After experiencing the shock of the sudden death of the soul, the "Zhongzhi Department", one of the oldest capital departments in China, has not yet shown signs of stabilizing through the cycle, and it seems to be still precarious.
On the investment side, with the continuous upgrading of supervision and the comprehensive advancement of the reform of the registration system, the capital arbitrage model of "PE + listed companies" used by the "Zhongzhi Department" to buy low and sell high has become a thing of the past. Statistics from Shanghai Securities News reporters found that the A-share listed company platforms that the "Zhongzhi Department" still holds in their hands will collectively perform poorly in 2022. Recently, another company announced that it intends to break away from the "Zhongzhi Department".
On the financing side, the number of licensed financial institutions that provide continuous blood transfusions to the "Zhongzhi Family" is also gradually shrinking. On May 6, Zhongrong Fund announced that the industrial and commercial registration procedures for equity changes have been completed, and then flew from the "Zhongzhi Department" to Guolian Securities. Zhongrong Trust, which has made great contributions to the "Zhongzhi Department", is facing unprecedented market pressure.
The most concern of the outside world is still the issue of successors. Liu Yang, the nephew of the former real controller Xie Zhikun, is currently infinitely close to the power center of the "Zhongzhi Clan", but the reporter checked the announcement of the listed company and found that the equity change under Xie Zhikun's name has not been completed, and the successor in the legal sense has not yet been finalized.
Since 2013, the Shanghai Securities News has continued to publish a series of reports such as "The Phantom of the "Zhongzhi Department"" and "The "Zhongzhi Department" Buried Thunder", deeply deconstructing the capital map and fate of the "Zhongzhi Department". Today, as the capital market enters a stage of high-quality development, all the capital systems that used to make a living on institutional arbitrage have disappeared.
Can the "Zhongzhi Department" in the "post-interpretation era" land safely? Where will the future go?
Broken Arm: The "Old Way" on the Investment Side Has Failed
On May 6, Kangsheng shares announced that because some matters still need to be further demonstrated, it is necessary to postpone the reply to the letter of concern previously issued by the Shenzhen Stock Exchange.
This letter of concern refers to the loss of another son of the "Zhongzhi Department" - on April 24, Kangsheng shares disclosed that the company's controlling shareholder Changzhou Xinghe Capital Management Co., Ltd. (hereinafter referred to as "Changzhou Xinghe"), Chongqing Tuoyang Investment Co., Ltd. (hereinafter referred to as "Chongqing Tuoyang") has signed a transfer framework agreement with Zhejiang Lishu Equity Investment Co., Ltd. for the company's control rights. If the agreement is successfully completed, the company may change hands and the actual controller will be changed to Zhejiang Lishui State-owned Assets Supervision and Administration Commission.
If this change of ownership takes place, Kangsheng will become the second A-share listed company to break away from the "Zhongzhi Department" after Xie Zhikun's death.
According to the data, the number of A-share listed companies controlled by the "Zhongzhi Department" once reached 8, namely ST Yushun, *ST Tianshan, Zhunyou, Kane, Meiji, Kangsheng, Meierya, Hao Chen Medical.
In January 2022, Meierya disclosed the equity transfer. Hubei Baijia Xingao replaced Zhongzhi Enterprise Group as the company's indirect shareholder, and the company's actual controller became Zheng Jiping.
What is intriguing is that the latest announcement of Kangsheng shares also revealed that since Xie Zhikun passed away in December 2021, the equity under his name has not been changed.
Both Changzhou Xinghe and Chongqing Tuoyang are currently 100% owned by Zhonghai Shengrong (Beijing) Capital Management Group Co., Ltd., and the actual controller of the two is still "Xie Zhikun". The same is true for other "Zhongzhi Department" listed companies, and "Xie Zhikun" is still the actual controller.
After Xie Zhikun passed away, the asset situation of the "Zhongzhi Department" became more and more difficult.
According to Choice data, seven listed companies in the "Zhongzhi Department" including Kangsheng shares will collectively perform poorly in 2022: 5 of the 7 companies are in a state of loss, although Kane shares and Kangsheng shares are profitable. , but the net profit attributable to the parent company fell by 43.19% and 52.09% year-on-year respectively.
Today, such "fruit" is also to some extent the "cause" buried in the usual operating mode of "Zhongzhi System".
The Shanghai Securities News has published several reports on the deconstruction of the "Zhongzhi Department", summarizing its "PE + listed company" capital operation model: capital contribution and transferee shares become the second shareholder of the listed company, and then promote industrial integration, forced reorganization, and finally through the injection of Obtain rich investment income through the transfer of its assets and equity.
Judging from past cases, most of the assets that the "Zhongzhi Department" chooses to inject into related listed companies are not high-quality assets, so as to achieve the goal of "buy low and sell high". This "PE + listed company" model once brought huge arbitrage space, but there are also many gray areas in it. A senior person in the M & A industry bluntly said that the "PE + listed company" model has nothing to do with M & A funds in the true sense, and is an institutional product of a specific period.
With the continuous upgrading of supervision and the comprehensive advancement of the registration system reform, the value of the "shell" has been greatly reduced, and the old method of "zhongzhi system" will naturally not work. It remains to be seen whether other listed companies will cut off from the "Zhongzhi Department" in the future.
"For some companies with poor returns, the group will step up efforts to dispose of them, quickly withdraw funds, and maintain sufficient cash flow." At the end of 2022, Yan Maokun, president of Zhongzhi Enterprise Group, said at the annual meeting of Datang Wealth Prosperity.
Shrinkage: The hematopoietic ability of the financing side is weakening
What is more terrifying than "broken arm" is the loss of blood-making tools.
The "Zhongzhi Department" was able to gallop around in the A-share market before, which was inseparable from its dazzling financing platform. The "Zhongzhi Department" has raised funds through trust, private equity, public equity, asset management, and four wealth management companies, Hengtian Wealth, Xinhu Wealth, Datang Wealth, and Gaosheng Wealth.
But now, more and more "money bags" have been lost or changed hands one after another.
On May 6, Zhongrong Fund announced that, in accordance with the approval of the China Securities Regulatory Commission’s Zhengjian Xuke [2023] No. 848, Guolian Securities legally acquired 75.5% of Zhongrong Fund’s equity and became a major shareholder of Zhongrong Fund. Wuxi Guolian Development (Group) Co., Ltd. becomes the actual controller of the company. The company's equity change registration procedures for industrial and commercial changes have been completed.
In June 2022, Jingwei Textile Machinery once announced that in order to implement the regulatory requirements of returning to the origin, highlighting the main business, and refining the profession, the subsidiary Zhongrong Trust plans to publicly transfer its holdings at an evaluation price of no less than 1.504 billion yuan. 51% of the equity of the financial fund. On February 7, 2023, Guolian Securities announced that it plans to acquire a 51% stake in Zhongrong Fund held by Zhongrong Trust through delisting.
In addition to the sale of Zhongrong Fund, in January 2022, the four major wealth management companies under the Zhongzhi Group were integrated into Beijing Zhongzhi Fund Sales Co., Ltd. (hereinafter referred to as Zhongzhi Fund). Since then, only one company's fund sales license has been retained, and the other three have been cancelled.
In addition, Zhongrong Trust, which has made great contributions to the development of the "Zhongzhi Department", changed from the holding company of the "Zhongzhi Department" to a joint stock company as early as March 2018, and the largest shareholder and actual controller were replaced by Jingwei spinning machine. As of the end of 2022, Zhongrong Trust has 1,633 existing trust plans, with entrusted assets under management of 629.3 billion yuan, a year-on-year decrease in scale.
Jingwei Textile Machinery stated in the 2022 annual report that it is more difficult for Zhongrong Trust to expand its new business, and its marketing is under unprecedented pressure, especially in terms of post-investment and loan management of stock projects. The breach of contract has entered the stage of deferred disposal, the risk of delay and loss of existing projects has increased, the work pressure in responding to customer complaints and public opinion has increased, and the management of existing business has become more difficult. In addition, affected by capital market fluctuations, there are floating losses in capital market projects.
Yan Maokun said a few days ago that for financial services, the new strategy set by Zhongzhi Enterprise Group is to "strengthen the body and return to the origin". In recent years, the group has continued to slim down and transform in accordance with the new regulations on asset management in accordance with regulatory policies and requirements. For example, trusts have further focused on their main business, significantly reduced financing trust and channel businesses, vigorously developed family trust business, and prevented financial risks.
Changes: executives change defenses and successors may be undecided
In the past year, the "Zhongzhi Department" has frequently caused huge personnel shocks.
Looking back at the "eight chief executives" and many leaders in Xie Zhikun's era, some people have improved to the next level: for example, Yan Maokun, the chief risk control officer, has now become the president of Zhongzhi Enterprise Group.
Someone said goodbye: Chief Economist Wang Yungui, who once served as the director of the Comprehensive Department (Policy and Regulation Department) of the State Administration of Foreign Exchange, resigned in March 2022 due to personal reasons. , ST Yushun's fifth board of directors, etc.
Someone was investigated: Jiang Yulin, the executive director and chief executive officer of Zhongzhi Capital, once served as Secretary of the Party Committee and President of the Yunnan Branch of the Industrial and Commercial Bank of China. In June 2022, Jiang Yulin was subject to disciplinary review and supervisory investigation on suspicion of serious violations of discipline and law. After Jiang Yulin was investigated, Jinhui Technology (formerly known as "Zhongzhi Technology", which is the only Hong Kong-listed company controlled by the "Zhongzhi Group") stated that it was no longer suitable to continue to serve as an executive director and chief executive officer in the company. Send a written notice to him on June 5, 2022 to remove him from his post.
However, the outside world is most concerned about who will become Xie Zhikun's real successor.
According to public information, in terms of direct children, the children of Xie Zhikun and his wife Mao Amin are still young, and the eldest daughter of Xie Zhikun and his ex-wife, Xie Huiyu (Xie Rutong), is also considered a possible candidate. Tianyan Check shows that Xie Huihao is the third largest shareholder of Zhongzhi Enterprise Group Co., Ltd., with a shareholding ratio of 8%. In addition, Xie Huihao's "appearance rate" is not high.
In contrast, Xie Zhikun's nephew, Liu Yang, can be regarded as infinitely close to the power center of the "Zhongzhi Clan". Liu Yang, born in 1975, is the son of Jie Zhikun's elder sister. He was the "right-hand man" of Xie Zhikun. He has worked in many positions in the "Zhongzhi Department" for many years. He once served as the chairman of Zhongrong Trust and the chairman of the board of directors of Zhongzhi Enterprise Group.
On December 19, 2021, Zhongzhi Enterprise Group stated to the outside world that it was entrusted by Xie Zhikun's family and discussed by the group's management.
But as of now, the equity under Xie Zhikun's name has not been transferred to Liu Yang's name.
However, judging from the current actions, Liu Yang's position in the "Zhongzhi Department" has become more and more stable. On November 22, 2022, Zhongzhi Enterprise Group announced that it has recently decided to establish a group strategic reform and development committee, which is composed of the heads of the group and major companies. Senior executives and the chairman of Zhonghai Shengrong, Zhongzhi International, Zhongzhi Capital, Hengtian Wealth, Xinhu Wealth, Datang Wealth, and Gaosheng Wealth are members of the committee.
However, it is not easy for Liu Yang to turn the big ship of the "Zhongzhi Department" around, or even make the elephants dance. Whether the "Zhongzhi Department" can really enter Liu Yang's era remains to be seen.