Investors of Qingshan Paper (600103.SH) have been waiting for nearly 8 years, but what they are waiting for is an announcement that they plan to suspend the private placement project, which means that ultrasonic pulping will cost 300 million yuan. Technology acquisitions have also become "water in a bamboo basket but nothing."
The media has conducted intensive reports on this controversial incident, but little attention has been paid to the origin of the acquisition and the counterparties. To try to clarify "why ultrasonic pulping technology failed", the origin of the acquisition and the source of the technology are undoubtedly very critical.
A reporter from the Financial Associated Press found that the acquisition originated from a fund manager’s door-to-door “sales promotion.” The company that developed the technology has been in debt crises frequently in its history, and has not completely gotten out of the quagmire after selling off the technology at high prices.
This time, Tsingshan Paper chose to "turn around" and changed the use of the remaining 1.524 billion yuan of funds raised, accounting for 92% of the original fund-raising scale of the scheduled increase project. However, for many investors, doubts have not been eliminated. Many investors urged the company to implement the recovery clause on the interactive platform, and some even asked the company to respond directly to the doubts, "It is useless to repay investors." of more than 300 million."
The origin of the acquisition: Fund managers came to "sell" patents
According to the administrative ruling issued by the Beijing No. 1 Intermediate People's Court in 2017, the acquisition of Tsingshan Paper was carried out by the fund company manager Door-to-door "sales" facilitated.
Back in July 2014, Wang Bin just joined China Shengshi Fund Management Co., Ltd. (hereinafter referred to as China Shengshi Fund), and then went to Qingshan Paper as general manager to "promote" ultrasonic pulp technology. Thanks to the matchmaking, only three months later, Tsingshan Paper basically finalized its intention to acquire the company and officially announced the acquisition in January 2015.
But Wang Bin is obviously not satisfied with the role of matchmaker. In early 2016, Wang Bin and his associates were prosecuted by the People's Procuratorate of Quanzhou City, Fujian Province for illegally profiting from inside information related to Qingshan Paper. According to the verdict, Wang Bin directed his accomplices to "ambush" the stocks of Qingshan Paper, making a total profit of approximately 690,000 yuan.
As Wang Bin was arrested, the role of China Shengshi Fund, where he worked, in this transaction became increasingly complicated.
Based on administrative rulings and public reports, preparations for the establishment of China Shengshi Fund began in 2014. Wang Bin became the general manager in July. After taking office, he immediately started the ultrasonic pulp technology project and basically finalized it in just three months. At this time, the industrial and commercial procedures for China Shengshi Fund were still being processed, and it was not officially registered until December 2014.
As soon as the front foot was registered, China Shengshi Fund started to "flex its muscles" in the private placement of Qingshan Paper. Its related parties Huaxia Xingbang and China Green appeared in the first round of Qingshan Paper in February 2015. In the subscription list, a total of 1.1 billion yuan was subscribed, overwhelming the company's original shareholders and getting the largest piece of "cake".
But the good times did not last long. The private placement plan went through many revisions. By the time of the final version in November 2015, China Shengshi Fund was eliminated. After the relationship broke down, China Shengshi Fund proactively broke the news to the media that "it single-handedly promoted the introduction of this fixed-increase capital raising project." It is reported that 1.7 billion of the 3.2 billion fixed increase will be used to build the "technical transformation project with an annual output of 500,000 tons of food packaging base paper". The project was originally scheduled to use the newly purchased ultrasonic pulp technology. From this perspective, China Shengshi Fund said Not false.
However, apart from "matchmaking", it is still a mystery why the "first-hand promotion" mentioned by China Shengshi Fund is equated with the "1.1 billion fixed increase". Judging from public information alone, China Industrial Energy Saving and Cleaner Production Association, the sponsor of China Shengshi Fund, organized an expert review of this acquisition and gave a very gratifying conclusion.
Image source: Tsingshan Paper's "Announcement on the Acquisition of Patented Ultrasonic Pulp Technology"
Similar situations also appear in the acquisition project evaluation report. The valuation of patents related to ultrasonic pulp is 300 million yuan. The price is mainly based on the "Feasibility Study Report on the Construction Planning of a 1 Million Ton Ultrasonic Clean Pulp Production Base" issued by the Fujian Provincial Construction and Textile Design Institute. The design institute is a subsidiary of Fujian Textile (Holdings) Co., Ltd., the major shareholder of Qingshan Paper.
Counterparty: Super strong in R&D but “selling land and houses”
The same is the acquisition project evaluation report, the project transferor Anyang Huasen Paper Co., Ltd. (hereinafter referred to as " Huasen Paper") is described as a leading paper-making enterprise in Henan. It is not only rich in talents and outstanding in R&D, but also has good sales. Sales increased year by year from 2011 to 2013, with total sales of nearly 37 million yuan in 2013. By 1-11 2014 In March, sales jumped sharply to about 82 million yuan.
Picture source: Fujian Qingshan Paper Co., Ltd. plans to acquire patented technology projects and evaluation reports
However, this company with strong R&D capabilities has repeatedly reported that it is "selling houses and selling houses." "land" news.
A public auction information shows that in August 2014, the People's Court of Huaxian County, Henan Province conducted a public auction of 10 front houses and land use rights on both sides of the gate of Huasen Paper Company. The owner of the lot was Hua Sen. Mori Paper. Also in August, Wang Bin accompanied the major shareholder of Tsingshan Co., Ltd. to visit Huasen Paper.
Picture source: Alibaba Auction Platform
Judging from the timeline, Qingshan Paper went for inspection from August 6th to 7th, and the time for consultation, display and sample viewing of auction items was also from August 6th to 7th. Starting from August 6, it is difficult to say whether a group of people from Qingshan Co., Ltd. noticed the seal not far away when they passed the gate of Huasen Paper Company.
In fact, this is not the first time that Watson Paper has been exposed for debt.
In 2006, the official website of the Henan Provincial Higher People's Court published an article "Hua County Court successfully concluded a major case involving 1.23 million yuan." In this article, Watson Paper was described as "in a state of suspension of production and heavily in debt. Its factories, machinery and equipment, and sites have been seized by the court in separate cases or mortgaged to the financial department, and no property can be found for execution."
Picture source: Screenshot of the official website of the Henan Provincial Higher People's Court
From "selling land" in 2006 to "selling appearance" in 2014, Huasen Paper's operations seem to have been very difficult. Even after the patented technology was packaged and sold to Qingshan Paper for a price of 300 million yuan, the debt crisis still followed.
Two years after completing the transaction with Qingshan Paper, in 2017, Huasen Paper changed its name to Henan Huasen Ultrasonic Technology Co., Ltd. (hereinafter referred to as "Huasen Technology"). Around 2018, the company The new chairman Li Yang frequently participated in roadshows with ultrasonic pulping-related technologies. When he spoke to the media in 2018, he was still very confident about the company's prospects. What he did not mention is that the company's operations are struggling. Due to multiple loan disputes, Li Yang himself has been issued multiple consumption restriction orders since 2019 and has completely become a "lao Lai".
Image source: Dahecai Cube reported "Is papermaking highly polluting? Henan post-85s maker uses ultrasonic to solve environmental problems"
Comparing the debt information of Huasen Paper before and after, it seems that it has limited benefits from the Qingshan Paper transaction, and it also "lost" the company's former chief engineer for this Liu Jie.
Chief Technical Engineer: Transformed from factory director and director to technology guru
As the owner of one of the core patents of the transaction, Liu Jie transferred to Qingshan Paper along with the transaction.
It can be said that no matter from which angle you look at it, Liu Jie is the soul figure of ultrasonic pulping technology. Therefore, Liu Jie’s personal status has been paid attention to by investors of Qingshan Paper for many years.
Image source: Tsingshan Paper’s announcement on signing a framework agreement to acquire patented ultrasonic pulping technology
However, looking back at Liu Jie’s past resume, it seems that he is only regarded as a “technical expert” This is not accurate. For a long period of time, he was known as the director and director of the factory. His so-called scientific research experience is closer to the "cadre training" in public perception.
An article published by "Consultation Forum" in 2002 shows that from 1994, Liu Jie, then 29 years old, began to serve as the director of Huaxian News Paper Mill, the predecessor of Huasen Paper, and concurrently as the local Deputy Director of the Forestry Bureau. In 1995, Liu Jie took a job and entered university to study. After returning from two years of study, she quickly became the party branch secretary and director of the state-owned Huaxian Forest Farm.
By 1998, Huaxian Huasen Paper Co., Ltd. (the predecessor of Huasen Paper) was established after the restructuring of Huaxian Newsprint Factory and Huaxian Whiteboard Paper Factory. Industrial and commercial records show that Liu Jie was once the restructured The legal person of the new company.
As for when Liu Jie changed from factory director and director to chief technical engineer, a 2009 report revealed some clues. This year, Liu Jie took two inventions to Kunming, Yunnan Province to participate in the 18th National Invention Exhibition. In an exclusive interview with the journal, she claimed that she had served as the chief engineer of Huaxian Huasen Paper Co., Ltd. since October 1996.
What is worth pondering is that Liu Jie, on behalf of Huasen Paper, participated in two National Invention Exhibitions in 2009 and 2011 respectively after being selected by the Henan Huaxian Invention Association. Liu Jie's first exhibition at the exhibition ended with a bronze medal. Fellow exhibitor Guo Qiaoling's invention of "a medicinal patch for the treatment of infertility" won the silver medal. That year, the organizer of the exhibition planned to award It won 326 gold medals for inventions, 386 silver medals and 479 bronze medals.
By 2011, Liu Jie, who was familiar with everything, once again participated in the 20th National Invention Exhibition and won two gold medals. The gold medal awarded to him for "an integrated process of pulping and bleaching using ultrasonic waves" was also included in the acquisition evaluation report, and would later become a core part of a technology acquisition valued at 300 million.
After joining Tsingshan Paper in 2015 following the transaction, Liu Jie resigned from the company's board of directors in 2017 after being fined for illegal reduction of holdings. Since then, she has rarely appeared in the public eye. The most recent news is Dating back to 2019, he published an article in "Pulp Technology" introducing his cooperation with Qingshan Paper and the technical characteristics of ultrasonic pulping.
Somewhat paradoxically, also in 2019, Qingshan Paper stopped investing in fixed-term projects related to ultrasonic pulping, and only continued the ultrasonic bamboo pulp pilot line with a small amount of funds. It seemed that it was trying to It proves that the technology still has "vitality".
Follow-up: Investors questioned why there was no recovery
Faced with the failed outcome of the 300 million acquisition, a group of investors first thought of recovery. One of the investors, Li Hui, approached a reporter from the Financial Associated Press. During the conversation, he was puzzled that Qingshan Paper did not try to recover its losses. "The last straw for me was the clause in the acquisition agreement. As long as that clause was implemented, the company could get back 300 million, but the company would not do that."
The value in Li Hui's mouth The 300 million yuan clause appeared in the acquisition announcement issued by Qingshan Paper on May 14, 2014. It clearly mentioned that if actual production fails to achieve the promised technical targets for seven consecutive days, the transferor should return the entire transfer price unless consensus is reached.
On November 23, reporters from the Financial Associated Press contacted the Tsingshan Paper Board of Directors to learn about the implementation of this clause. The staff’s response was unclear, and no comment was received as of press time.