The Change Of Voyage Of "Pan Hai" Giant Ship: The Fog And Glory Of A "Capital System"

Zhu Yiyi, researcher of 21st Century Capital Research Institute

LETV pulled back 15 trading limits, and some investors re focused on the "Pan Ocean" Minsheng Trust: if FF is listed in the United States successfully, can you claim this interest? Oceanwide holdings only replied that "the creditor's rights of LETV and Jia Yueting have been settled in Minsheng trust".

Oceanwide is another story.

One year ago, on the evening of January 13, 2020, when oceanwide Holdings (000046. SZ) officially announced that the industry classification of the company was officially changed from "real estate" to "financial industry", the comprehensive listed company of "Finance + real estate + strategic investment" created by Lu Zhiqiang has actually started to slide from the highest moment to another cycle.

The 21st Century Capital Research Institute continues to track and understand that, before this, "oceanwide" has been frequent outflow of rumors of layoffs and pay cuts. Earlier, news of pressure on its debt underwriting has been circulating in the circle of creditor's rights.

Oceanwide, the English name of "oceanwide", seems to have the meaning of "stepping on the waves".

The transformation of this "giant ship" is full of regret of cyclical changes, among which there are generational regrets of opportunity and risk rotation, and more of which are the Enlightenment of internal governance of China's capital market.

As the core platform of "oceanwide", the share price of Oceanwide holdings was recently reported at 2.93 yuan / share, close to the historical low in a year.

In response to investors' questions on March 16, the company said, "at present, the company has completed the opening of a special repurchase account, and will implement repurchase at the right time according to the requirements of regulatory rules and the specific situation of the company", releasing the signal of stabilizing the market.

Yiye Zhiqiu: double difficulties in loss and debt repayment

In 2020, the net profit loss of Oceanwide holdings is expected to reach 3-4 billion yuan.

From 2016 to 2019, the net profits of Oceanwide holdings were 3.11 billion yuan, 2.89 billion yuan, 931 billion yuan and 1.09 billion yuan respectively, without any loss.

A lawsuit a few days ago exposed the increasingly tense "money bag" of Oceanwide holdings.

At the end of February, Wuhan Central Business District Co., Ltd. (hereinafter referred to as "Wuhan company") which is the holding subsidiary of Oceanwide holdings and Oceanwide holdings, was sued to Beijing third intermediate people's court by Sino British Yili Asset Management Co., Ltd. for financial loan contract dispute.

Up to now, Wuhan company still has 1.3 billion yuan of loan principal outstanding.

According to the third quarter report in 2020, the total liabilities of Oceanwide holdings is as high as 144.450 billion yuan, and the asset liability ratio is 79.06%.

Among them, the short-term loans are 15.766 billion yuan, and the non current liabilities due within one year are 25.539 billion yuan, but the monetary capital on the book is only 18.868 billion yuan.

Minsheng trust, as the core financial platform of Oceanwide holdings holding 93.42%, has been exposed that many trust projects have been postponed since the second half of 2020, including Zhixin 516 securities investment collective fund trust plan, Zhixin 681 CIMC vehicle IPO investment collective fund trust plan, and Zhixin 828 platinum head commercial real estate collective fund trust plan.

Minsheng trust's weak risk control has been criticized by the industry.

It has stepped on the thunder of Wuhan Jinhuang jewelry 8 billion yuan "fake gold event", Zhixin No. 1095 "radish seal" event, and new Hualian bond default event.

According to incomplete statistics, the amount of litigation disputes or execution initiated by Minsheng trust as plaintiff reached 15.633 billion yuan.

The 21st Century Capital Research Institute learned from sources that Minsheng trust has just cashed in part of the "fake gold event" trust share, but the official did not respond to this.

On January 15, the financial information of the holding financial subsidiary disclosed by oceanwide Holdings: in 2020, Minsheng trust realized 1.07 billion yuan of operating income and 232 million yuan of net profit (without audit), which was 107.02% and 74.33% lower than that of 2019, with operating income of 2.369 billion yuan and net profit of 1.080 billion yuan in 2019.

Minsheng Holdings (000416. SZ), another A-share platform of "oceanwide", is mainly engaged in pawn business and insurance brokerage business: in the first three quarters of 2020, the total operating income was 47.077 million yuan, and the net profit attributable to the parent company was 25.919 million yuan, both of which were double-digit decrease year on year.

In addition, at the level of controlling shareholder China oceanwide Holdings Group (hereinafter referred to as "China oceanwide"), wind data shows that as of June 2020, the total assets of China oceanwide were 305.324 billion yuan, including 240.790 billion yuan of liabilities and 23.437 billion yuan of monetary assets, with an asset liability ratio of 78.86%.

At present, what assets can be moved by "Pan Hai system" in hand?

According to the annual report of A-share platform Oceanwide holdings in 2019, its main overseas assets include: the own funds of overseas subsidiaries in Hong Kong, the United States and Indonesia is 1.933 billion yuan; the book value of real estate development projects in the United States is equivalent to 36.69 billion yuan by the end of the reporting period As of the end of the reporting period, the book value of investment in Minsheng Bank (H-share) was equivalent to 10.381 billion yuan; the book value of overseas securities investment was equivalent to 2.135 billion yuan as of the reporting period; Indonesia Medan coal-fired power generation project had invested 399 million US dollars as of the end of the reporting period; Wework's equity investment had contributed 100 million US dollars.

In addition, the 21st Century Capital Research Institute found that the shareholding ratio of Wanda film (002739. SZ) in the third quarter of 2020 decreased to 0.96%. Previously, in May 2019, Oceanwide holdings held 31.87 million shares of Wanda film, with a shareholding ratio of 1.53%.

Minsheng holdings, another A-share platform, has held shares of Zhongan online (06060. HK), Zheshang Bank (601916. SH), city media (600229. SH) and other listed companies with book values of 25200 yuan, 23900 yuan and 546.7 yuan at the end of the period.

De real estate: the art of transferring hundreds of billions of assets

As a classic case of Chinese business story, under the capital operation of the helmsman Lu Zhiqiang for more than 30 years, "oceanwide system" has been built into a pan sea "giant ship" covering real estate, finance, energy, investment and other diversified industries.

The series expansion has been followed up to now, and some projects have not been finished.

For example, in October 2016, pan Hai's Asia Pacific Global Investment Co., Ltd. spent US $2.7 billion to acquire all the issued shares of the New York Stock Exchange listed company Genworth financial group, which further expanded its overseas territory. If the acquisition is successful, Genworth will become a subsidiary of China oceanwide.

According to media reports in May 2018, China oceanwide announced that its acquisition of U.S. Genworth company had recently passed the transaction review of the US Foreign Investment Commission (CFIUS).

On March 19, insiders of the 21st Century Capital Research Institute learned that the acquisition, which started in January 2016, is still in progress after five years and has not yet completed the delivery.

In 1985, Lu Zhiqiang, then deputy director of the office of Weifang technology development center, resigned from his official post and went to the sea. For 36 years, at present, "oceanwide" assets are now scattered in A-share, Hong Kong stock, American stock, Australia and other capital markets. It includes two companies, namely, Oceanwide holdings and Minsheng holdings of a shares, China pan Holdings (0715. HK) and China Tonghai Finance (0952. HK), as well as Genworth (NYSE: gnw) and cudeco Ltd. (ASX: CDU), a large comprehensive financial and insurance group in the United States.

What institutional people are concerned about is that they have won the full license of the financial industry (including banking, securities, trust, futures, pawn, insurance brokerage, property insurance, Internet finance, guarantee, fund, financial leasing, etc.) and become a super large private financial holding group.

With such a large investment in the financial industry, what makes people curious is the source of funds of the "Pan Hai system".

The 21st Century Capital Research Institute has found that the financing channels of "Pan Hai system" include non-public issuance of stocks and bonds, frequent pledge of shares of listed companies, trust channels, etc.

On the one hand, "oceanwide" refinances through the listing platform. As the core platform of "oceanwide system", since its backdoor listing at the end of 2005, oceanwide Holdings has put forward at least four non-public offering plans, and raised at least RMB 7.7 billion through this way.

On the other hand, both China oceanwide and Oceanwide holdings have issued corporate bonds, corporate bonds, ABS and private equity bonds for many times.

According to wind data, the 21st Century Capital Research Institute roughly calculates that the total scale of bonds issued by China Oceanwide holdings is 34.125 billion yuan, while that of listed companies is 36.55 billion yuan.

In addition, wind data shows that at present, China oceanwide has 14 outstanding bonds such as "20 oceanwide G1", "19 Oceanwide 1C" and "18 Oceanwide 1C", with a balance of 11.378 billion yuan; at the level of listed companies, Oceanwide holdings also has 11 outstanding bonds, such as "16 pan Kong 02", "19 pan control 01" and "19 pan control 02", with a balance of 8.593 billion yuan.

The turning point is that at the end of 2019, the landmark event is the limitation of "financing side".

Since December 2019, oceanwide Holdings has failed to obtain full market subscription for three consecutive public issuance of bonds, and the total capital obtained is less than half of its planned financing amount. For example, on January 23, 2020, Oceanwide holdings intends to issue no more than 1.7 billion yuan of bonds, and the final actual issuance amount is 1.2 billion yuan.

From another financing channel commonly used in the market -- equity pledge as the incision, "oceanwide" frequently pledged the assets held, and also applied the leverage utility to the extreme.

As a financial holding group with complete financial licenses, finance is its easier channel to use.

Prior to this, "Pan Hai" related enterprises were exposed to receive the balance of interest free financial assistance from related parties of 350 million yuan. Some analysts disclosed to the 21st century capital research institute that "interest free financial assistance from related parties" may be related to the financing of its institutions.

Looking for the future: who is the destination

If we say that Pan Hai's "de real estate" is an asset adjustment, at present, its various signs are showing another logic.

At present, the core financial platforms of Oceanwide holdings are Minsheng securities, Minsheng trust and Asia Pacific Property Insurance, holding 44.52%, 93.42% and 51% respectively.

According to the announcement in January this year, Minsheng securities, the most profitable securities, will achieve a net profit of 916 million yuan in 2020; secondly, Minsheng trust will achieve a net profit of 232 million yuan; although Asia Pacific Property Insurance has achieved 5.423 billion yuan in revenue, its net profit is only 61.375 million yuan (not audited).

Industry analysts believe that in the "oceanwide" real estate business faded, financial pressure. Obtaining the main driving force for the giant ship to move forward, namely, capital, has become the focus of a new round of warehouse adjustment of "oceanwide system".

"The company's business development, debt elimination, asset optimization at home and abroad are being carried out in an orderly manner," said Oceanwide holdings in an announcement on February 27.

In addition, in response to investors' questions on March 16, oceanwide Holdings said, "the company will intensify efforts to promote the implementation of the core platform of financial subsidiaries and real estate, and continue to strengthen the core asset profitability improvement, asset disposal at home and abroad, and optimization of asset liability structure.".

The 21st Century Capital Research Institute has found that Minsheng securities has become the primary object of debt de capitalization and fund withdrawal of Oceanwide holdings.

For example, in September 2020, Oceanwide holdings transferred about 3.1 billion shares of Minsheng securities (27.12%) to 22 investors such as Shanghai Zhangjiang group and Zhangjiang High Tech Co., Ltd., which directly reduced the shareholding ratio of Oceanwide holdings in Minsheng securities from 71.64% to 44.52%.

In addition, in December 2020, Oceanwide holdings plans to transfer 2.85% shares of Minsheng securities to three employee stock holding platforms and 0.71% shares of Minsheng securities to Zhuhai Longmen Zhonghong equity investment fund (limited partnership). However, the announcement shows that the above equity transfer has not yet met the delivery conditions.

Due to the natural scarcity, some financial assets of "Pan sea system" are still "expensive". According to the rough calculation of 21st Century Capital Research Institute, only taking the equity transfer of Minsheng securities as an example, oceanwide Holdings has recovered at least 7.346 billion yuan.

In addition to frequent disposals, oceanwide is also selling its properties.

Since 2019, some real estate projects of "Pan Hai system" have been transferred to rongchuang, Lvcheng, Xinda financial leasing, etc., but some of them involving overseas transactions are not so smooth, and some have not been transferred successfully so far.

For example, in January 2020, Oceanwide holdings announced that it wanted to transfer the relevant overseas assets of first street and Mission Street in San Francisco, USA, with a transaction amount of 1.2 billion US dollars. However, after several changes of buyers, at the end of December 2020, oceanwide Holdings said that due diligence could not be carried out normally for a long time due to the impact of the new crown epidemic in the United States, and decided to make a decision with its counterpart, Hony capital mezzanine fund, 2019 Limited ("Hony") terminated the transaction.

Li Jiachao, an industry consultant for M & A, told the 21st century capital research institute that "for example, the investment in energy and mineral resources at that time was a layout of some opportunities, and many overseas acquisitions were highly leveraged ones, and there was a great pressure to repay debts.".

In addition, he believes that "the assets acquired by oceanwide at a high premium at that time may be sold at a discount, so there may be some variables in the sale process."

The ability of "oceanwide" to adjust positions in the future may depend on its subsequent asset reserve corps.

On September 23, 2020, the IPO application of Shenzhen oceanwide Sanjiang Electronics Co., Ltd. (hereinafter referred to as "Sanjiang Electronics") passed the examination of GEM Listing Committee.

According to the draft of the prospectus, in Sanjiang electronics, which is engaged in the research and development, production and sales of fire and security products, Oceanwide holdings directly holds 15% of the shares, and oceanwide investment group holds 60% of the shares. In total, "oceanwide" controls 75% of the shares of Sanjiang electronics.

On March 17, Qingyun Technology (688316. SH), the "first hybrid cloud" landing on the science and technology innovation board, also lurked as a "Pan sea system".

According to the prospectus of Qingyun technology, pan Hai Dingyou (Tianjin) enterprise management partnership (limited partnership) held 1210900 shares before the issuance of Qingyun technology, with a shareholding ratio of 3.41% and a shareholding ratio of 2.55% after the issuance. According to the market value of Qingyun technology on March 18, 3.6 billion, its stock market value is about 900 million yuan.

The "oceanwide system" and the ant group also have a deep intersection.

Through the Tonghai capital controlled by Shanghai Qihong investment center, Shanghai Yunfeng Xincheng investment center and the helmsman Lu Zhiqiang, the "Pan Hai system" indirectly held 65.7 million shares of ant group. According to the listing price of ant group at that time, the stock market value was 4.52 billion yuan. However, the listing process of ant group was urgently stopped by supervision, and "oceanwide" could be said to have lost its IPO wealth Dinner.