According to the announcement, the wholly-owned subsidiary of Chinese media Jiangxi Chinese media Blue Ocean International Investment Co., Ltd. (hereinafter referred to as blue ocean state investment), Jiangxi Dongxu Investment Group Co., Ltd. (hereinafter referred to as Dongtou group), Nanchang Jinkai Capital Management Co., Ltd. and Nanchang Blue Ocean east investment enterprise management consulting Co., Ltd. (tentative name, subject to the name approved by the industry and Commerce) jointly initiated the investment and establishment Nanchang Blue Ocean east investment partnership (limited partnership) (i.e. investor of this transaction) carries out equity investment business.
According to the announcement, Chinese media received the report that Lanhai Guotou group, Dongtou group, Chen Zhichang, Lin Xiaoya, Quanding Capital Management Co., Ltd. (hereinafter referred to as Quanding capital) and zhongshanhaihui Capital Management Co., Ltd. (hereinafter referred to as Fenghui capital) jointly signed the share transfer framework agreement on February 27, stipulating that the investor shall transfer Chen Zhichang and Lin Xiao by means of agreement transfer Some shares of QUANTONG Education held by ya, Quanding capital and Fenghui capital.
According to the disclosure, Chen Zhichang and Lin Xiaoya are husband and wife, holding 100% equity of Quanding capital and Fenghui capital in total. Chen Zhichang, Lin Xiaoya, Quanding capital and Fenghui capital jointly control about 27.56% shares of Quantong education.
It is worth noting that the acquisition and control of Quantong education can be divided into three parts and implemented step by step, with sophisticated operation techniques.
According to the agreement, the first share transfer will not exceed 6.8911% of the total equity of Quantong education. If the transferor intends to continue to transfer the shares held by Quantong education to the investor, the cumulative share transfer proportion will not exceed 18.5% of the total equity of Quantong education.
At the same time, when the formal agreement is signed for the first share transfer, Chen Zhichang, Lin Xiaoya and other parties will also sign the pledge loan agreement and the voting rights entrustment agreement with the investor, which will be provided by the investor. Chen Zhichang, Lin Xiaoya and other parties will entrust the investor with the voting rights of not more than 16.6089% of the total share capital of Quantong education, so that the investor can obtain Quantong education Control of education.
Transfer price floating
At present, the equity transfer price has not been finalized.
According to the announcement, the price of the non tradable shares involved in this share transfer shall be finally determined by the formal share transfer agreement. The pricing principle is: Taking the signing date of the formal share transfer agreement as the base date, Chen Zhichang shall select the base date closing price of the previous trading day, average price of the previous five trading days, average price of the previous 10 trading days, average price of the previous 20 trading days One of the average price of the first 30 trading days shall be the transfer price, which shall be subject to the provisions of the formal share transfer agreement.
Both parties agree that the formal share transfer agreement shall be signed before April 30 of this year, but if the anti-monopoly approval required to be obtained has not been obtained before April 30, the signing date shall be extended to three and a half months from the signing date of the share transfer framework agreement.
At the same time, during the above period, Chen Zhichang, Lin Xiaoya, Quanding capital and Fenghui capital shall not sign any agreement or letter of intent (whether binding or not) with any third party on the matters agreed in this agreement. The above period may be extended with the written consent of both parties.
Recently, due to the popularity of no school suspension, online education stocks such as Quantong education recorded a large increase. According to the above pricing principles, the method of determining the transfer price of the subject shares is more favorable to the transferor.
However, the announcement also shows that the framework agreement signed this time is only an intentional agreement, and whether the subsequent agreement can be signed is uncertain.
Who is the new owner of Quantong education?
In the future, if the transaction goes smoothly, which new owner will Quantong education belong to?
According to Chinese media, the transaction is that blue ocean state investment, a wholly-owned subsidiary of the company, participated in the establishment of a joint venture as one of the main investors, and the joint venture, as the general partner, initiated the establishment of a partnership to acquire the equity of Quantong education. Blue ocean state investment is not a controlling shareholder or actual controller of the joint venture and the partnership. Therefore, after the completion of the transaction, it will not Result in changes in the scope of the companys consolidated statements. The signing of the framework agreement has no significant impact on the companys business performance this year.
According to the previous announcement, among the joint venture Nanchang Blue Ocean east investment enterprise management consulting Co., Ltd., blue ocean state investment holds 49%, East Investment Group holds 31%, Ningbo Yiyang Enterprise Management Consulting Co., Ltd. (hereinafter referred to as Ningbo Yiyang) holds 10%, and Zhejiang Meiya economic and Technological Development Co., Ltd. (hereinafter referred to as Zhejiang Meiya) holds 10%.
Among them, Dongtou group holds 90.09% shares by Chen Dongxu, 2.29% shares by Chen Cailian and 7.62% shares by Huang Liping; Ningbo Yiyang holds 90% shares by Yu Xiaoming and 10% shares by Shen Jia; Zhejiang Meiya holds 40% shares by Xi Yue, 33.33% shares by Yuan Jianhua and 26.67% shares by Lou hang.
Among the investors - Nanchang blue sea east investment partnership (limited partnership), Nanchang Blue Sea East Investment Enterprise Management Consulting Co., Ltd. as the general partner, carries out partnership affairs; the total investment of Nanchang blue sea east investment partnership (limited partnership) is 870 million yuan, of which the total investment of blue sea east investment partnership (limited partnership) is not more than 435 million yuan with its own funds, and the investment ratio is not more than 435 million yuan For example, 50%; Dongtou group contributed 39.89%; Jinkai capital contributed 10%.
Jinkai capital belongs to Nanchang Jinkai Group Co., Ltd. and finally to the state-owned assets supervision and Management Office of Nanchang Economic and Technological Development Zone.
It is not hard to see that although the wholly-owned subsidiary of Chinese media does not have actual control status, it occupies an important position in the joint venture and is one of the core investors. In addition, Nanchangs state-owned capital and many natural persons are also involved.
Bleak former stock king
According to the disclosure, Quantong education has been committed to educational informatization and information service for many years, starting with the interactive service between home and school in the basic education section, and its business has gradually developed to cover different fields of basic education, family education and teachers continuing education, and actively explored and expanded the field of academic and vocational education by means of school enterprise cooperation and professional co construction through subsidiaries.
Quantong education was once a hot online education concept stock of a share. In 2015, its share price once reached a high of 467.57 yuan / share, ranking the first high price in the two markets.
But the concept will eventually fade, and performance is the king. After frequent acquisitions, the performance of Quantong education in recent two years has been rather bleak. According to the 2019 performance express, the operating revenue of Quantong education last year was 718 million yuan, down 14.5% year on year, 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 total operating revenue of Quantong education was about 840 million yuan, with a loss of 660 million yuan.
In September 2019, the above acquisition was terminated for various reasons.
Since then, in December 2019, Quantong education has attracted state-owned assets from Zhongshan, Guangdong Province. Chen Zhichang and Quanding capital transferred 9.18% shares of Quantong education, with a total transfer price of about 310 million yuan. Zhongshan Communications Development Group Co., Ltd. became the second largest shareholder of Quantong education.
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Source: responsible editor of China Securities Journal: Li Zhaoyuan