The investor is a joint venture jointly invested and established by Jiangxi Chinese media Blue Ocean International Investment Co., Ltd. (hereinafter referred to as blue ocean state investment) and Jiangxi Dongxu Investment Group Co., Ltd. (hereinafter referred to as Dongtou group), and the joint venture is a new partnership established by the general partner. As of the signing of the agreement, the investor has not completed the registration procedures for industrial and commercial establishment.
According to the announcement, in addition to the transfer of the above shares, the actual controller of Quantong education also said that it would entrust the investor with no more than 16.6089% of the voting rights of the total share capital, so that the investor could obtain the control right of the company. If the transferor intends to continue to transfer the companys shares held to the investor, the cumulative share transfer proportion will not exceed 18.50% of the companys total share capital.
It means that the purpose of the investor this time is directly to take charge of all inclusive education. In order to express their sincerity, blue ocean SDIC and Dongtou group need to pay RMB 50 million as earnest money within 5 days after signing the agreement. At present, the transaction pricing has not been announced in the equity agreement. If the latest closing price of Quantong education is 7.5 yuan / share and the total market value is 4.757 billion yuan, the capital of the investors share transfer will reach 328 million yuan.
Who is the owner?
Chinese media also announced the announcement together with Quantong education. From the announcement of Chinese media, we can know that Lanhai Guotou, one of the main investors of this time, is a wholly-owned subsidiary of Chinese media.
According to Tianyan, Dongtou group is an education industry group headquartered in Nanchang, Jiangxi Province. Its business mainly involves education, real estate and finance, and it is known as the leader of Chinas education real estate. At present, its education sector mainly includes two subsidiaries, golden sun education and Zhonglun education.
Before this time, Chinese media and Dongtou group did not hold shares of Quantong education. In addition, tianyancha data shows that before this, Chinese media and Dongtou group had less linkage in equity investment.
Only Jiangxi nubeiqi network media Co., Ltd., which was just established last week, can be found in the public information. This is an enterprise directly owned by Dongtou group and indirectly owned by Chinese media through Jiangxi Hongxing media group. The registration date is February 20, 2020, with a registered capital of 24 million yuan. Its business scope is software development, digital culture and creative software development, etc.
Jiangxi publishing group, the parent company of Chinese media, has made frequent capital moves in the past two years. Last year, it just became the leader of Ciwen media, which has not yet reached its first anniversary.
Why transfer control?
In recent two years, the actual controller of Quantong education has been actively looking for a share offerer.
According to the third quarter report of 2019, Chen Zhichang holds 24.02% of the shares of Quantong education, Lin Xiaoya holds 2.58%, Chen Zhichang and Lin Xiaoya are spouses, and Quanding capital and Fenghui capital held by them respectively hold 9.08% and 1.07%, totaling about 36.75%.
At the end of last year, Chen Zhichang and Quanding capital transferred part of their equity to Zhongshan Transportation Development Group Co., Ltd., a local state-owned enterprise in Zhongshan, Guangdong Province. Zhongshan Transportation Development Group Co., Ltd. became the second largest shareholder of Quantong education, holding 9.18%.
At present, the total shareholding ratio of Chen Zhichang and his concerted actors has dropped to 27.5645%, and Chen Zhichang himself, as the single largest shareholder, has dropped to 18.282%. According to the equity transfer framework agreement, after the proposed transfer of 6.8911% shares and 16.6089% voting rights, the voting rights of Chen Zhichang and his concerted actors will be reduced to less than 11%, slightly higher than 9.18% of the new Zhongshan traffic development group.
It is worth noting that in March 2019, Quantong education planned to acquire 96% of the equity of Hangzhou bajiuling cultural creative Co., Ltd. owned by Wu Xiaobo, a well-known financial writer, with a transaction consideration of 1.5 billion yuan, before it planned to transfer its controlling equity to China group and Dongtou group. However, the transaction was finally terminated six months later due to the failure to reach a final consensus on transaction pricing, performance commitment and compensation arrangements.
The main reason for the active introduction of shareholders or even the transfer of control rights by the actual controller is still that the performance of Quantong education in recent two years is unsatisfactory. The companys 2019 performance express recently showed that the operating revenue of Quantong education last year was 718 million yuan, a year-on-year decrease of 14.5%, and the net profit attributable to shareholders of listed companies was a loss of 730 million yuan.
According to Quantong education, the companys losses are mainly caused by the impairment of assets, mainly goodwill. In 2018, the income of Quantong education was 840 million yuan, with a net loss of 660 million yuan. However, the high value of goodwill impairment is related to the frequent M & A before Quantong education.
It can be said that high-profile M & A to form high-value goodwill is the most fundamental reason for the ultimate change of ownership of general education. Because the high goodwill finally affects the performance due to the impairment, the share price of Quantong education, which has no performance support, has declined all the way, which will make the actual controllers share pledge appear the risk of position explosion, and finally have to urgently seek for share transfer.
The share price once surpassed Maotai as the king of shares of the two cities. At present, the total market value is only 4.757 billion yuan, which is 90% lower than the highest market value in 2015.
However, the share pledge ratio of Chen Zhichang and his concerted actors is not low. According to the latest data, Chen Zhichang, Lin Xiaoya, Quanding capital and Fenghui capital pledged 116 million shares, 35.5609 million shares, 13.4 million shares and 6.76 million shares respectively, accounting for 76.09%, 61.78%, 81.90% and 99.92% of their shares respectively.
According to wind statistics, Chen Zhichang has a number of equity pledges that will expire from April to July this year, many of which are shares pledged in 2017 and then extended after 2019. After the pledge, Quantong education has fallen by more than 30% so far, and there is a risk of exposure.