Behind the scenes: will the dispute over Xinning logistics control come to an end? State owned assets exceeding 370 million

Source / Changjiang business daily



Author / Ming Hongze





On the evening of July 24, Xinning logistics issued a suspension announcement, saying that the company planned to issue shares to a state-owned enterprise in Henan, which may lead to changes in the controlling shareholders and actual controllers of the company.



If the fixed increase and change of ownership are successfully completed, many problems that perplex Xinning logistics will be solved.



In the past three years, Xinning logistics has continued to suffer losses, with a total net profit loss of about 1.383 billion yuan in three years. Correspondingly, the company's financial crisis broke out. Up to now, the total assets and cash of the company and its subsidiaries frozen by the judiciary is 54.5424 million yuan.



On the one hand, the business performance is poor, and on the other hand, there is a secret battle among shareholders, with fierce competition for control. It can be predicted that as state-owned enterprises bring funds into the ownership, two important issues, such as the fight for control and the financial crisis, will be solved at the same time.



According to the preliminary estimate of Changjiang business daily, a state-owned enterprise in Henan needs to invest at least 370million yuan to become the owner.



The market speculates that a state-owned enterprise in Henan may be Henan Zhongyuan financial holding or its related party. At present, Henan Zhongyuan financial holding holds 7.43% equity of Xinning logistics, ranking the third largest shareholder.



1. Three shareholders may be promoted to major shareholders

Xinning logistics will end the era of no controlling shareholder and no actual controller.

The latest announcement shows that Xinning logistics will implement fixed increase, and the issuing object is a state-owned enterprise in Henan Province. The proportion of shares to be issued is 20% - 30% of the total share capital of the company before the issuance. The announcement said that this matter may lead to changes in the controlling shareholders and actual controllers of the company.

At present, the total share capital of Xinning logistics is 447 million shares. This fixed increase will issue 89.4 million shares to 134.1 million shares.

On July 22, the closing price of Xinning logistics was 5.17 yuan / share, and 80% of the average price in the past 20 trading days was about 4.13 yuan / share. Based on this calculation, the issuing object needs to invest 370 million yuan to 554 million yuan in this fixed increase.

This means that the state-owned assets to be accepted need to contribute at least 370 million yuan.

Xinning logistics has been idle for a long time. In October 2019, jd.com group received 10% of the equity of Xinning logistics through Suqian jd.com at a price of 376million yuan. However, Wang Yajun, the actual controller of Suzhou Jinrong, the major shareholder, plans to sign a "concerted action agreement" with Zeng Zhuo to maintain Wang Yajun's actual controller status. As most of the shares held by Suzhou Jinrong were pledged and frozen, and frequently passively reduced, Suqian Jingdong passively became the largest shareholder. The company has no controlling shareholder and no actual controller.

Jd.com is most likely to become the controlling shareholder of Xinning logistics, but with the reduction of Suqian jd.com, the shareholding ratio fell to 5%, announcing the withdrawal of jd.com, and Zeng Zhuo, the original actual controller, passively became the largest shareholder.

It is worth mentioning that the equity of Xinning logistics held by Suzhou Jinrong was auctioned by the judiciary, and Henan Zhongyuan Financial Holding Co., Ltd. (hereinafter referred to as "Zhongyuan financial holding") spent 271million yuan to auction 7.43% equity of Xinning logistics, becoming the third largest shareholder.

In February this year, Zhongyuan financial holding and Zeng Zhuo unexpectedly jointly requested the company to hold an extraordinary general meeting of shareholders to consider the relevant proposals for the by election of Hu Shihan and Li Chaojie as non independent directors of the company, but the board of directors and the board of supervisors of Xinning logistics rejected the above proposals and proposals. The reason is that the company believes that Zeng Zhuo, one of the convening shareholders, has used the company's subsidiaries to provide guarantees to him in violation of regulations, which belongs to the situation that listed companies are not allowed to be acquired under the administrative measures for the acquisition of listed companies. After being rejected one after another, on February 9, Zhongyuan financial holding and Zeng Zhuo held an extraordinary shareholders' meeting on their own.

When the shareholders and the company's management were "fighting" with each other, the regulatory authorities rushed out. Shenzhen Stock Exchange issued a letter of concern to the board of directors of Xinning logistics, requesting verification and explanation on a series of suspicious matters.

For the above behavior, the market believes that Zhongyuan financial holding has the intention of seeking control of Xinning logistics. Zhongyuan financial holding has four shareholders, with Bank of Communications International Trust and Bairui trust holding 30% respectively, Zhengzhou development investment group and Henan development investment group holding 30% and 10% respectively. According to this judgment, Henan state-owned assets is its controlling shareholder.

To sum up, market analysts said that a state-owned enterprise in Henan, which Xinning logistics changed its ownership this time, is most likely Zhongyuan financial holding or a state-owned enterprise associated with it.

2. The financial crisis broke out and 50 million assets were frozen

It is urgent for Xinning logistics to change its ownership and seek change.

On the evening of July 20, Xinning logistics released the progress announcement of lawsuits involving overdue bank loans. Recently, the company received the civil ruling delivered by the people's Court of Kunshan City, Jiangsu Province, sealing up the properties and matured debts of the company's subsidiaries Kunshan Xinning logistics and Jiangsu Xinning modern logistics, with a limit of 23 million yuan.

As of the announcement date, the frozen net assets of Kunshan Xinning logistics and Suzhou Xinning logistics were 29.3057 million yuan and 10.59 million yuan respectively, and the frozen bank accounts of the two companies were 14.6467 million yuan. So far, the assets and cash of the two subsidiaries have been sealed up and frozen for a total of 54.5424 million yuan, and the applicants are all banks.

The overdue bank loan involved in litigation is the embodiment of the financial crisis of Xinning logistics. In recent years, Xinning logistics has achieved poor business performance and has almost no hematopoietic capacity.

Xinning logistics entered the A-share market in October 2009. In the year of listing, the net profit attributable to the shareholders of the listed company (hereinafter referred to as "net profit") was 26 million yuan, a year-on-year increase of 27.30%, while the net profit after deducting non recurring profit and loss (hereinafter referred to as "deducting non net profit") was 20 million yuan, a year-on-year decrease of 2.12%. From 2010 to 2015, the net profit realized by the company was 17 million yuan, 09 million yuan, 09 million yuan, 5 million yuan, 6 million yuan and - 110 million yuan respectively, hovering at a low level and falling into a loss in 2015. The corresponding non deduction net profit was 10 million yuan, 07 million yuan, 06 million yuan, 01 million yuan, 06 million yuan, -108 million yuan. Except for the unexpected growth in 2014, the rest of the years were declining and fell into a loss in 2015.

In 2016 and 2017, its net profit was 61 million yuan and 144 million yuan respectively, with a year-on-year increase of 155.57% and 136.15%, and the corresponding non net profit deducted was 34 million yuan and 67 million yuan, which improved significantly for two consecutive years. Unfortunately, the good times are not long. In 2018, the company's net profit and non net profit decreased significantly.

From 2019, the operating performance was even worse. From 2019 to 2021, the net profit of the company lost 582 million yuan, 612 million yuan and 189 million yuan respectively, and the net profit deducted was 498 million yuan, 630 million yuan and 179 million yuan respectively.

From 2019 to 2021, the company suffered losses for three consecutive years, with a cumulative loss of 1.383 billion yuan.

The continuous loss of business results from a failed acquisition. In July 2015, Xinning logistics spent 720million yuan to issue shares to eight counterparties including Zeng Zhuo and Tan Pingjiang to purchase 100% equity of Guangzhou Yicheng Traffic Information Co., Ltd. (hereinafter referred to as "Yicheng information"), by which the company entered the field of satellite navigation and positioning operation services. Zeng Zhuo was the chairman of Yicheng information at that time. He became the largest shareholder of Xinning logistics through this transaction.

Yicheng information did not meet expectations. Xinning logistics announced that due to the poor management of the management team and the decline of product competitiveness, Yicheng information has suffered continuous losses for many years, and its business situation has further deteriorated due to the impact of the epidemic and other factors. In order to maintain its normal operation and strive to improve its operating conditions, Xinning logistics continuously injected working capital into it. At the end of 2020, the company adopted the way of changing the management team to save Yicheng information, but with little effect.

By the end of 2021, after waiving the debt of 208 million yuan of Yicheng information, Xinning logistics sold Yicheng information to two natural persons at a price of 600000 yuan.

By the end of the first quarter of this year, Xinning logistics' asset liability ratio had reached 94.05%, which was almost insolvent.

The change of ownership planned by Xinning logistics this time is carried out by issuing shares. If it is successfully implemented, the financial crisis of the company will be effectively resolved.

Source / Changjiang business daily



Author / Ming Hongze