope Education, and the ultimate co-controllers of Hope Education are Chen Yuxin and Wang Huiwu.

It is worth noting that the issue price of the special May Flower fixed increase in shares is 5.27 yuan / share, which is significantly discounted. The closing price of the company on September 25 before the suspension of trading was 6.68 yuan / share, and after the resumption of trading on October 13, the stock price rose first and then decreased, and as of October 15, the closing price was 7.19 yuan / share.

For the question of whether the transfer of control of Century Dingli at a discount is reasonable, Xu Zequan, secretary of the board of directors of Century Dingli, believes that this time he hopes to educate into Century Dingli, and the listed company will receive about 900 million yuan in cash, which can support the company's expansion of at least 60 Dingli Colleges and bring more certain growth to the company's performance. "From the perspective of thickening performance, the price is more reasonable."

Just a month and a half ago, Chen Yuxin and Wang Huiwu just announced their intention to join another A-share listed company, Jifeng Technology, using the same method of "transfer of shares + fixed increase + voting rights entrusted".

On August 31, Jifeng Technology announced that Special Drive Education will acquire 6.02% of the equity of Jifeng Technology held by Wang Xinming and The consistent actor Shannan Shenyu for 124 million yuan, at a transfer price of 5.428 yuan per share; At the same time, Mr. and Mrs. Wang Xinming irrevocably entrusted the voting rights corresponding to 17.84% of the equity to Special Drive Education; In addition, Sichuan Mayflower Development Service Co., Ltd. (hereinafter referred to as "Expansion Company"), a wholly-owned subsidiary of Special Drive Education, will subscribe for fixed shares of listed companies for 451 million yuan at a price of 3.96 yuan per share. After the completion of the transaction, the total shareholding of the special driving education and expansion company will eventually reach 27.7%.

According to the announcement, the comprehensive service institutions of special drive education mainly engaged in education and training services, education brand promotion, education and education derivative product development are 50% held by Sichuan Special Drive Investment Group Co., Ltd. (hereinafter referred to as "Special Drive Investment") and Chengdu Mayflower Investment Management Co., Ltd. (hereinafter referred to as "Mayflower Investment"), and the actual controllers of the two are Chen Yuxin and Wang Huiwu respectively. However, on August 24, Special Drive Investment voluntarily transferred its 0.50% equity in Special Drive Education to Mayflower Investment, which realized its control over Special Drive Education. At the same time, Special Drive Investment publicly promised that it would not seek to become the controlling shareholder or actual controller of Special Drive Education. This also means that in the investment of Jifeng Technology, the final actual controller is only Wang Huiwu.

When acquiring the shares of Jifeng Technology, the fixed increase price of 3.96 yuan / share of the expansion company was also obtained at a discount. At the close of trading on October 15, Jifeng Technology reported 6.15 yuan / share, according to this calculation, the discount rate was as high as 35.61%.

Where did the more than 2 billion dollars come from?

In order to solve the shortage of liquidity of Jifeng Technology and the release of the pledge provided by the transfer party Wang Xinming and Shannan Shenyu for the financing of the listed company, the special drive education needs to provide about 250 million yuan of loans and financing for the listed company, and the source of funds of more than 2 billion yuan has become one of the most concerned issues in the market.

According to the announcement, the total amount of funds required for the transfer and subscription of Century Dingli shares by Special Mayflower is about 1.294 billion yuan, all of which are self-owned funds and self-raised funds. But as of the end of 2019, the Mayflower is specially driven

The total assets are only 349 million yuan, the revenue in 2019 is 113 million yuan, the net profit attributable to the mother is only 32.9719 million yuan, and the balance of the book currency funds is 31.1527 million yuan. In the letter of concern issued by Lightning to Century Dingli, the Shenzhen Stock Exchange asked the company and the special mayflower to explain the specific arrangement of the source of funds and the specific source of self-financing, and whether it involved external financing.

Although Century Dingli has not yet replied to the letter of concern, it is clear that the special Mayflower has not swallowed the strength of Century Dingli, and the funds naturally depend on Hope Education. According to the data, in the past 5 years, the compound growth rate of the operating income of Hope Education is about 28%, the compound growth rate of profit is about 66%, and the compound growth rate of the number of students in school is about 37%; As of the end of 2019, hope education had total assets of 10.857 billion yuan, the number of students exceeded 140,000, and the operating income in 2019 was 1.391 billion yuan and the net profit was 490 million yuan.

Coincidentally, in the previous letter of concern to Jifeng Technology, the Shenzhen Stock Exchange also asked the question of the 826 million yuan of funding sources required by the special driving education and expansion company to enter Jifeng Technology.

According to the data, the expansion company was established on February 26, 2018, is a high-level vocational colleges and universities to expand the training promotion agency, has now cooperated with more than 30 schools across the country to carry out business. However, in 2019, the total assets of the expansion company were only 519,200 yuan, and the equity attributable to the parent owners was 398,200 yuan; The operating income was 477,700 yuan, and the net profit attributable to the mother was only 476,200 yuan.

In the reply letter to the Shenzhen Stock Exchange, Special Drive Education clearly stated that as of the end of June 2020, the balance of special drive education monetary funds was 327 million yuan, the unused credit line of financial institutions was 200 million yuan, and there was a credit line of not less than 300 million yuan for financial institutions that was expected to be completed in the near future. "In addition, at present, Mr. Wang Huiwu indirectly owns 26.94% of the equity of Hope Education, and has good self-owned capital accumulation and self-financing capabilities."

How to layout after holding 3 listed companies?

If both transactions are completed, the "special drive system" will hold 2 A-share listed companies and 1 Hong Kong listed company, what is the intention of Chen Yuxin and Wang Huiwu? How is it laid out?

Public information shows that Chen Yuxin's original name was Liu Yongmei, and he was Liu Yonghao's third brother. In the 1990s, after the four brothers of hope group separated, the core industries of West China Hope Group headed by Chen Yuxin were feed, agriculture and animal husbandry, and the education industry was developed on the basis of the acquisition of Sichuan's well-known it vocational education brand "Mayflower". At present, the core enterprise controlled by Chen Yuxin is Chengdu Huaxi Hope Group, which is 100% controlled by him and his spouse Zhao Guiqin, and also has 13 core first-class enterprises, involving agriculture and animal husbandry, real estate, investment and other industries.

In early 1999, Wang Huiwu entered the field of education and founded the first computer training institution "Mayflower" in Sichuan, which later led and completed the investment and daily operation of 9 colleges and universities, as well as the investment and construction of 5 new colleges. In 2007, Wang Huiwu led "Mayflower" to join Huaxi Hope, which held 51% of the shares of Mayflower and established Hope Education Group on this basis.

In November 2017, the original Hope Education Group was split into two companies, Hope Education and Special Drive Education. New Hope Education only operates the higher education segment and went public in Hong Kong the following year; Special drive education inherits vocational education, primary and secondary education, real estate development and other businesses, mainly under the "Mayflower" brand. At present, Wang Huiwu serves as the executive director and president of Hope Education, responsible for the actual operation and management, while Chen Yuxin does not serve in Hope Education.

Obviously, the main communication and Internet of Things business, vocational education business of century Dingli and special drive system have a certain degree of synergy, but Jifeng Technology is mainly engaged in modern agricultural equipment, obviously there is no intersection.

"Hope Education has multiple strategic thinking on the merger and acquisition of Century Dingli: on the one hand, at present, Hope Education is mainly based on higher education, and after the merger and acquisition of Century Dingli, it can be further extended to the field of higher education services; In addition, Century Dingli has brand and technical advantages, and hopes that education has enrollment advantages, and the two sides can form a synergy effect. Earlier, in the telephone exchange between Hope Education and institutional investors, Huang Zhongcai, vice president of the company, revealed that in the future, it will gradually divest or reduce the non-education business of Century Dingli. At present, the revenue of Century Dingli's non-education business accounts for more than 70%.

However, in the change of equity, Special Drive Education said that there is no clear plan for the disposal of major assets and business of Century Dingli and the restructuring of purchase or replacement assets in the next 12 months. However, in order to enhance the sustainable development ability and profitability of listed companies and improve the asset quality of listed companies, the possibility of trying to adjust the assets and business of listed companies is not excluded.

For the operation after entering Jifeng Technology, the Shenzhen Stock Exchange also has many doubts. The reply letter mentioned that "special drive education and the actual controller Wang Huiwu are optimistic about the company's future development prospects, and will use the resources and strength advantages of special drive education to promote the company's business development and enhance the company's competitive strength." It also promises to use the resources of the company or itself to help Jifeng Technology dock financing by using the resources of the company or itself to help Jifeng Technology dock financing, including but not limited to providing guarantees or other credit enhancement measures, to help Jifeng Technology select talents with experience in the agricultural machinery circulation industry through open recruitment in the market, and to help Jifeng Technology introduce technological achievements that are beneficial to the sustainable development of Jifeng Technology.

Speaking of easy, whether it can achieve synergy and development can only be questioned at present, after all, century Dingli and Jifeng agricultural machinery life is not a day or two. In 2019, Century Dingli lost 475 million yuan, while Jifeng Technology also lost 122 million yuan.

For the relevant issues of the "special drive system" into the two listed companies, the reporter of the Financial Investment News called Hope Education to further understand, but as of the reporter's press release, the other party has not responded. The follow-up progress will continue to be paid attention to by this newspaper.