Taiping Bird'S High-Profile Takeover Of Ningbo Zhong Bai Opened A Secret Past.

The Pacific bird group bought a 100 case in Ningbo and let a mysterious investment company, Ningbo Pan American management company, surfaced.

A form of Ningbo Zhong 100 shareholders, marked in April 13th, has also been held by Ningbo Pan American investment management company (hereinafter referred to as Pan American investment), in addition to the announced remittance trade, Peng Yuan management and Zhang Jiangping, and 0.54% of Ningbo's 1 million 219 thousand shares.

But the company is doubtful of the unanimous action of Taiping bird's holding shareholder, Taiping bird group.

Public information shows that Ningbo Pan American is the fourth largest tradable shareholder of 603877.SH, holding 42 million 160 thousand shares and accounting for 8.77%. Its legal representative and executive director are Zhang Guofang, Zhang Jiangping's father.

In Ningbo's 600857.SH offer, Zhang Jiangping, the real controller of the offer of Ningbo Peng Bo investment, did not include Pan American investment in the sequence of concerted action, which was questioned by all circles.

Peng Bo investment special reply that the largest shareholder of Pan American investment after the actual control per capita is offshore natural persons.

Therefore, although Zhang Guofang and Zhang Jiangping and Zhang Jiangbo are father and son relations and serve as executive directors and legal representatives, "Pan American holdings, buying and selling Ningbo hundred shares is based on their own business judgment and has no obvious correlation with the offer."

Zhang Guofang, the father of Zhang Jiang Ping, has no way of consulting his resume. However, according to public information, Zhang Jiangping was born in 1967 and founded the Taiping bird costume from scratch. This year is 51 years old. So Zhang Jiangping's father is very old.

According to the data from the heaven eye, the largest shareholder of Pan American investment, Dong Jian, is the largest shareholder behind its investment in Hongkong. It is a registered automobile company in East Asia. Zhang Guofang, the second largest shareholder, owns 16.67% of Pan American investment, and the third largest shareholder is Ningbo Zhong Tong investment company holding 8.3% stake. It has a direct shareholding of 90% from Zhang Guofang, and Zhang Jiangping's relative Hu Huida shares 10%.

Ningbo Zhong Tong legal person is Hu Wenping, and Tian Tian shows that he works in Taiping bird group.

At present, it is impossible to find out whether the shareholders of Hongkong East Auto investment company are related to Zhang Jiangping, but Zhang Jiangping relatives including Zhang Guofang have at least 25% of Pan American investment.

Public information also shows that Pan American investment, formerly known as Pan American fashion home textile Co., Ltd. (Pan American home textiles), was founded in 2010. Zhang Jiangping's father, Zhang Guofang, invested 98.67% in the establishment of Ningbo as a legal representative.

The changes in capital stock of Taiping bird show that Pan American investment is the original shareholder of Taiping bird.

In 2010, Pan American home textiles as a new shareholder was introduced into the predecessor of the listed company, Taiping bird fashion dress Co., Ltd. (hereinafter referred to as "Taiping bird dress"), and with 2.07 yuan / share (editor's note: actually paid for capital before the stock reform, equivalent to the share capital after the share reform, for the sake of easier understanding, the following unified "stock") contributed.

Pan American investment in 2012 was one of the sponsors of a joint stock company holding 10.15%.

In 2013, Pan American home textiles introduced the largest shareholder of today's Dong Jian investment consulting (Shanghai) Limited (hereinafter referred to as Dong Jian investment).

In 2015, Pan American home textiles changed its main business home textiles to investment management and changed its name to Pan American investment.

Pan American investment has been involved in gambling.

The prospectus says Dong Jian investment and Proven are controlled by the same controller. The latter is now the second largest shareholder of Pacific bird.

Unlike the Pan American investment, the original shareholder of Taiping bird is different. The timing of Proven entry is the last round of private placement: in 2011, Proven subscribed the registered capital of women's clothing company at a high premium of 320 million yuan, 36 yuan / share. Subsequently, the company accepted the Pan American home textiles and the current director of Pacific bird at the same price.

Manager Chen Hongzhao holds the Pacific bird shares.

List of ten largest shareholder of Pacific bird

In 2013, China Unicom will invest 75% of Pan American investment to Dong Jian investment. This is the most crucial step in the relationship between Pan American investment and Pacific bird. The background is bet on Proven and Taiping bird group. In 2011, Proven added a gambling agreement to its shares, such as the net profit of takyu bird in 2012 is less than 300 million yuan, and Proven or its designated third party has the right to invest in the net investment price of the Pan American investment company holding less than 75%.

According to the explanation of the Taiping bird prospectus, since the operation of Pacific bird in 2012 did not reach the expected level, in 2013, China Unicom invested 75% of its Pan American investment, or 22 million 500 thousand yuan, in the original capital stock, and pferred it to Tung Jian for 65 million 20 thousand yuan. The price was 2.9 yuan / share, which has been equivalent to the original shareholder.

That is to say, Taiping bird admitted that Dong Jian's investment in Pan American investment was a compensation for gambling lost.

Dong Jian investment and Proven are related parties. Therefore, Proven and Pan American investment are also related parties. The controlling shareholders after penetration are all FountainVest China Growth Fund (Fang Yuan Capital China Growth Fund).

In this way, the fund shared 17.5% of the shares of Taiping bird indirectly by Pan American investment and Proven, which cost a total of 520 million yuan.

A brokerage employee questioned the above shareholding structure. He believes that few private equity funds have such a heavy stake in a company to be listed. Such a position in the IPO prospectus of Taiping bird should be able to penetrate the LP of Fangyuan's capital to serve the public.

After the major shareholder of Pan American investment has changed, Fang Yuan has obtained the controlling power of Pan American investment, but has not changed the management of the company. The legal representative and executive director are still Zhang Jiangping's father Zhang Guofang.

Reporters asked a number of securities dealers, they think the Pan American architecture is very rare: "Proven holds 75% of the company's stake, Zhang Guofang continues to be a legal representative and executive director, it is really difficult to understand."

One manager of the securities investment department even thought that he could not exclude Fang Yuan's capital from borrowing the channel to Zhang Jiangping, the real controller of Taiping bird group, so that his father could become a non congruent actor and complete the possibility of "right hand to hand down".

"In the tender offer, such as Peng Bo investment will Pan American investment as a concerted action, which means that with the Pacific bird group should also act as a concerted action, which will affect the Pan American investment reduction plan."

A listed company card generation analysis said.

Pacific bird touched the limit for two consecutive days.

In 2012, a share expansion was made before Taiping bird's share reform, which was converted into registered capital by 320 million yuan capital reserve and its share capital increased from 98 million 890 thousand to 420 million.

According to the prospectus, the lock of Zhang Jiangping and Zhang Jiangbo of the real controller of Taiping bird is three years on a regular basis, while Pan American investment and Proven have only one year's lock up period of their shares, which expired in January 9th this year.

This part of the shares sold to 144 million shares in the period, accounting for 29.89% of the total share capital of the company, including 8.77% of the Pan American investment.

This means that when Zhang Jiangping's shares are still in lock up period, his father can cash in and leave the field without identity.

In January 2017, Taiping bird IPO went public, and its market value exceeded 14 billion 500 million, reaching the highest point in March 13, 2017. It has become another typical example of China's local clothing brand to borrow capital market.

But the performance of the Pacific bird after listing and the performance of the two tier market are not satisfactory.

From March 13, 2017 to the lifting of the ban January 9, 2018, Taiping bird's stock price fell all the way, the weighted average price was 31.6 yuan, a decrease of 14.37%, and the closing price in January 9th was 26.25 yuan, which is close to the IPO issue price.

The two market premium is not enough, which may be the reason why the lifting of the ban shares has not been sold.

Since January 2018, Taiping bird's stock price trend has been on the decline and continues to rise.

After a 100% takeover bid for Ningbo's offer offer, it rose again in recent weeks.

May 8th and 9 were the two consecutive days in which trading reached a record high, reaching the highest level of 34.52 yuan a year and 9 at 33.8 yuan, or 3.05%.

It is worth mentioning that the net profit of Taiping bird group and Taiping bird is declining year by year.

According to the financial situation disclosed in the summary report issued by Peng Bo investment, the total liabilities of Taiping bird group increased year by year, and 2015, 2016 and 2017 were 4 billion 618 million yuan, 5 billion 844 million yuan and 10 billion 95 million yuan respectively. The total liabilities in 2017 increased 72.8% compared to 2016.

The group's assets and liabilities ratio was 2015, 2016, and 2017 respectively, 70.11%, 72.25% and 75.38%, showing an increasing trend year by year.

According to the consolidated data disclosed in the abstract of the tender offer report, the operating income in 2015, 2016 and 2017 was 6 billion 381 million yuan, 10 billion 32 million yuan, and 18 billion 313 million yuan respectively, and the net profit was 450 million yuan, 333 million yuan and 180 million yuan respectively. The group's net profit showed a decreasing trend year after year, but the net profit was only 180 million yuan in 2017.

The operating income of Taiping bird shares has been 5 billion 903 million yuan, 6 billion 320 million yuan and 7 billion 142 million yuan in recent three years, with net profit of 533 million yuan, 421 million yuan and 453 million yuan respectively.

After deducting the net profit of the listed companies, the net profit of Taiping bird group in the past 2015-2017 years was -8282.22 yuan, -8877.34 million and -2.73 billion respectively, showing a large loss. This shows that the group has no other high-quality assets other than listed companies.