Life And Death Of "Vote Generation Giant": Mother, Son And Grandson "Three Generations" Have Been Filed For Bankruptcy

"At present, tengbang group has not given us a plan, and the time for pre restructuring is three months. We are not clear about the specific progress."

On March 23, a creditor of tengbang group told the 21st century economic reporter.

Half a month ago, tengbang International announced that tengbang group, the controlling shareholder, received the letter of decision issued by Shenzhen intermediate people's Court of Guangdong Province, and decided to start the pre reorganization procedure for tengbang group and its subsidiaries tengbang Asset Management Group Co., Ltd. (hereinafter referred to as "tengbang assets") and tengbang Logistics Co., Ltd. (hereinafter referred to as "tengbang logistics").

According to the content, the pre restructuring period is three months, and Beijing Zhonglun (Shenzhen) law firm and KPMG enterprise consulting (China) Co., Ltd. are appointed as the managers during the pre restructuring period.

As soon as the news came out, from March 11 to 16, tengbang International's stock price rose by 45.21%, among which, on March 15, it went straight to the limit.

At present, half a month has passed, but no progress has been made in the pre restructuring of tengbang group, a shareholder.

Over the past few days, the share price of tengbang international has been in a state of turbulence. As of the evening of March 23, the share price of tengbang international was 4.50 yuan / share, with a total market value of 2.774 billion yuan, which was more than 98% lower than the peak value of 174 billion yuan in June 2015.

The 21st century economic report reporters have found that in recent years, the number of cases in which controlling shareholders solve the debt crisis by entering bankruptcy procedures is increasing. However, this is no different from the sword of Damocles for listed companies. It is not only easy to infringe the relevant creditor's rights of listed companies, but also affects the stability of the equity structure and control right of listed companies.

Tengbang international faces a more complex environment. In early February this year, tengbang international and its holding subsidiaries were also applied for bankruptcy liquidation by creditors. In 2019, tengbang international annual report was issued with non-standard opinions, and the company also faced huge losses in 2020.

On March 23, 21st century economic reporter contacted Zhou Jing, the director of tengbang international, to learn about the progress of bankruptcy proceedings. The other side only said that the announcement would prevail.

"Mother, son and grandson" companies were filed for bankruptcy

In recent years, with the policy support of "supporting enterprises to clear risks through bankruptcy reorganization and other means", more and more bankruptcy cases have been found in A-share market. According to incomplete statistics, since the implementation of the enterprise bankruptcy law, nearly 70 A-share companies have been ruled by the court to implement bankruptcy reorganization.

However, throughout the vast A-share market, it is rare that three generations of listed companies, controlling shareholders and subsidiaries "old, middle-aged and young" are simultaneously applied for bankruptcy proceedings.

Tengbang international, once a star enterprise, will soon become a typical one.

After the controlling shareholder tengbang group entered the pre restructuring stage, tengbang international and its holding subsidiaries were also applied for bankruptcy liquidation. The once prosperous "tengbang system" fell one by one.

In January this year, tengbang international and its holding subsidiary, tengbang tourism group, were applied for bankruptcy by Songhe intelligent and natural person Zhao Wenjuan respectively. The two companies are the clients of tengbang International Atomic company and the former employees of tengbang tourism.

In September 2018, Songhe intelligent purchased the convertible bond products issued by Shenzhen Qianhai Rongyi small loan Co., Ltd. (hereinafter referred to as "Rongyi") in cash through Shenzhen Qianhai equity trading center, with a total subscription price of RMB 20 million. Tengbang international, as the guarantor, issued a guarantee letter to provide full amount of unconditional and irreversible joint liability guarantee. However, Rongyi failed to repay the principal and interest of the due debt.

Tengbang tourism group owed Zhao Wenjuan 33100 yuan for labor expenses, which was judged by the court. However, after the court exhausted the enforcement measures and found no property available for execution, Zhao Wenjuan applied for bankruptcy liquidation of tengbang tourism.

It is worth mentioning that this is not the first time tengbang international has been applied for bankruptcy liquidation. As early as April last year, tengbang international was bankrupt because it failed to repay the loan principal and corresponding interest and penalty interest provided by China CITIC Bank Shenzhen Branch. However, the subsequent bankruptcy liquidation ended with the withdrawal of creditors.

In February this year, tengbang international agreed to the applicant's bankruptcy application for tengbang tourism group. According to the public information, tengbang Tourism Group's main business is outbound tourism. Due to the epidemic situation, the business has been seriously affected. As of September 30, 2020, the total assets of tengbang tourism group is 468 million yuan, the total liabilities is 794 million yuan, and the accumulated litigation amount has reached 709 million yuan, which has been seriously insolvent and unable to pay off due debts.

As for tengbang international, the listed company is still "fighting with reason" and has submitted an objection to the court.

On the other hand, tengbang group, the controlling shareholder of tengbang international, is going further on the road of bankruptcy, which may lead to more serious losses for listed companies.

On March 9, the Shenzhen intermediate people's Court of Guangdong Province decided to start the pre restructuring procedure for tengbang group. However, at present, the equity transfer payment of RMB 820 million and corresponding interest generated by the transfer of 100% equity of Rongzhou group has not been fully paid to tengbang international.

In addition, tengbang group also provided guarantee for Rongyi for the outstanding debts of 2.181 billion yuan and corresponding interest of listed companies, while the listed companies provided guarantee for Rongyi, with a balance of 344 million yuan.

Tengbang international bluntly said: "tengbang group's pre reorganization may lead to the risk that the company can't fully recover its creditor's rights. Tengbang group's entry into the pre reorganization procedure may have an impact on the company's equity structure, and there is great uncertainty whether the company's control right will change."

In fact, in the view of the insiders, once tengbang group enters the bankruptcy reorganization procedure, it may be difficult to protect the creditor's rights receivable of the listed company.

"If a listed company applies for bankruptcy reorganization, it needs to be submitted to the CSRC for pre examination. However, unlike the bankruptcy reorganization of a listed company, the relevant laws and regulations do not stipulate the procedure requirements for the CSRC to conduct pre examination on the bankruptcy reorganization application of the controlling shareholders of the listed company. This means that if the controlling shareholders of a listed company occupy the funds of the listed company, or there are receivables formed by normal business transactions, the regulatory authorities have no way to require the controlling shareholders to solve the problem of capital occupation before entering the bankruptcy reorganization procedure or in the reorganization plan. " According to an interview with a large domestic securities firm investment bank.

"After the controlling shareholder enters the reorganization procedure, the listed company will declare the creditor's rights. In view of the fact that the controlling shareholder has already incurred serious debt risk, and the relevant creditor's rights will be generally recognized as ordinary creditor's rights, and it is likely that the full amount of debt will not be paid off in the end, resulting in the loss of the listed company." The investment bank added.

Explosive thunder originates from radical expansion

The root cause of a series of bankruptcy risks is closely related to the radical expansion and continuous leverage of tengbang system.

As the only private company listed in the air ticket agency business in China, tengbang international, as a leading enterprise in China's tourism service industry, once ranked 38th in China's top 500 private enterprises.

Since landing in the A-share market in 2011, tengbang international has been engulfed by the ambition of "becoming bigger". On the one hand, it continues to carry out mergers and acquisitions in the main business of air tickets and business travel services, and on the other hand, it starts to cross-border financial field.

In terms of finance, the first was to set up "Rongyi" micro loan in 2012 to provide financial services for customers of business travel supply chain and payment platform. In 2013, its "tengfutong" also obtained the third-party payment license issued by the central bank; in 2014, tengbang international successively established tengbang insurance broker, tengbang venture capital and tengbang Indus investment; in 2015, it acquired 100% shares of Shenzhen zhongwo insurance broker In 2016, Qianhai reinsurance Co., Ltd. was established.

In terms of business travel services, in October 2014, tengbang international and its affiliated companies acquired 65% of the equity of Xiamen Xinxin tourism, a subsidiary of CAI Wensheng; in August 2016, it again took a strategic stake of 170 million yuan in Suzhou Octopus tourism; in December 2017, tengbang group, together with tengbang International, invested in the acquisition of Maldivian seaplane companies, of which tengbang international contributed US $10 million; in August and October 2018, tengbang international invested US $10 million In June, tengbang international purchased about 42% shares of Xiyou CITS and 60% shares of Qiaoqu culture, a theme park operator, with RMB 330 million and 180 million respectively.

During this period, the goodwill of tengbang group soared from 32.9055 million yuan at the end of 2012 to 622 million yuan in 2018. However, in 2018, with the implementation of new asset management regulations and financial deleveraging, the accumulated risks of tengbang in the past few years began to gradually expose. Since 2019, the shares of tengbang group have been reduced passively, the payment of private equity funds has been postponed, and the default of serial debts has been pushed down like dominoes.

On August 8, 2019, tengbang International announced that the listed company and some of its subsidiaries had defaulted on the BSP ticket of the International Air Transport Association. According to relevant regulations, IATA terminated the passenger transport sales agency agreement signed with its five subsidiaries, and cancelled its qualification of recognized passenger transport agent by IATA.

The news, like thunder on the ground, awakened the unknown creditors.

After the explosion of BSP, the business scale of tengbang international air ticket agency decreased significantly. At the same time, tengbang International's financial services business is not very smooth. Prior to this, tengbang international had reached an agreement with the shareholder tengbang group to transfer its Rongyi small loan Co., Ltd.

However, after the signing of the agreement, the equity of Rongyi small loan was frozen successively by the Shenzhen Branch of Agricultural Bank of China Limited and Zhuhai branch of Xiamen International Bank Co., Ltd. As financial control becomes more strict, tengbang International's financial business is also more passive.

At the same time, the contradiction with its subsidiaries is becoming more and more fierce. The subsidiary Xiyou CITS, which it acquired earlier, lost control, and Shi Jin, the founder of the latter, is in opposition to Zhong Baisheng.

Shi Jin told the 21st century economic reporter that after Xiyou CITS was incorporated into the listed company, on the one hand, tengbang international kept occupying the capital of Xiyou CITS; on the other hand, after entering tengbang international, the company changed its strategy to expand its business scale, but it was faced with difficulties because of the lack of funds.

Delisting risk latent

In 2019, tengbang international made a loss for the first time after it was listed, with a net profit of - 1.576 billion yuan. Dahua certified public accountants, the audit institution, directly gave the judgment of "unable to express opinions", pointing out that tengbang international had a series of problems, such as the failure of internal control, the existence of significant uncertainty in going concern, the scope of consolidated financial statements and audit restrictions.

However, soon after, Dahua accounting firm and the certified public accountants were still under the supervision and management measures of issuing warning letters by Shenzhen Securities Regulatory Bureau due to inadequate implementation of risk assessment procedures and failure to obtain sufficient and appropriate audit evidence on the effectiveness of internal control in the audit projects of annual reports of tengbang international in 2018 and 2019.

In 2020, after the outbreak of new crown pneumonia, tengbang international business suffered heavy losses. The data shows that the operating income of tengbang international in the first three quarters of 2020 is only 81 million yuan, a year-on-year decrease of 92.91%. Compared with the end of last year, tengbang International's total assets shrank by 10.55% to 5.831 billion yuan, and the debt ratio is as high as 85.19%. Among them, the short-term loan is as high as 2.76 billion yuan, accounting for 55% of the total liabilities.

According to the performance forecast in 2020, tengbang international has an advance loss of 930 million yuan to 1.209 billion yuan. If the audit report of "unable to express opinions" is still issued in the financial report of 2020, the company's stock trading will be warned of delisting risk. At the beginning of this year, tengbang international has changed its audit institution into Asia Pacific (Group) accounting firm.

However, at a time of debt crisis and bankruptcy, tengbang international was quite indifferent and prepared to carry goods live.

In mid March, tengbang International announced that it planned to set up a joint venture with maisui culture and laofenghuang to carry out live delivery, e-commerce and related business, with 135 million yuan, 120 million yuan and 45 million yuan respectively, holding 45%, 40% and 15% shares respectively.

At present, the joint venture has completed the relevant industrial and commercial registration and filing procedures, and Shenzhen tengbang Business Tourism Co., Ltd. (hereinafter referred to as "tengbang business travel") has invested 45.5 million yuan as of the announcement date.

However, the 21st century economic reporter noticed that its partner maisui culture was founded on September 14, 2020, just half a year ago, while another partner, Lao Fenghuang, was involved in the debt restructuring of great wall film and television, but the latter was finally delisted due to the debt crisis.

As a matter of fact, since the announcement of the intention on January 28, the live broadcasting business of tengbang international has not aroused the applause of investors, but has attracted repeated inquiries and concerns from regulators and creditors.

A senior individual investor in Shanghai told reporters, "there is not much space in the live broadcasting industry." tengbang is now in a dilemma. Instead of investing heavily in cross-border live broadcasting e-commerce, it is better to pay back the money earlier. "

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