Lingda Group Co.Ltd(300125) ( Lingda Group Co.Ltd(300125) . SZ) in recent years, the dazzling operation is dizzying. Coupled with the news that the actual controller carries out “insider trading” on his own stock, it seems that some things are about to surface. Now, the actual controller who has been stationed for only two years has figured out the way to get out and wants to transfer the control to others. Who is the receiver? Is it related to the company?
Change of ownership in two years
According to Lingda Group Co.Ltd(300125) news, Mr. Wang Zhengyu, the actual controller of the company, and Ms. Wang miaoqi, the person acting in concert, signed the letter of intent for the acquisition of partnership shares with Hangzhou Birmingham Asset Management Co., Ltd. (hereinafter referred to as Hangzhou Birmingham) to transfer 100% of the partnership shares of Hangzhou guanghengyu enterprise management partnership (limited partnership) (hereinafter referred to as Hangzhou guanghengyu), the controlling shareholder. Therefore, Hangzhou Birmingham will indirectly control the listed company by holding Lingda Group Co.Ltd(300125) 22.02% shares through Hangzhou guanghengyu, and the actual controller will naturally change.
According to the data, Wang Zhengyu is the executive partner of Hangzhou guanghengyu and the actual controller of Lingda Group Co.Ltd(300125) and indirectly controls Lingda Group Co.Ltd(300125) shares through Hangzhou guanghengyu, accounting for 22.02% of the total share capital of Lingda Group Co.Ltd(300125) shares. Wang miaoqi, a partner of Hangzhou guanghengyu Co., Ltd., is currently a Lingda Group Co.Ltd(300125) director. She has a father daughter relationship with Wang Zhengyu and they are acting in concert. In Hangzhou guanghengyu, general partner Wang Zhengyu contributed RMB 646.8 million and held 98% of the partnership share of Hangzhou guanghengyu, while limited partner Wang miaoqi contributed RMB 13.2 million and held 2% of the partnership share of Hangzhou guanghengyu.
This news may be a bit unexpected for the market, because Wang Zhengyu has not been stationed in Lingda Group Co.Ltd(300125) for a long time. On July 6, 2020, it was announced that the controlling shareholder Hangzhou guanghengyu partner Xiamen chase Japan investment partnership (limited partnership), Xiamen Xiwang Development Co., Ltd. and Lingda Group Co.Ltd(300125) actual controller Liu Zhendong signed the partnership share transfer agreement with Wang Zhengyu and Wang miaoqi. Wang Zhengyu and Wang miaoqi indirectly controlled Lingda Group Co.Ltd(300125) .
I didn’t expect to come and go in a hurry. In the past two years, the stock price of Lingda Group Co.Ltd(300125) has fluctuated horizontally in a wide channel. What has Wang Zhengyu brought to Lingda Group Co.Ltd(300125) ?
Planning major asset restructuring in the primary and secondary months
Public information shows that Lingda Group Co.Ltd(300125) has been tossing about a lot in the past two years.
Lingda Group Co.Ltd(300125) landed in A-Shares in 2010 and was formerly called yishida. When Wang Zhengyu stepped in, the company already had a lot of things, including photovoltaic power generation business, naked eye 3D business, industrial marijuana business, waste heat power generation business and other operation management. Does it feel that every business can make waves? Unfortunately, Lingda Group Co.Ltd(300125) recorded a loss of 560167 million yuan in 2020.
Looking back, after Wang Zhengyu’s intervention, there was an obvious adjustment in business. First, a wholly-owned subsidiary for foreign investment was established in August 2020, and then the holding subsidiary Shanghai yishida commercial factoring Co., Ltd. and Shanghai lingganhui Technology Development Co., Ltd., which did not carry out business, were cancelled. We have also begun to terminate the over raised investment projects and will no longer use the over raised funds to invest in the projects of industrial hemp substrate fragrant flake production base and industrial cannabinoid heating non combustion non tobacco products processing base constructed by the joint venture Voda industrial hemp (Yunnan) Co., Ltd.
Also in August, Lingda Group Co.Ltd(300125) constantly planned a major asset restructuring, and the suggestive announcement was disclosed on August 24, 2020. The major asset purchase report (Draft) was disclosed on September 28, 2020, and the revised draft was issued in October. After a series of operations, the transfer of ownership of the subject assets of major asset purchase was finally completed on November 3, 2020, that is, Lingda Group Co.Ltd(300125) used RMB 287 million in cash to purchase 70% of the shares of Jiayue new energy held by Jinzhai Zhenghai Jiayue investment partnership (limited partnership) (hereinafter referred to as Zhenghai Jiayue). Through the acquisition, Lingda Group Co.Ltd(300125) cut into the production and manufacturing business of Cecep Solar Energy Co.Ltd(000591) battery and obtained the large-scale production capacity of crystalline silicon Cecep Solar Energy Co.Ltd(000591) battery.
In December 2020, Lingda Group Co.Ltd(300125) cancelled Lingda Biotechnology (Shanghai) Co., Ltd., which engaged in biological health industry. Also in December, Lingda Group Co.Ltd(300125) planned to increase the 5.0gw high efficiency battery cell (TOPCON) project of Jinzhai Jiayue new energy phase II. The actual controller Wang Zhengyu ended up saying he would participate in the subscription, but the fixed increase was later stopped.
In February 2021, it transferred 51% equity of the holding company Shanghai yiweishi Technology Co., Ltd. on the grounds that it concentrated advantageous resources to develop its main business. In the same month, it was disclosed that the company transferred an additional 3.75% equity of Jiayue new energy at a price of 15 million yuan.
In June 2021, the listed company planned to continue to increase Jiayue new energy and strive for 100% holding. Once back, it cancelled its wholly-owned subsidiary, linggan Technology (Shanghai) Co., Ltd.
After the termination of the above-mentioned fixed increase, in September 2021, Lingda Group Co.Ltd(300125) and China Southern Power Grid Energy Efficiency&Clean Energy Co.Ltd(003035) signed a strategic cooperation agreement to promote the strategic cooperation between the two sides in the fields of energy conservation and emission reduction and new energy. With Anhui Province as the development focus and facing the national market, develop distributed photovoltaic power generation projects such as agricultural light (forest light and livestock light) complementarity.
On November 11, 2021, the company disclosed that Jiayue new energy and Hunan Red Sun New Energy Technology Co., Ltd. signed the strategic cooperation framework agreement. The two sides intend to carry out in-depth cooperation in the photovoltaic industry chain and form a long-term strategic cooperation relationship.
By the way, Lingda Group Co.Ltd(300125) still lost 726967 million yuan in 2021 and 27.565 million yuan in the first quarter of 2022. The operating data has not been improved due to a series of adjustments made by the new owner.
Engage in insider trading of their own stocks
More intriguing is that the actual controller has also been filed for investigation.
On January 18, 2022, it was announced that Wang Zhengyu forwarded the notice of filing a case to the listed company. Because Wang Zhengyu was suspected of insider trading ” Lingda Group Co.Ltd(300125) ” and other violations, the CSRC decided to file a case in accordance with the securities law of the people’s Republic of China, the administrative punishment law of the people’s Republic of China and other laws and regulations. At that time, Wang Zhengyu had resigned as chairman, director, President and member of the special committee of the board of directors of the company. After deliberation and approval at the 16th meeting of the Fifth Board of directors of the company, Wang miaoqi, a director, was recommended to act as chairman of the board, Han Jiahou, a director, was appointed as president of the company, and Chen Xiaoyu was nominated by the controlling shareholder as a candidate for non independent director.
Source: Announcement
Source: Announcement
The target of Wang Zhengyu’s suspected insider trading is ” Lingda Group Co.Ltd(300125) “, which is a bit embarrassing. As mentioned above, the corresponding time from Wang Zhengyu’s entry to the acquisition of most chips of Jiayue new energy is about July to November 2020.
From the follow-up public information, the remaining equity of Jiayue new energy was also taken into the arms of Listed Companies in 2021, with strong purpose. From the disk view, from mid June 2020 to August 21, 2020, the Lingda Group Co.Ltd(300125) share price has increased by 60%. So, does Wang Zhengyu’s time for insider trading coincide with it? To be answered publicly in the future.
The acquirer was questioned
Looking back, if the control of the listed company changes again, will the new owner bring any changes to the listed company?
Source: tianyancha
According to public information, Hangzhou Birmingham was established on July 30, 2018 with a registered capital of 20 million yuan. The company said that it had no relationship with Hangzhou Birmingham. However, it can be seen from the sky eye that there are still some origins between Hangzhou Birmingham and Lingda Group Co.Ltd(300125) more or less.
Source: tianyancha
On May 18, the management department of gem also issued a letter of concern to Lingda Group Co.Ltd(300125) requiring the company to disclose the specific plan of this change of control, including but not limited to the equity structure of the participants and the final acquirer, the main business and financial data in recent two years, and the source of funds. For the follow-up management arrangement of Hangzhou guanghengyu, if the source of funds involves financing, the feasibility shall be specified; Explain the expected cycle of major matters related to this transaction, such as due diligence, agreement signing, partnership share transfer and consideration payment. In addition, the regulators require the listed company to explain whether the relevant acquirer has the ability to actually control and manage the listed company and long-term plan in combination with the acquirer’s acquisition purpose, main business and development plan, the equity structure of the listed company after the partnership share transfer, the nomination right of the board of directors, the voting right of the general meeting of shareholders, the company’s daily decision-making mechanism and the main operation and management team, Whether it complies with the relevant provisions of the measures for the administration of the acquisition of listed companies.
It can be seen that the regulators are full of doubts about the quasi new owner.
In addition, as soon as the conversation of the management department of GEM companies changed, regarding the cash acquisition of 70% equity of Jiayue new energy by the listed company in November 2020, it asked whether the original shareholders and actual controllers of Jiayue new energy had any relationship or interest exchanges with Hangzhou Birmingham and its related parties.
This question immediately connects the acquisition many years ago with the current change of ownership.
Looking back, the acquisition of Jiayue new energy is divided into several steps. The original shareholders are Zhenghai Jiayue and Gongqingcheng co creation Zhonglian Investment Center (limited partnership), mainly the former. From the perspective of Tianyan survey, this is the correlation between Zhenghai Jiayue and Hangzhou Birmingham, and five paths can be found.
Source: tianyancha
In addition, the interface news also saw that even though Hangzhou Birmingham has not yet taken over, Jiayue new energy and Hangzhou Birmingham can explore a “find friends” route under big data.
Source: tianyancha
According to Lingda Group Co.Ltd(300125) latest reply, Hangzhou Birmingham is optimistic about the broad market prospects brought by technological progress and industrial upgrading of photovoltaic industry for a long time. This acquisition is intended to effectively integrate resources based on the platform of listed companies, improve the asset quality and profitability of listed companies, and focus on the main business of the company for a long time. After the acquisition, Lingda Group Co.Ltd(300125) will continue to strengthen the main business of Cecep Solar Energy Co.Ltd(000591) battery. On the one hand, it will expand and upgrade the existing production capacity, and on the other hand, it will actively seek the integration of high-quality resources.
In addition, according to the reply announcement, the original shareholders and actual controllers of Jiayue new energy have no relationship or interest exchanges with Hangzhou Birmingham and its related parties through the written commitment of the relevant parties.
