The products of jiayuan Real Estate have not breached the contract. Does Luo Bancheng still let Shen Tianqing be a "receiver"?

Earlier, the media reported that jiayuan real estate defaulted on 50 million yuan. Jiayuan South (Shenzhen) Group Co., Ltd. (hereinafter referred to as Shenzhen Jiayuan South) settled on the Gold Exchange through Shenzhen Hong Qian Asset Management Co., Ltd. (hereinafter referred to as Hong Qian Assets), and actually raised 5,654,380,000 yuan. Shenzhen Jiayuan South has arranged to pay the due part, and the financing balance is 30 million yuan, which has not yet expired. Previously, there was a misunderstanding with the organization in the repayment and payment link, and now both parties have settled it through consultation.

However, Jiayuan Chuangsheng Holding Group Co., Ltd. (hereinafter referred to as Jiayuan Chuangsheng), the parent company of Jiayuan Real Estate, has been under great pressure recently. According to Enterprise Alert, at present, Jiayuan Chuangsheng still has 8 bonds with a scale of 4.33 billion yuan, of which 4 bonds will expire in 2022 with a maturity scale of 654.388+93 billion yuan.

In addition, Jiayuan Chuangsheng has delayed the payment of the final purchase price, which has been postponed for the second time. At the end of last year, Jiayuan Chuangsheng and Shanghai Zhong Jie Enterprise Management Center (Limited Partnership) (hereinafter referred to as Shanghai Zhong Jie) acquired the real estate business of Zhongtian Finance (000540), a listed company. SZ), namely Zhongtian Chengtou Group Co., Ltd. (hereinafter referred to as Zhongtian Chengtou), has a total transaction price of 8.9 billion yuan, with 7.32 billion yuan still outstanding.

Jiayuan Chuangsheng's acquisition of Zhongtian Chengtou was regarded as a "snake swallowing elephant" by the outside world. There are rumors of default from the beginning, and the maturity date of bonds is approaching, which makes the outside world pay more attention to whether the transaction can be successfully completed.

Zhongtian Finance's "Pickup Man"

The acquisition that lasted for half a year was full of twists and turns.

Zhongtian Finance is the first listed company in Guizhou and the largest private enterprise in Guizhou at present. In the past 43 years, its director, Luo Yuping, was famous as a real estate developer. Luo Yuping, who has been the richest man in Guizhou for many years, is called "Luo Bancheng" in Guiyang.

In August of 20021year, Zhongtian finance, which had been planning to divest its real estate business, finally found its own takeover party.

At that time, Zhongtian Finance planned to transfer 0/00% equity of Zhongtian Chengtou1800 million yuan to Jiayuan Chuangsheng. However, on February 2, 65438, Zhongtian Finance announced that the acquirer had become Jiayuan Chuangsheng and Shanghai Zhong Jie, and the transfer price was halved to 8.9 billion yuan. Among them, 99% equity was transferred to Shanghai Zhong Jie, and 1% equity was transferred to Jiayuan Chuangsheng.

According to the announcement of Zhongtian Finance, the newly added Zhong Jie is not an "outsider". Established in April, 20021year, apparently for acquisition. Its shareholders are all from Zhejiang-Hangzhou Renhe Zhiben Equity Investment Management Co., Ltd. (hereinafter referred to as Hangzhou Renhe), Jiayuan Chuangsheng, Renhe Zhiben Co., Ltd. (hereinafter referred to as Renhe Zhiben) and Zhejiang Defeng Kechuang Group Co., Ltd. (hereinafter referred to as Defeng Kechuang), holding 65,438+0%, 3%, 47% and 49% shares of Shanghai Zhongjie respectively. Among them, Zhao Jianzhong, the founder of Defeng Kechuang, was a senior executive of jiayuan Department.

Regarding the sudden decrease of 9.097 billion yuan in the transaction price, Zhongtian Finance said that at the request of the other party, 8.32 billion yuan of accounts receivable of Zhongtian Chengtou were transferred to other wholly-owned subsidiaries, and the net assets of Zhongtian Chengtou decreased by 8.32 billion yuan compared with June 30, 2002/kloc-0.

This unusual transaction quickly attracted the attention of Shenzhen Stock Exchange. Issues of concern to Shenzhen Stock Exchange include deposit payment and subsequent performance ability.

Zhongtian Finance said at that time that the total transaction price was 8.9 billion yuan, Jiayuan Chuangsheng had paid a deposit of 65.438+0.58 billion yuan, and the remaining 7.32 billion yuan would be transferred to Shanghai Zhong Jie for payment. As for the price of the second and third equity transfer, Shanghai Zhong Jie plans to raise funds by means of free funds, capital increase by partners, introduction of other strategic limited partners and loans from financial institutions. Zhongtian Finance also believes that Jiayuan Chuangsheng and Shanghai Zhongjie have strong willingness and ability to perform their duties.

However, Jiayuan Chuangsheng and Shanghai Zhong Jie did not pay as scheduled. On June 5438+ 10 this year, Zhongtian Finance announced that it had not received the second equity transfer payment of RMB 2.959 billion from Jiayuan Chuangsheng and Shanghai Zhong Jie.

At that time, most market news believed that Jiayuan Chuangsheng and Shanghai Zhong Jie constituted a substantial breach of contract.

According to the media "Guo Chao said", jiayuan did not breach the contract, and the reason for the delay in the payment of the second equity transfer payment was mainly that Zhongtian Finance defaulted first, and its financing in Ping An Bank had already substantially defaulted. Without the written permission of Ping An Bank, Zhongtian Finance shall not dispose of any assets within the Group, including but not limited to the disposal of 65,438+000% equity of Zhongtian Chengtou.

There is also a circular letter stamped with the official seal of Ping An Bank Huizhou Bank as evidence.

According to Zhongtian Financial Announcement, Jiayuan Chuangsheng and Shanghai Zhong Jie/KLOC were granted a grace period of 0/5 days. But after it expires again, the other party still hasn't paid.

On February 8, Zhongtian Finance announced that the final payment period of the second phase of transfer payment was pushed to March 28, 2022 through consultation between both parties; The final payment period of the third equity transfer payment was pushed to June 28, 2022.

In just half a year, this transaction has experienced discount, extension and further extension. Can March 28th go smoothly?

Green Brothers Jiayuan International

The controlling shareholder of Jiayuan Chuangsheng is Shen Tianqing, and he also has a listed real estate enterprise-Jiayuan International (2768. HK)。

In July 2020, Jiayuan Chuangsheng sold 0/00% equity of Wuxing Electric Appliance/KLOC-to JD.COM Mall, and its main business was real estate development and sales. Its main platform is Zhejiang Jiayuan Real Estate Group, a wholly-owned subsidiary.

As both real estate businesses, Jiayuan Chuangsheng and Jiayuan International are "brother and sister".

In recent years, Shen Tianqing frequently injected high-quality projects from jiayuan International into jiayuan International at low prices. Jiayuan International, which has been "fed", not only attracts attention in the industry with a gross profit margin of 202 1 about 32%, but also becomes a green-stall housing enterprise with all the "three red lines" up to standard.

But many people in the industry question the "green" quality of jiayuan International.

The analysis from the media "Hydrogen Finance" points out that there is a mystery in the statistical caliber of jiayuan International's green file. For example, its cash debt ratio of 65,438+0.29 only involves short-term loans of 86,543.8+0.28 billion yuan, but does not include notes payable, non-current liabilities due within one year and other subjects.

In addition, there are 7 US dollar bonds of Jiayuan International, the scale of which exceeds US$ 654.38+03 billion, of which 5 bonds have a coupon rate of over 654.38+02%. The maturity date of the latest bond is 654.38+065.438+0 on March 2022, with a scale of 65.438+032 billion US dollars (the current price is still above 90 US dollars).

Although in 2020, the balance of Jiayuan International Trust Loan will drop to 65,438+07%. Judging from the trust products publicized by CITIC Deng, Jiayuan currently has 13 trust products, the largest of which is "Jiayuan Qingdao No.2 Financing Collective Fund Trust Plan" with a total amount of 4 billion yuan.

Jiayuan International's total revenue in 2020 is18.363 billion yuan and its net profit is 354.38+0 billion yuan. By the end of the third quarter of 2002/kloc-0, Jiayuan Chuangsheng's interest-bearing liabilities reached 654.38+08.894 billion yuan, including 3.86 billion yuan in short-term debt and 4.54 billion yuan in cash.

Zhang Zeng, a real estate analyst, said that in order to achieve the sales target of 1000 billion yuan, jiayuan has been seeking large-scale expansion, which is bound to push up leverage. Although jiayuan's debt ratio is not high, and the three red lines of real estate are all green files, it is a big problem to expand by borrowing heavily when the absolute value of corporate debt is not small.

20 19 After the intraday plunge in jiayuan International, Dennis Huang, president of Huisheng International Capital, told CBN that Shen Tianqing had many platforms besides jiayuan International, and he didn't know the flow of other money. It is not excluded that there are too many cups with insufficient lids, which may easily lead to serial explosions.

As Shen Tianqing's "double-sided integration" platform, Jiayuan Chuangsheng and Jiayuan International both face certain financial pressure.

Shen Tianqing and "Jia Yuan System"

Shen Tianqing, founder of Jiayuan Department, 1959, was born in Qingshi, Tongxiang, Jiaxing, Zhejiang. After graduating from junior high school, I worked as a village accountant, during which I founded Zujia Leather Shoes Factory, a township enterprise. Because of the good performance of the enterprise, Shen Tianqing was promoted to deputy director of Jiaxing Township Enterprise Bureau, and was transferred to director of Jiaxing Shenzhen office three years later.

During his stay in Shenzhen, Shen Tianqing transported white factory silk from the mainland to Shenzhen and sold it to Hong Kong businessmen, earning more than 2 million yuan a year, so he was labeled as a "hat" for speculation. Shen Tianqing felt that he was not suitable for being an official, so he resigned and started a business.

1995 founded Jiayuan real estate company in a small building in Jiaxing and began to enter the real estate business. This produced the later Jiayuan Chuangsheng. 20 18, 10 Shen Yuxing ranked 62nd on the Forbes China 400 Rich List with a wealth of 25.53 billion yuan.

In less than 30 years, Shen Tianqing and jiayuan have owned six public companies, including: Shenzhen Beautiful Ecology (0000 10. SZ)； Jiayuan international and jiayuan services (1 153. HK), a real estate company listed on the Hong Kong stock market; Xigu (83608 1. NQ) new third board; Yuan Bo Holding Company and United Tin Mining Company are listed on the Australian Stock Exchange.

Shen Tianqing said at a departmental meeting in Jiayuan Chuangsheng, "After all, there are not many people in this world who can be generals and marshals, but I can. Its self-confidence is evident.

Although the funds of "Jiayuan Department" are widely distributed, it is not so smooth in the capital market in recent years. 20 19 The share price of jiayuan International (2768.HK) controlled by Shen Tianqing plummeted due to malicious short selling by investment institutions. This veteran can't help but sigh "Who knew the capital market was so complicated".

On March 1 1 day, 2020, Beautiful Ecology issued the Announcement on the Progress of Filing Investigation and Risk Warning. The reason is that Beautiful Ecology was inquired by Shenzhen Stock Exchange for many times on 20 19, and was put on file for investigation for two reasons: shareholder Wang Rennian's compensation for illegal performance and disclosure of illegal information.

Beautiful Ecology was warned of the delisting risk by the exchange because the continuous net profit of 20 17 and 20 18 was negative, and it was "ST". In 20 19, due to the sale of two wholly-owned subsidiaries, the net profit increased and turned losses into profits.

Up to now, the total market value of A shares, Hong Kong stocks and companies listed on the New Third Board is about 654.38+07 billion yuan. Can Shen Tianqing finally give Luo Bancheng the remaining 7.3 billion purchase money?

Do you think jiayuan Chuangsheng can complete the acquisition of Zhongtian Chengtou? Welcome to leave a comment!