Sit Down To Collapse, Transform Into Shell Stocks: Modern Avenue, Noisy?

The 002656.SZ, which was launched in 2012, has been pits in real estate this year.

In August 23, 2019, the company announced that the account was frozen and found that there was a case of illegal guarantee after self-examination. In November 20th, it was announced that the shares of the controlling shareholder might face passive reduction.

Fengyun Jun opened its annual earnings report and announcement, found that this company in recent years in the reorganization and transformation of the road crazy "death", but in exchange for just on the break even line struggle for more than 5 years, do not let small shareholders and regulators worry.

Today I want to talk about the story of this company.

First, the assets of the company are frozen, which is caused by the breakup of the capital chain of the controlling shareholder.

Ruifeng group currently holds 27.56% stake in the company, is the controlling shareholder of the company, the real controller Lin Yongfei holds 70% stake in Ruifeng group, directly and indirectly holding 28.61% stake in the company.

(1) real person's illegal guarantee

In April 10, 2018, the loan contract between Li Gen Xiao and Li Jia Xiao was signed. The former agreed to provide loans for the latter with no more than 100 million yuan.

On the same day, the controlling shareholder signed a guarantee contract with the small loan in the name of the company, providing joint and several liability for the above debts.

In December 20, 2018, the garden company signed the "comprehensive credit contract" with the Macao International Bank Guangzhou branch. The Macao International Bank awarded the former 100 million yuan credit line.

On the same day, the controlling shareholder and the Macao International Bank signed the certificate of deposit pledge contract, which guaranteed the debts of the listed company subsidiary, Guangzhou and Cafu, which was deposited in the 103 million yuan time deposit of the Foshan branch of Macao bank for the company in the garden.

The above two loans are guaranteed by the listed company, but they are not considered by the board of directors or shareholders' meeting. It is Lin Yongfei's personal behavior.

Generally speaking, when I do not wait for the listed company to see in the eyes, the urinal general eating melon people already know that the company has the undisclosed external guarantee, it is often too late, has arrived the happy moment of happy father and happy plate.

If we had not done something wrong, how could we not disclose it? Moreover, the trend of this kind of plot is generally not guaranteed by the guarantor.

A year later, in August 21, 2019, the company found that Cafu's 103 million yuan deposit certificate had been deducted by the bank in Guangzhou. Up to November 12, 2019, a total of 49 million 850 thousand of the other bank accounts had been frozen.

(two) the guarantee object is a controlling shareholder's company.

What is the relationship between Guarantee Corporation and listed companies?

According to the information released by the company, the controlling shareholder Ruifeng group holds 53% stake in Li Jia Xiao loan, Yan Yan, Weng Huayin and others hold the remaining 47% stake; Ruifeng group holds 90% stake in garden company, Weng Wu you holds 10% stake.

Who is the natural person who marked the red box in the above picture?

According to the IPO instructions, Weng brothers and Yan Yanxiang are both the family members of the spouse of the owner of the human forest, and four of them constitute concerted action.

Therefore, the controlling shareholders and their concerted persons actually hold 72% stake in Lijia small loan and 100% equity in the garden, which is the controlling shareholder's own assets.

The reason why Lin boss used the assets of the listed company to guarantee the two companies is very clear: they are short of money, and the listed companies are public. So we intend to let the listed company selflessly sponsor.

Besides, the controlling shareholders are also very embarrassed. There is no way to deal with it. After all, the stock of their pledge has been on the verge of being forced to liquidate.

(three) delayed and supplementary pledge is finally forced to close.

Since July 2013, the controlling shareholder has undertaken the first pledge business.

It is not a big deal for shareholders to get some money through equity pledge.

However, from the resumption of trading in April 27, 2018 to November 28, 2019, the stock price of modern Avenue dropped from 15.17 yuan to 3.58 yuan, or 76.4%, and the shareholding value of controlling shareholders shrank sharply.

Reluctantly, the controlling shareholders handled the pledge extension in April 24, 2018, May 25th and July 25th respectively, and supplemented pledge in May 25, 2018, February 1, 2019 and April 4th.

According to Choice, as of April 9, 2019, the total number of collateral held by controlling shareholders accounted for 86.01% of the total shareholding.

The pledge period is simply a delay in repayment. Supplementary pledge is a measure to supplement the number of pledge shares to safeguard the interests of the mortgaged parties when it is about to open the line.

One can know the autumn season. When the above situation occurs again and again, it shows that the mortgage chain of the mortgaged party has been very tight. With the further decline of the stock price, there may be a risk of forced liquidation.

It will still come: in March 7, 2019, about 136 million shares of the controlling shareholders and their concerted operations were frozen because of disputes arising from the pledged repo debt of Founder Securities (8.250,0.44,5.63%).

On 10-18 September 2019, fangzheng securities holdings held 6 million 350 thousand shares of controlling shareholders. In November 2019, China Aviation securities also reduced 100 shares symbolically. If no measures were taken, China Aviation securities would continue to reduce its holdings.

Two, the failure of the suspected carrier, the stock price plummeting.

(1) suspension of takeover - failure - a strange phenomenon of resumption of trading down.

Why does the stock market fall so strongly? Let's take a look at the company's news situation.

In February 2, 2018, the listed company announced the acquisition of Harbin Mai yuan Agel Ecommerce Ltd (hereinafter referred to as "Harbin Mai yuan"), and the stock was suspended.

In April 27, 2018, the agreement was terminated because the core terms were not agreed. The same day the stock price resumed, that is, the 4 limit.

The stock price continued to run smoothly for about a month, and the company stopped selling its assets once again because of the issue of the issue of shares. The acquisition target is Zun Hui (Beijing) Brand Management Co., Ltd.

In October 19, 2018, the takeover was terminated after the resumption of trading.

After the weekend, the stock stopped trading for the third time.

In October 22, 2018, the company issued a major asset restructuring plan to sell to the controlling shareholder Ruifeng group 100% of the company's headquarters building and its subsidiaries.

After a series of suspension, this time even the intermediaries were too late to invite, and finally invited the Shenzhen Stock Exchange to inquire.

In the reply letter, the company indicated that there was an error in understanding the asset reorganization, and it was adjusted to sell the shares that were pleasing to the heart, only to sell the headquarters building, so that it would not constitute a major asset reorganization.

After the resumption of trading in November 7th, the stock price of the company finally dropped and began to go up.

However, in December 20, 2018, when there was no bad news, the stock price suddenly dived without any sign, and it fell for 4 consecutive trading days.

(two) behind the collapse, "Zhuang" can not sit still.

Coincidentally, in the fourth quarter of 2018, the number of shareholders in the company increased significantly.

We analyze the shareholder's household and stock price chart.

The number of shareholders in the early 2017 to the end of 2018 showed a gradual decrease and then a rapid increase.

From the end of the first quarter of 2017 to the end of the first quarter of 2018, the number of shareholders decreased from 9028 to 4895, down 45.8%, and the average share holdings rose from 45 thousand and 400 shares to 145 thousand and 600 shares in the same period, an increase of 221%.

The sharp reduction in the number of shareholders has resulted in an increase of 40% in the range of shares, and the volume has not been significantly enlarged, indicating that the concentration of chips has increased rapidly, and the vast majority of chips may be concentrated in a few accounts.

In addition, the controlling shareholders were still holding high precision in the high position, and Lin Yongfei reduced the cash in January 24 and 25, 2018 by about 197 million yuan.

Lin boss reduction of the average price is 22.16 yuan / share, and the highest historical price of 25.19 yuan is not far away.

Old fellow iron companies, please note that the 2017 sharp reduction in shareholder numbers is exactly the time when the equity pledge rate of controlling shareholders continues to rise.

After the announcement of the acquisition of Harbin's far away defeat in April 27th, the stock went through several periods of stop - stop - resumption - limit - down cycle.

The following is the stock price chart for this period.

In the four quarter of 2018, the number of shareholders increased from 4894 to 19 thousand and 300, an increase of 295%, and household holdings fell from 146 thousand shares to 36 thousand and 800 shares, a decrease of 75%.

In from December 20 to 31, 2018, the stock price fell by 41.75%, and volume surged sharply.

Based on the number of shareholders, the fluctuation of stock price and the change of information, it is reasonable to speculate that the dealer will raise money in advance in the second half of 2017, hoping to leave the stock market after the high price.

As a result, the acquisition of Harbin far Mai failed, and the stock price fell hard to avoid. Eventually, the fund took the lead and the dealer was forced to lower the chips.

According to Feng Yun Jun, the transaction cost of the dealer is about 20 yuan, and the average price of the fourth quarter transaction in 2018 is only 8.6 yuan.

However, Lin Yongfei, a real controller, was founded in 2002 and should have treasured the company's wings. What causes today's situation?

We need to go back to the company itself to find out why.

Three, are all disasters caused by transformation?

Formerly known as the card slave Road, the company was renamed the modern Avenue in 2016, and the renamed company often means the shift of development focus.

CANUDILO is a self-employed menswear brand, founded in 1999 in Guangzhou, which is a high-end business route. The target consumer group is the elite who earn more than 120 thousand yuan a year.

The original business mode of the company is brand operation, that is, the low profit links such as production and distribution are fully outsourced, and the design, brand promotion and terminal sales are controlled by themselves.

Apart from proprietary brands, the company is also engaged in many well-known international brands.

As of December 31, 2018, the company had 293 stores, including 230 CANUDILO brand stores and 58 international brand stores.

As a matter of fact, international brand agency business has only developed after listing.

(1) love international brands; agency + acquisition increases internationalization.

Since its listing, the company has increased investment in international brand agencies, and has established and acquired several international brand agencies.

In October 18, 2012, it purchased and increased capital by 16 million yuan for the 51% stake of Hangzhou link Hanford Brand Management Co., Ltd. (hereinafter referred to as "Hangzhou Hangzhou").

In September 13, 2013, a wholly owned subsidiary, Guangzhou Lian Cafu Management Co., Ltd. (hereinafter referred to as "Guangzhou Lian Cafu") was set up.

In January 2014, we acquired the Guangzhou Macao Ma Yi Ming Brand Management Co., Ltd. (formerly known as Guangzhou to you Zhi Wei Department Store Co., Ltd.).

The number of international brand agencies has increased from the top 5 to the top 75, which has shrunk to 60 in 2019.

As the company's development focus shifted, the sales revenue of agency brand rose steadily, from 2012-2018 to 470 million in the past 29 million years, and the share of private brand gradually decreased, only 570 million in 2018.

Generally speaking, the premium rate of independent brands is higher, and its gross margin is generally higher than that of agency.

Over the past 7 years, the gross margin of self owned brand card Nu Di road has been maintained at more than 60%, while the gross margin of agent brand developed vigorously is 20%~40%.

It may be that the gross margin of agency brand is too low. In 2015, the company began to buy international brands, making the brand become its own, always making money.

In July 2015, the company bought a 51% stake in Italian company LEVITAS from ZEIS EXCELSA S.P.A. (hereinafter referred to as "ZEIS") and obtained the brand operation authorization of its Dirk Bikkembergs (hereinafter referred to as "DB") brand in Greater China.

The brand is the same brand created by designer Dirk Bikkembergs in 1986. Eastern Europe, the Middle East and Italy are its main markets, and sales of footwear products are relatively large.

The transaction price is 40 million 680 thousand euros, or about 275 million yuan, and the appreciation rate is about 1.7 times. There is no performance promise.

After the company's entry into LEVITAS, the latter's sales revenue is still increasing, but the higher the income, the more the loss is, the total loss in the 2016-2018 years is 77 million 770 thousand yuan.

In May 2018, foreign media reported that DB has shut down two largest flagship stores in Milan and Madrid and withdrew from Milan fashion week.

The company said that the loss of LEVITAS was due to the financial difficulties of its original controlling shareholder, ZEIS group, and the problem of production and supply of DB brand.

The company refuses to admit that it is its own pot, emphasizing that it is careless to be a foreign company's pick up player.

But think carefully, why do people sell their shares if they do well? Is it not for the listed companies to seek financial help and hope for the Chinese market?

Despite the serious losses, the company spent 15 million 300 thousand euros in January 30, 2019 and February 28th on the remaining 49% stake in LEVITAS.

Its business situation has not improved. In 2019, LEVITAS lost 11 million 720 thousand yuan in 1-6 months. The difference is that it will account for 100% of Listed Companies in the future.

In addition, the company has vigorously developed a new retail mode "O2O+ buyer shop".

(two) develop high-end buyer shops and build O2O business mode.

The original sales mode of the company is to cooperate with department stores, airports and hotels to set up stores for sale.

In order to adapt to the ecological changes in the industry, the company took the initiative to change, and developed a buyer shop in 2014 to build the O2O mode.

A brief introduction to the buyer shop.

This is a retail business model that originated in Europe. It refers to buyers picking up different brands of fashion, bags, shoes, accessories and other commodities everywhere, buying goods and concentrating in their own stores for sale.

Its competitive advantage depends entirely on the professionalism of the buyer, whether it can create a unique style, attract target customers, buy and sell at the right price.

At home, the cost of buying shops is higher. The following is a picture of the price distribution of spring and summer clothing sold by some domestic buyers in 2016. We can see that the largest part of the price is 2-4 yuan per piece.

(source: Donghua University Shanghai Fashion Design and value creation Collaborative Innovation Center, DFO International, fashion fashion network)

This mode is aimed at high-end customers, so domestic buyers are mostly located in first tier cities.

The company has opened and operated the buyer's shop since 2014.

In April 27, 2014, the company's first high-end boutique buyer 01MEN opened in Guangzhou. At the same time, we began to build the "01MEN" WeChat public platform.

In March 26, 2016, Hengyang's high-end boutique buyer opened Cafu (LanKaFul).

When it comes to this, the name of the buyer's shop is very similar to that of Lane Crawford, which was established in Hongkong in 1850. It may indicate that the company intends to keep up with the top students in the industry, not only to learn its business model, but also to have similar names.

Let's take a look at top student LCF.

The development of the buyer's shop in the mainland was initially started by the buyer's department store. Paris's old Buddha and Hongkong's Crawford were the first adopters.

In 2000, Lian Kai Fu set up shop in Shanghai for the first time. In the early days, the mainland market was "three to three" because of the immature market and the consumer concept. At present, there are 4 stores in the mainland, which are located in Beijing, Shanghai and Chengdu.

A professional buyer team is one of its core competitiveness. These buyers not only have extraordinary fashion vision, but also have keen commercial sense of smell.

Unlike Lian Crawford, the company's buyer shop project starts from the three line city.

1. Hengyang even Cafu buying shop project

In January 30, 2013, the company Sun company Hengyang even Cafu famous Management Co., Ltd. (hereinafter referred to as "Hengyang even Cafu") signed a contract with the real estate company to purchase a 18 thousand and 200 square meter house with a price of 129 million yuan.

The purpose of the purchase is to build high-end boutique buyer shops, laying the foundation for future three tier cities' high-end consumer market share.

In April 2, 2014, the company agreed that Cafu and Hengyang would add an additional investment of 240 million yuan to the project.

According to the 2013-2016 annual report, Feng Yun Jun will put the funds and progress of the project into account as follows.

It can be seen that the high-end boutique shops in Hengyang were successfully completed, and the total investment was 495 million yuan when the project was completed.

However, does the three tier city really have the foundation for developing high-end buyer shops? Let's look at its operating results.

In 2016, Hengyang even lost nearly 60 million of Cafu. In February 20, 2017, the company signed a transfer agreement with its controlling shareholder to transfer Cafu's 53% stake in Hengyang to 115 million yuan to the latter.

In the end, the department store bought a shop in less than a year and lost 86 million 930 thousand, then transferred to the controlling shareholder.

Investment of 500 million yuan, 495 million spent on building the house, the buyer team and other core competitiveness of the creation of almost no mention. Compared with even Crawford, even Cafu is worse than a word?

2. fashion buyer shop O2O project

In addition, the management of the company thinks that the format of the retail terminal is changing, and the rapid development of online shopping has also caused a huge impact on the entity store.

A non-public offering plan was issued in June 9, 2015 to raise funds for O2O projects such as fashion buyer stores.

The target audience is ESOP, Weng Huayin and other 10 specific investors.

After two rounds of revision of the plan, the fund-raising amount was changed from 1 billion 140 million to 866 million.

In August 1, 2016, the issue price of public offerings was 9.47 yuan / share, and the actual amount raised was 850 million yuan.

The fashionable buyer shop O2O project consists of two blocks: the construction online e-commerce platform and the offline buyer shop.

Online operation is based on its own e-commerce platform and the third party business platform mode.

The company's self operated cross-border e-commerce platform MODERN AVENUE.COM and modern Avenue mobile App were formally launched in 2016.

After the failure of the Cafu project in Hengyang, the buyer's shop changed to cooperate with other international buyer shops.

The first store in strategic cooperation with the European ANTONIA buyer shop opened in September 2016 in Macao Parisian.

However, in 2017 and 2018, the O2O project of the fashionable buyer shop lost 41 million 420 thousand of its total value.

In the first half of 2019, the modern fashion platform APP ceased operation. At present, the cross-border e-commerce platform has also stopped operation.

It can be seen that after the listing of the company, there is a restless heart that wants to be bigger and stronger.

Just as a clothing brand operator, lack of department store operation experience, but in an attempt to achieve a quick turnaround in 2-3 years of buying a department store and O2O business model, is it too radical?

Moreover, the company's blind pursuit of internationalization and high position has problems of unclear positioning, resulting in no success at the end.

To sum up, the company experienced 275 million acquisition of LEVITAS, but overseas shareholder backyard caught fire, 495 million made Hengyang even after Cafu lost to sell controlling shareholder, 440 million built O2O electric business platform, but stopped three major tragedies after two years.

Perhaps the middle and small stockholders and the people who eat melon are more distressed than the management.

(three) extension acquisition of mobile application development company

Miraculous is that the main business transformation is so failed that the acquired Internet Co has created some profits.

In April 2017, the company completed the acquisition of 100% stake in Wuhan yuenenxin Network Technology Co., Ltd. (hereinafter referred to as "Yue ran") with a total of 490 million yuan.

The company's main business is the development and operation of mobile Internet social tool application (App). Currently, it has applications such as Fancykey, Hicollage and so on, including apple, Google, Facebook and so on.

Before the company was bought, Yue's heart was already the new three board listed company.

The other side promised that the net profit from 2016 to 2018 would be no less than 33 million yuan, 45 million 500 thousand yuan, and 61 million 500 thousand yuan respectively.

Xi Da Pu is happy to win in the commitment period to create 155 million net profit for the company, the promise is completed as promised, and even become the only profit target on the transformation road.

There should be applause here!

However, the profit margin of the 2015-2018 years will drop from 92.5% to 24.9%, and the profitability will decline sharply.

Four. Brief analysis of financial situation

Modern Boulevard spends a lot of energy and money in transformation, and fails in transformation. At the same time, the original brand advantage is gradually shrinking.

Although the company is willing to make some profits, it is still difficult for the company to get rid of its operational difficulties.

(1) profits in 2017 were only short-lived.

After listing in 2012, operating income grew steadily, while net profit gradually declined. In the 2012-2016 year, net profit fell from 177 million to 333 million.

Net profit rose to 115 million in 2017, mainly due to stripping Hengyang and even Cafu's 98 million 810 thousand investment income.

The three quarterly report in 2019 showed that it had lost 27 million 540 thousand yuan. It is rather difficult to make a profit in the 2019 annual report.

(two) asset structure and solvency

The following is the balance sheet of the three quarterly report of 2019.

The overall asset liability ratio of the company is only 25%.

The amount of book money is 140 million, slightly more than that of short-term loans and 124 million of the total amount of non current liabilities in one year.

The largest asset is the assets held for sale at a value of 722 million yuan, which is transferred from fixed assets and other related assets to the sale of the related assets of the headquarters building.

On the whole, the company is in debt at present, but the sale actually reflects that its funds are really very tight.

epilogue

The management of the company changed blood in August 2019. Lin Yongfei resigned as chairman because of physical reasons. Weng Wuqiang resigned from the position of general manager.

The new chairman, Luo Changjiang, took up the post in September 17, 2019. He graduated from Jiangxi University of Finance and Economics and worked in ICBC (5.870, -0.07, -1.18%) and China Aviation trust. He has no experience in the apparel industry.

The company has stopped investing and developing its own brand cunndi road. Its stores and revenues have been reduced, and new profit points have not been found in the transformation process.

From the past experience of chairman Luo, he is not familiar with the clothing industry or the Internet industry, but he is very familiar with the capital market.

Disclaimer: the present report (article) is an independent third party study based on the public company attributes of listed companies and publicly disclosed information on the basis of their statutory obligations, including, but not limited to, interim announcements, periodic reports and official interactive platforms. The market value of the articles and views contained in the report is objective and impartial, but it does not guarantee its accuracy, completeness and timeliness. The information or opinions expressed in this report (article) do not constitute any investment proposal, and the market value is not responsible for any action taken in this report.