Zhou Tianbao's “Car Kingdom” is turbulent and North Song and Liao bleak

Zhou Tianbao, ranked 821th in the Hurun Rich List in 2008, with a net worth of 900 million. He is the actual controller of two listed companies, ST Songliao (600715) and Beitai (02339.HK), and has forged a “car kingdom” that spans the two places. However, at the beginning of the Year of the Ox, Beitai entered a provisional winding-up procedure, and the ST Songliao was also dismal.

Once the prosperity has fallen

Zhou Tianbao controls two listed companies, namely Songliao and Beitai. The former made it possible to obtain a full vehicle production catalog, while the latter is the world's largest auto parts manufacturer and exporter. The "car kingdom" across the two places once flourished.

At the beginning of the Year of the Ox, Beitai entered a provisional winding-up procedure. As of the mid-fiscal period from 2008 to 2009, Zhou Tianbao held a total of 51.91% stake in Beitai through individuals, Mark Up Investments Limited and Century Founders Group Limited. It is the actual controller of Beitai, and also an executive director and chief executive officer. .

The bleakness of the global auto industry and the huge loss of foreign exchange contracts made Beitai overwhelmed. Recently, Deloitte, as a provisional liquidator of Beitai, has taken over its factories in Anhui and Beijing to find potential buyers for the company. Market rumors that "white samurai" sent dark waves to North Thailand.

In ST Songliao, Zhou Tianbao controlled the top two shareholders of the listed company through its own Huahui Holding Group and Zhongshun Industry Holding Group. The actual controller of Shenyang Songliao Enterprise (Group), Songliao Interior Decoration Co., Ltd. and Songliao Parts Co., Ltd., which has a lot of related transactions with ST Songliao, is also Zhou Tianbao.

Zhou Tianbao has access to the entire automotive industry chain through a wide range of stock ownership designs and sells everything from spare parts to complete vehicles.

Following the “accidents” of Beitai, the calmness of the surface of one end of Songliao may have been “relentless”. Huahui Zhongshun Automobile Sales Co., Ltd. controlled by Zhou Tianbao is the first major shareholder of ST Songliao, but it has pledged all of its holdings by lending to natural persons. The second largest shareholder of Songliao, Zhongrun Automobile Brake Co., Ltd., which was controlled by Zhou Tianbao, was illegally sold its shares.

The two major shareholders do not take unusual road financing and their cash flow status is questionable. Compared with the performance of shareholders, ST Songliao is very flat. This listed company is only supported by more than 100 employees, and its main business is also unobtrusive. It is impossible to act as a black horse to save Zhou Tianbao at present, and many related companies do not see the trend of setting off storms. .

When Zhou Tibao’s automobile kingdom is about to fall in Beitai, it will not only fail to follow suit, but is likely to face the worries of retreating across the board.

The biggest customer is the enemy

The big client who had been working with Beitai for 8 years had sued North Tai to the court and had a court meeting.

On December 17, 2008, Shanghai Industrial Investment Group filed a claim with the court and asked Beitai to repay the prepayments, related fees and interest paid for a total of 326.6 million yuan.

It is reported that the cooperation between Shanghai Industrial Investment Group and Beitai began in 2000. Beitai has employed Shanghai Industrial Investment Group as its agent to export related products, and the latter also promised to provide advance payment for Beitai's production. The cooperation was terminated in June 2008, and Beitai shall repay the advance payments, related fees and interest provided by Shanghai Industrial Investment Group in monthly installments from July 2008 to December 2009.

Shanghai Industrial Investment Group stated in its claim that according to the "Contract Law", if there is any default on Beitai, Shanghai Industrial Investment Group has the right to require all remaining instalments to be repaid immediately.

At present, the Shanghai Higher People's Court has issued a freezing order in response to an application from the Shanghai Industrial Investment Group to freeze the Beitai Bank's account and related assets. Before the court lifted the freezing order, Beitai could not use frozen deposits and sell the assets.

“We are confident that we will win the lawsuit.” A related person from the Legal Department of Shanghai Industrial Investment Group told reporters, but he did not want to disclose more. It is understood that the business relationship with Beitai is mainly borne by the trading branch of Shanghai Industrial Investment Group.

The North Tai prospectus shows that as of the three years ended March 31, 2003, Beitai's five largest customers together accounted for approximately 77%, 87%, and 70% of the company's total sales, while Beitai’s largest customer, Shanghai Industrial Investment Group, They accounted for 27%, 62%, and 46% respectively. Beitai’s reliance on major customers, especially Shanghai Industrial Investment Group, is obvious.

In fact, when Shanghai Industrial Investment Group handles export sales, Beitai will introduce its overseas customers to Shanghai Industrial Investment Group, and Shanghai Industrial Investment Group will subsequently order products from Beitai. In the contract, Beitai sold the product to Shanghai Industrial Investment Group as the principal, and Shanghai Industrial Investment Group subsequently sold the product to overseas customers.

Because of the above business framework, Shanghai Industrial Investment Group is regarded as a customer of Beitai. The Northern Thai Board of Directors believes that if the company handles export sales by itself, it will incur additional administrative costs.

At the same time, before Beitai was listed on the Hong Kong Stock Exchange, Shanghai Industrial Investment Group had been serving as a guarantor of certain short-term bank loans of Beitai.

An analyst pointed out that such an important customer deserves close attention at this time. It is reported that Shanghai Industrial Investment Group is a wholly state-owned limited liability company authorized by Shanghai State-owned Assets Management Committee to manage and operate state-owned assets. By the end of 2003, the total assets of the company were 19.37225 billion yuan and net assets of 7.394 billion yuan.

"From the background and financial strength of Shanghai Industrial Investment Group, it is clear that there is a problem with Beitai's cash flow," said the above sources.

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Exchange market drastic changes in North Thailand

Similar to CITIC Pacific, Beitai has also signed several options for reciprocating exchange options. There is a stop-loss point but no stop-loss point in the contract. The drastic changes in the foreign exchange market result in a huge loss to Beitai.

Beitai's interim report from fiscal year 2008 to 2009 (as of March 31, 2009) pointed out that in the first half of fiscal year from 2008 to 2009, the company's turnover in the United States accounted for 39% of total sales, Canada accounted for 22%, and Europe accounted for 18%. %, while China is 21%.

The high proportion of overseas trade and the proportion of the Chinese market is only about 20%, which is a big incentive for North Thailand to purchase foreign exchange contracts.

Beitai has pointed out that the European and American auto markets have become more mature and foreign automakers have focused on the Chinese auto market. It is expected that the Chinese auto market will become one of the world's major growth markets. The company will focus on the development of China’s OE business in the next few years. , providing high-tech auto parts products in the high-end car market.

Advanced technology learned overseas is an important reliance for Beitai Returnees. The company also stated that it will use advanced technologies imported from overseas to upgrade its existing production processes and R&D capabilities, and accelerate its response to domestic market demand to expand its production capacity and product portfolio.

In addition, the company will also step up cooperation opportunities with more foreign car manufacturers and mainstream car manufacturers in China to help customers optimize existing chassis system technology and supply new products, and strive to increase the proportion of China's OE business and China's aftermarket business to the company's total turnover. This proportion was once seen as high as 50%.

Far water can't save near fire. The Chinese business is still under development, and the fire in overseas markets is already raging. The three major automakers in the United States are in critical condition. Nissan Motors has laid off large numbers of employees during the cold winter of the auto industry. The global financial crisis will inevitably affect the sales of Beitai in overseas markets.

Although Beitai’s performance during the financial year 2008-2009 was stable, the company already felt a sharp turnaround in the global economy. The fluctuations in raw material prices and exchange rate markets, and the fog of automotive market prospects, will bring enormous challenges to the company. Apart from the raw material costs and market demand, the volatility of the exchange rate market made Beitai feel like a pinch.

Since July and August 2008, Beitai has signed five forward foreign exchange contracts with several banks. The forward contract is basically a one-year period and expires in July or August 2009. The profit or loss will be calculated on the basis of certain pre-set exchange rates between the Australian dollar and Japanese yen and the New Zealand dollar against the Japanese yen respectively. Yuan pays once every two weeks. The above contract has a profit limit but no stop loss.

In fact, since the signing of the contract, the company has realized a profit of 50 million yuan. However, in early December of last year, changes in the foreign exchange market caused the contract to lose money. As of early January, the total amount of overdue settlements in forward contracts was approximately HK$44 million. In the future, the company may need to bear further losses. Only the company does not want the forward contract to be terminated before it expires, so it may have to pay a significant sum of approximately $24 million.

The “missing” of foreign exchange contracts will result in Beitai’s net profit for the fiscal year 2008-2009 being negative. The interim report shows that Beitai’s net profit is about RMB 200 million.

ST Song Liao bleak business

In addition to Beitai, which is listed on the Hong Kong Stock Exchange, another listed platform of Tianbao is ST Songliao. After several ups and downs, ST Songliao is more like a production workshop for its joint stock company. "Songliao is not like a production-oriented enterprise." One who has close contacts with ST Songliao told reporters.

The huge changes in the number of employees that have been listed so far can be evidence of ST's "dire business". At the beginning of the listing, the company had 3,357 employees. According to ST Songliao's 2007 annual report, as of the end of the reporting period, the company had only 120 employees.

After Chen Chunze lost in the battle of ST Songliao secondary market, Zhou Tianbao entered the ST Songliao. In hindsight, Zhou Tianbao did not actually inject quality assets into ST Songliao's real actions, but intended to obtain ST's automobile production catalog. At present, ST Songliao’s largest source of profit is the equity of Shenyang Zhongshun Automobile Co., Ltd., which is owned by Zhou Tianbao, and it does business with it.

In view of ST's debt to Songliao and the loss of the value of the use of "shell" resources for financing, Zhou Tianbao made special arrangements for ST Songliao. In October 2002, Shenyang Zhongshun Automobile Co., Ltd. was established. This is the first step for Zhou Tianbao to realize the separation of ST Songliao and Zhongshun.

In 2001, the former State Economic and Trade Commission clearly stipulated that if automobile manufacturers did not complete a model automobile product catalog announcement before September 30, 2002, they would cancel the production rights of the auto vehicle. Through the efforts of all parties, ST Songlia completed a catalogue announcement of 5 types of automotive products such as the SLQ6501 in a set period of time to ensure the company’s auto production rights.

The establishment time of Shenyang Zhongshun was so close to the last time limited by the former State Economic and Trade Commission. In fact, in May 2003, ST Songliao changed its name from the name of the manufacturer of automobile products filed in the State Economic and Trade Commission to Shenyang Zhongshun. Automobile Co., Ltd.

After losing the catalog, ST Songlia had the risk of a single product variety and structure. ST Songliao disclosed in its 2007 annual report that the company’s operating revenue mainly relied on the provision of auto bodies and related parts and components for Shenyang Automobile, and that the products and markets were monotonous and that the stability and sustainability of the operation were highly risky. The shortage of liquidity and cash flow weakened the company's ability to expand the market and change the product structure.

In the first three quarters of 2008, the net cash flow of ST Songliao's operating activities was RMB 2.154 million, net cash flow was RMB 3,343,300, and net assets return was only 1.7955%.

The benefit of this investment was ST Songliao’s way of making money, but it was in a “dreadful situation”. The company originally held 50 million shares of Wuhan Securities Co., Ltd., and the book balance of its investment was 50 million yuan. As Wuhan Securities has declared bankruptcy, the company has fully depreciated the investment as of the end of 2006.

Zhou Zhongbao’s Shenyang Zhongshun Automobile Co., Ltd. is also an important project of ST Songliao, because the increase in shareholdings of other shareholders resulted in a decrease in the shareholding of ST Songliao. Currently, ST Songliao only accounts for a negligible 3.2% stake. In addition, due to the loan dispute between the company and Dandong Shuguang Axle Co., Ltd., the company held a 25 million-share equity interest in Shenyang Zhongshun Auto Co., Ltd., which was approved by the Intermediate People's Court of Dandong City, Liaoning Province, on December 22, 2005. freeze.

After Beitai was “endangered”, it was difficult to see that ST Songliao could turn the tide and rescue Zhou Tianbao.

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"Unconventional" Borrowing Suspense

ST Songliao has no winds and no waves in recent days, and its shareholding in the hands of major shareholders of the company has extraordinary changes. During this period, it reveals the extreme desire for cash.

On January 6th this year, ST Songliao announced that on December 28, 2008, the company’s major shareholder, Tianbao Automobile Sales Co., Ltd. and the natural person Dong Wenliang signed the “Loan Agreement,” to ensure that Dong Wenliang’s claim on Tianbao Automobile can be realized and maintained. Reasonable recovery of creditor's rights is expected, Tianbao Auto pledged to hold Dong Wenliang as a loan guarantee with a total of 67.04 million ST shares (accounting for 29.89% of the total share capital) of the ST shares held by it, and the pledge period is one year, that is, since 2008. From the 30th of January to December 29th, 2009.

According to public information, Tianbao Motors pledged all of its holdings in ST Songliao to Dong Wenliang.

There are many ways for listed companies to pledge equity financing. They can be pledged to commercial banks for loans, they can be pledged to obtain entrusted loans, and they can also enter trust schemes. Why choose natural persons?

According to the annual report of ST Songliao in 2002, Shenyang Songliao Enterprise (Group) Co., Ltd., the former controlling shareholder of the company, provided guarantees for the repayment of a loan of 25 million yuan to Shanghai Zhongshun Industrial Co., Ltd. (now renamed Zhongshun Industry Holdings Group). The ST Songliao social legal person held shares of 66.66 million shares were pledged to the latter. Due to the labor dispute dispute between the Songliao Group and the employees, the said shareholding was frozen pursuant to the civil ruling of the Sujiatun District People’s Court of Shenyang City (2003) and the Su Minhechuzi No. 13. Since then, the majority shareholder Yizhu, Songliao Group's shareholding was controlled by Huahui Zhongshun Automobile Sales limited controlled by Zhou Tianbao.

Tianbao Motors pledged its shares in full. Once the lawsuit is filed, will the equity rights be frozen, and then it can be easily changed?

According to the Gold Certificate Consultant, Dong Wenliang is a person who is a financial company of Shenyang Blower Co., Ltd. Borrowing from Tianbao Auto and accepting equity pledge may be a prelude to Shengu Group's backdoor ST Songliao. ST Songliao executives denied this. The executive told the reporter: “The major shareholder of this matter is operating there, and we are not clear about the details.” The reporter called Huahui Zhongshunyi management staff and obtained the following statement: “The major shareholder has no securities affairs department and needs Ask the listed company."

The major shareholders and the listed companies have pushed each other. Who will share the equity pledges to the natural person? Market speculation that major shareholders are looking for such unconventional borrowing channels as natural persons may have very strong capital requirements.

On December 26, 2008, ST Songliao closed at 2.1 yuan. Based on this price calculation, the market value of ST Songliao 6,704,000 shares is 149.784 million yuan. Given that Tianbao Automobile holds a 50% discount for restricted shares, it is still worth about 70 million yuan.

ST Chung Liao II shareholders in the car brake is earlier than Huahui Zhongshun exposed the "find gold" impulse. On November 17, 2008, Zhongrun Brake sold through the Shanghai Stock Exchange block trading platform to Dai Jiming, Zhang Ping, Fu Minfen, Li Na, and Li Yuding, five natural persons, and sold 224.256 million shares of restricted-trading shares of their company. 10% of the share capital.

Prior to the sale of the shares, Zhongrun Brake held a 11.95% stake in ST Songliao. After the sale, it held only 1.95% of the shares and gave up its position as the second largest shareholder of Songliao.

This sale was punished by the Shanghai Stock Exchange. According to the relevant regulations of the "Securities Law", when a shareholder's shareholding reaches 5% of a listed company's issued shares, through the stock exchange's securities trading, the percentage of shares in which the company's equity is owned by the listed company increases or decreases. 5% shall report and make an announcement in accordance with law, and make a report within the reporting period. Within two days after the announcement, no further trading in the shares of the listed company may be conducted. Zhongrun Brake has exceeded the limit of double-sale equity and it is apparent that it has violated the "Securities Law."

The tightness of the capital chain to having to use extraordinary means? ST's "unconventional" behavior of the first and second largest shareholders left a suspense to the outside world.

It's hard for an affiliate

The two listed platforms are dying, and the Songliao affiliate company controlled by Zhou Tianbao is also difficult to pick.

On February 11th, the reporter went to Shenyang and went to find No. 22 Baisong Road, Sujiatun District, where ST and Songliao were located.

At the west gate of Shenyang Zhongshun, No. 77 Yingchun Street, a security guard told the reporter that No. 22 Baisong Road was the address of the South Gate of Shenyang Zhongshun, because the road was rebuilt without a house number. “Songliao Automobile is located in the Zhongshun Factory Area. No sign hanging outside."

In fact, the journey of Shenyang is not always smooth. In the memory of many people in Shenyang, the title of the Liaoning Provincial Football Team in 2003 was the most glorious moment of Shenyang Zhongshun, and it was quiet afterwards. "I heard that the shareholders did not increase investment, nor did they have any new models," said one of Shenyang's brothers.

The reporter observed around the Zhongshun plant area that some of the factory doors were locked and few people had access. “The company has not paid wages for four months.” An employee of Shenyang Zhongshun told the reporter that the company also owed money from several suppliers, resulting in poor supply channels for auto parts.

Zhongshun’s financial difficulties also stretched to Zhongshun Automobile Industrial Park, which is about 1 km away from the factory. The park covers an area of ​​1.1 million square meters, a planned area of ​​300,000 square meters, and an estimated investment of 2.5 billion yuan. It was once the main project of the "2+1" overall industrial planning layout of the Shenyang automobile industry, with an annual output of 150,000. Off-road vehicles, business passenger vehicles and 100,000 commercial vehicles, the project was held in June 2003 opening ceremony, was once placed high hopes for Zhou Tianbao.

However, the reporter found that although it was started more than five years ago, only two plants on the southwest side of the empty park have been built, and on the east side there is a row of concrete columns that are several hundred meters long and 50 meters wide, and weeds are everywhere. No construction staff. "The construction site was suspended more than two years ago and it is said that this plot will be taken back by the government," said the park manager.

Shenyang Songliao Auto Interior Decorations Co., Ltd. and Shenyang Songliao Parts Co., Ltd. are also affiliates of ST Songliao. The actual controllers are Zhou Tianbao, which has a number of related transactions with listed companies. Songliao's 2007 annual report shows that the two companies owed a total of about 52.7 million yuan to listed companies.

The announcement shows that Songliao Interior Decoration Company has registered at Wenzhu Street No. 57, but the reporter found that it is a slightly old residential building with a total of 10 units, surrounded by a large new commercial housing, and there is no factory building. . The traces of Songliao parts and Shenyang Songliao Enterprise (Group) Co., Ltd. (ST Songliao Liaoyuan Controlling Shareholders), which are also controlled by Zhou Tianbao, are also difficult to find. People familiar with the matter said that they are all included in the Zhongshun plant area. within.

For the above three companies, an executive from ST Songliao told reporters that Songliao's interior parts and Songliao's debts to listed companies were legacy debts before Songliao reorganized. The two companies are already in an abnormal situation. Business "state. Songliao Group was formerly a management institution and there was no business in itself.

“When Zhou Tianbao took the ST production in Songliao and got the automobile production catalog, he wanted to immediately shoot it out, but he did not expect the debt after the reorganization to remain unresolved.” A person familiar with the matter told this reporter.

However, the above-mentioned ST Songliao executives did not agree with this statement. He said that ST Songliao transferred the automobile production catalog to Zhongshun Automobile in order to start production operations as soon as possible. "ST Liao took over the past several years to solve the problems left over by history." He also said that the difficulties currently encountered by ST and Songliao and Shenyang are mainly due to the sluggish auto market in the context of macro-control and the financial crisis. "We anticipate that The first and second quarters of this year will gradually warm up."

The reporter also paid a visit to Zhou Tianbao's Huahui Zhongshun Automobile Sales Co., Ltd. (now renamed Tianbao Automobile Sales Co., Ltd.) in Shanghai. The address of the company is No. 4111 Baoan Road, Fangtai Town, Jiading District. The rare thing is that the company's main entrance has no company name. Ask the guard to confirm this is Huahui Zhongshun.

The factory area is very quiet and it is difficult to see pedestrians. Many factories are empty. There are still three construction companies from Zhejiang for Huahui Zhongshunga new plant, construction workers told reporters that it has been covered for about two years. "There are only about 200 people in the factory."

The Zhongshun Industrial Holding Group and Zhongrun Automobile Brake, which are owned by Zhou Tianbao, are also located in Shanghai. The reporter visited the site and has no longer seen the company entity.