"Cedar family" has made new progress in selling children. Taimeng plans to spend 10 billion to rescue and obtain Zibo Qixiang Tengda Chemical Co.Ltd(002408) control
On March 17, Zibo Qixiang Tengda Chemical Co.Ltd(002408) announced that it had received a notice from Qixiang group, the controlling shareholder, and cedar industry, who acted in concert. Qixiang group, Zhang Jin, cedar industry and pagac pearl holding Pte.Ltd. (hereinafter referred to as "pagac") recently signed a framework agreement. According to the agreement, pagac will provide financing and liquidity support to cedar industry, and can require to undertake the equity of Qixiang group held by cedar industry.
Affected by this news, in the intraday trading on March 17, Zibo Qixiang Tengda Chemical Co.Ltd(002408) once rose by more than 9.6%, and finally closed up by 4.13% to 8.82 yuan / share, with a total market value of 25.07 billion yuan.
undisclosed share transfer ratio
Pagac has a long history. It is a company of taimeng investment group (PAG). Taimeng focuses on the investment and management of private equity, real estate and creditor's rights in the Asia Pacific region. It is headquartered in Hong Kong and has branches in Beijing, Shanghai, Shenzhen, Seoul, Tokyo, Singapore, Melbourne and Mumbai. With assets under management of more than US $45 billion and accumulated investment of more than US $75 billion in Asia, taimeng investment is one of the largest comprehensive investment institutions in Asia.
It is reported that this transaction may be divided into two steps. First, pagac will facilitate pagac's related parties, relevant financial institutions or other third parties to provide a total of 4.2 billion yuan of financing to cedar industry or its designated related parties through entrusted loans and creditor's rights purchase in accordance with the framework agreement as soon as possible.
Second, pagac carried out due diligence on Qixiang group and Zibo Qixiang Tengda Chemical Co.Ltd(002408) after signing the agreement, and informed other parties before April 30 whether they were satisfied with the results of due diligence and intended to promote potential share purchase transactions. The parties shall complete the signing of the equity transfer agreement within 15 days after the notice. The text of the agreement and the purchase price shall be negotiated separately by the parties. In principle, the purchase price shall not exceed 8.35 billion yuan.
Zibo Qixiang Tengda Chemical Co.Ltd(002408) said that the framework agreement only made principled arrangements for the above financing and potential share purchase transactions. In particular, the potential share purchase transaction arrangements did not actually occur, and there is still great uncertainty about whether such potential share purchase transaction arrangements will occur within the validity of the agreement. If pagac promotes potential share purchase transactions in the future, it will promote the change of actual controllers of listed companies.
Regarding the change of ownership, Zibo Qixiang Tengda Chemical Co.Ltd(002408) pointed out that Qi Xiang group, the controlling shareholder of the company, cedar industry and Zhang Jin, the actual controller, based on their own capital needs and based on the needs of the company's long-term development, also agreed to transfer the company's control, further improve the company's governance structure, enhance the company's financial credit and financial strength, improve the company's anti risk ability, and fully support the company's long-term development.
It should be noted that the above announcement did not disclose the specific share transfer proportion. The reporter of the international finance news called Zibo Qixiang Tengda Chemical Co.Ltd(002408) securities department as an investor, and the other party said that "cedar is still negotiating with the counterparty, and the specific proportion is not clear for the time being".
Cedar industry holds 80% of Qixiang group and indirectly controls Zibo Qixiang Tengda Chemical Co.Ltd(002408) 419% of the equity. If 8.35 billion yuan is the full price of pagac's transfer of 41.9% equity, the transfer unit price is 7.01 yuan / share, which is 20.52% lower than the latest market price.
At present, the equity of cedar industry holding Qixiang group has been frozen. On March 17, Zibo Qixiang Tengda Chemical Co.Ltd(002408) also announced that it had recently received a notice from the indirect controlling shareholder cedar industry that the 3638356 million equity of Qixiang group held by cedar industry had been frozen by the judiciary due to the dispute over other contracts between cedar industry and Pingtan Huiyin No. 1 equity investment partnership. The equity frozen by the judiciary accounted for 80% of the registered capital of Qixiang group, and the freezing period was three years.
controlling shareholder punished for suspected insider trading
Cedar industry is designated as the counterparty of pagac, or it is intended to avoid the punishment of "not directly transferring the equity of listed companies for 6 months" by Qixiang group.
On March 10, Qixiang group received the advance notice of administrative punishment issued by Shandong regulatory bureau of China Securities Regulatory Commission for suspected insider trading. According to relevant regulations, this will result in Qixiang group being unable to directly transfer the equity of listed companies for six months.
According to the investigation, from September 2, 2013 to November 27, 2015, and from April 29, 2014 to November 27, 2015, Qixiang group borrowed the accounts of "Zibo Jiusheng Chemical Co., Ltd." and "Dandong Mingzhu special resin Co., Ltd." to buy and sell nine stocks including " Zibo Qixiang Tengda Chemical Co.Ltd(002408) " Beijing Sojo Electric Co.Ltd(300444) "with a cumulative turnover of 404 million yuan; The cumulative transaction amount of "r-001" and "gc001" of securities lending repurchase and securities lending repurchase is 9.909 billion yuan; The cumulative transaction amount of "Qixiang convertible bonds" was 354716 million yuan; The cumulative transaction amount of "RONGTONG military industry" fund was 114231 million yuan. The above borrowing account transactions were decided by Che Chengju, the then legal person, chairman and general manager of Qixiang group, and the funds came from Qixiang group. Shandong regulatory bureau of China Securities Regulatory Commission plans to decide to give a warning to Qixiang group and impose a fine of 500000 yuan.
In addition, Qixiang group, Che Chengju and Zhou Hongxiu, as insiders, traded 390000 shares of " Zibo Qixiang Tengda Chemical Co.Ltd(002408) " through the "Zibo Jiusheng Chemical Co., Ltd." account controlled by Qixiang group during the sensitive period of insider information. The above transactions were decided by Che Chengju, the then legal representative, chairman and general manager of Qixiang group, and executed by Zhou Hongxiu, the then director, with a total profit of 2.5714 million yuan.
Shandong regulatory bureau of China Securities Regulatory Commission plans to decide to confiscate the illegal income of 2.5714 million yuan of Qixiang group and impose a fine of 7.7141 million yuan; Give a warning to Che Chengju and impose a fine of 200000 yuan; Zhou Hongxiu was given a warning and fined 150000 yuan.
in cashing crisis
As the leader of the "Cedar system", Zhang Jin holds Zibo Qixiang Tengda Chemical Co.Ltd(002408) , Cedar Development Co.Ltd(002485) two listed companies.
In November 2016, cedar holdings signed an equity transfer agreement with 48 natural persons such as Che Chengju through its subsidiary Junhua group (now cedar industry), with a price of 4.818 billion yuan. It transferred 80% of the equity of Qixiang group held by the latter, indirectly obtained Zibo Qixiang Tengda Chemical Co.Ltd(002408) 419% of the shares, and became the new controlling shareholder. This is also Zhang Jin's debut in the capital market.
More than half a year later, cedar cultural tourism, a subsidiary of cedar holdings, transferred 62.51% equity of xinur (now Cedar Development Co.Ltd(002485) ), with a consideration of nearly 4.2 billion yuan.
In just eight months, Zhang Jin spent 9 billion yuan to pocket the control rights of the two listed companies. In 2016, Zhang Jin announced that the goal of cedar holdings in the next five years is "three trillion", namely trillion sales, trillion assets and trillion market value.
However, what is waiting for cedar is not the "three trillion", but the cashing crisis.
On the evening of January 30 this year, cedar holdings issued a letter of apology, saying that due to various factors such as asset characteristics, transaction price and transaction process, the asset disposal and payment collection plan could not be implemented according to the expected plan; In addition, due to the approaching Spring Festival, the efforts of the company's external coordination of funds failed to achieve substantive results, so that the cashing originally scheduled to be completed by the end of January could not be completed. According to media statistics, from 2019 to 2020, cedar trust under cedar holdings issued 42 "evergreen" series trust plans continuously, with a total product scale of more than 20 billion yuan. On February 10, a video of investors gathered at Cedar holdings headquarters to protect their rights circulated on the Internet.
The above situation also attracted the attention of regulators. On February 11 and 16, the Shenzhen Stock Exchange twice sent a letter of concern to Zibo Qixiang Tengda Chemical Co.Ltd(002408) to inquire about the overdue payment of cedar holding trust products Zibo Qixiang Tengda Chemical Co.Ltd(002408) replied that cedar holding group and the actual controller of the company were taking active measures to solve the payment of overdue products and made a commitment on the payment schedule. At present, the incident has not affected the company's production and operation and the construction of new projects, and the company's daily production and operation activities are normal. The company continues to maintain the separation of personnel, assets and finance between the company and its controlling shareholders and related parties, with independent institutions and businesses. Through self inspection, there is no capital transaction, illegal guarantee or potential benefit transfer with the controlling shareholders and related parties.
