① According to the announcement, the share transfer will result in a change in the company's largest shareholder, but it will not lead to a change in the actual controller of the company; ② the asset management plan obtained the bond price of the above shares at 15.113 yuan/share, which is slightly higher than the company's current stock price; ③ Although the asset management plan is its largest shareholder, the actual control of Xinji Group is still in the hands of the founder Yin Xingman's family.
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Financial Services Association, November 4 (Reporter Wang Bin) The case where the largest shareholder of Xinji Group (002664.SZ) publicly solicited and transferred all shares of listed companies for the third time has made new progress.
Tonight, Xinji Group announced that on November 1, the company received a notice from the largest shareholder “CITIC Securities CITIC Trust CITIC General Stock Pledge Targeted Asset Management Plan” (hereinafter referred to as the “Asset Management Plan”). The latter plans to agree to transfer 0.104 billion of the company's shares, accounting for 25.54% of the company's total share capital, through public solicitation and transfer, and has commissioned the Shanghai Joint Property Exchange to conduct another public listing transfer.
It is worth noting that after receiving the notice, Xinji Group did not announce it last night (November 3), but instead delayed disclosure until tonight, and the company's stock price is now reported as rising or stopping. This is also the company's first rise or fall in more than half a year.
Looking at the announcement, there is no pledge in the shares to be transferred in this asset management plan. This share transfer will lead to a change in the company's largest shareholder, but it will not lead to a change in the actual controller of the company.
Specifically, the current asset management plan splits the shares to be transferred in a public collection agreement according to a ratio of not less than 5% of the company's total share capital. That is, the spin-off is carried out in five transactions to transfer 2117,1020 shares, 20994660 shares, 20557430 shares, and 2048,7430 shares of Xinji Group shares, respectively.
According to the announcement, the price of this public solicitation and transfer is not lower than the higher of the arithmetic average of the daily weighted average price for the first 30 trading days of the company's indicative announcement date (October 21, 2024) and the company's audited net asset value per share in the most recent fiscal year; and not lower than the settlement price of the shares obtained by China CITIC Bank Co., Ltd., the ultimate equity holder of the asset management plan.
As of November 4, Xinji Group's closing price was 14.95 yuan/share. Based on this calculation, the market value of the shares to be transferred in this asset management plan is about 1.555 billion yuan. According to previous announcements from Xinji Group, the asset management planning party obtained the debt settlement price of the above shares at 15.113 yuan/share, which is higher than the current stock price of the company (without taking into account dividend factors). This probably means that the asset management plan “took over” Xinji Group has hardly made any money for more than two years.
It should be pointed out that although the asset management plan is its largest shareholder, the actual control of Xinji Group is still in the hands of the founder Yin Xingman's family. According to public information, the shares to be transferred by the Asset Management Plan also initially came from the Yoon Heung-man family.
In April 2017, Xinji Industry and Trade, the controlling shareholder of Xinji Group, Yin Xingman, transferred 26% of the shares to Tibet Changying Yunqi Information Technology Co., Ltd. (hereinafter referred to as “Changying Yunqi”). The Yin Xingman family cashed out 2.419 billion yuan, relinquishing the position of largest shareholder, but still retained the position of actual controller.
In December 2021, due to the debt crisis, Changying Cloud delivered 0.104 billion shares of Xinji Group shares to CITIC Securities at a price of 1.572 billion yuan to cover the same amount of debt. In mid-2022, Asset Plan officially became the largest shareholder of Xinji Group.
A Financial Services Association reporter noticed that since June of last year, this is the third time that the Asset Management Plan wants to “liquidate” the Credit Group. In June 2023 and April 2024, Xinji Group announced a public offering to transfer this portion of the shares. Due to failure to solicit eligible intended transferees during the public solicitation and disclosure period, Xinji Group has not been able to do so.
In terms of performance, in the first three quarters of 2024, Xinji Group achieved revenue of 4.476 billion yuan, a year-on-year increase of 36.38%; net profit to mother was 87.1058 million yuan, a year-on-year decrease of 48.42%. The company's gross margin during the period was 8.85%, a year-on-year decrease of 4.82 percentage points. Among them, the company's revenue for the third quarter was 1.609 billion yuan, up 27.63% year on year, and net loss was 8.9659 million yuan, changing from profit to loss year over year.