Herme Group Also Has Many Mysteries To Solve The Stock Price Soaring Behind.

002356.SZ's share price has recently been reassured by the company's new shareholders, Tao Yun Capital Group Limited (hereinafter referred to as Tao Yun capital).

After the stock price cut in June, Herme group came to reinforcements.

Tao Yun capital has a premium of nearly $50% per share of 253 million yuan and nearly 5% of its fourth largest shareholder.

The effect of this "market support" is immediate.

After six trading restrictions on seven consecutive trading days, Tao Yun capital quickly realized its surplus.

Behind this deal, music is missing.

Tao Yun capital is the capital of a Jia Yueting who once stood there. The object of its acquisition is the Herme group shares held by Jia Yueting's fellow townsman Jia Yunlong.

The secret between the two parties and Jia Yueting

In the two tier market, Herme group fell to the bottom in June, and its total market value dropped from 8 billion yuan to less than 4 billion yuan.

Hermine Pledged Shares have already touched the line.

The latest announcement shows that Hanmei group's controlling shareholder Hanqiao machinery factory and the three largest shareholder, Beijing Tianhong Weiye Technology Development Co., Ltd. (Tianhong Weiye) almost pledged all the shares on the hand.

The former holds 49.28% of the total share capital of the company, 49.25% of the total, and 99.94% of its shares.

6.58% of the shares held by the latter have been fully pledged.

Herme group said that the controlling shareholder Hanqiao Machinery Factory pledge shares have hit the open line, there is a risk of liquidated.

However, there is no mandatory liquidated position due to external pledge.

Hanqiao Machinery Factory is actively helping itself.

Big shareholders are unable to protect themselves, and the White Knight descends from the sky.

Herme group announcement, in June 29th, Tao Yun capital's concerted action capital plus capital to buy 253 million largest price of the fourth largest shareholder of Herme group Beijing wide Investment Limited (hereinafter referred to as the broad investment) 100% stake.

After the completion of the equity pfer, Yi plus indirectly held 4.54% stake in Herme group and promised not to reduce its share in 12 months.

253 million yuan won 14 million 94 thousand and 900 shares of Herme group equity, accounting, the cost of holding 17.94 yuan / share.

Before the announcement, Herme group's closing price was 12.09 yuan, with a space of 48% from the cost of shareholding.

There is no love without reason.

Interface news found that the acquisition of Tao Yun capital is closely related to the broad investment of the acquirer itself.

In 2014, Ho Ning Da (Hertz group changed its name before the securities abbreviation) from the vast investment and other hands, issued the shares of the diamond jewelry business - every gram of Latin America.

The vast investment therefore holds 4 million 698 thousand and 300 shares of Herme group. After sending 10 shares to 20 shares, the number of shares has increased to 14 million 94 thousand and 900 shares, and the shareholding ratio has remained unchanged for 4.54%.

The vast investment was formerly Beijing Jay Sen Technology Co., Ltd., the 100% Jia Yunlong holding company.

Four years ago, in the Latin American trading season, the vast investment in equity investment held only Latin American shares per gram, not holding shares or other companies.

Jia Yunlong was born in Xiangfen County, Shanxi Province in 1971. Four years ago, except for the vast investment, he did not hold or share other companies.

Jia Yunlong's name was associated with the well-known dishonest executor Jia Yueting.

Jia Yueting, born in 1973, is also a member of Xiangfen County, Shanxi province.

There has been investment relationship between the two.

Music TV has an important investor in the early days Huijin cube.

In 2008, Huijin cube and several investors invested in the unknown music network. After two years, music network landed on A shares.

Huijin cubic complex background, the actual controller "Wang Cheng".

In addition to "Wang Cheng", Beijing Jay Sen Technology Co., Ltd., that is, today's vast investment is Huijin cube another shareholder, Jia Yunlong is its legal representative.

That is to say, as Jia Yueting's surname of the same family, Jia Yunlong has invested in Huijin cube with "Wang Cheng" and so on.

Tao Yun capital was founded in 2014, its legal person is Wen Xiaodong, holding 90%.

Tao Yun capital is an investment organization. So far, Tao Yun capital has invested in "easy to use vehicle" to become its controlling shareholder, and has acquired the largest ski resort operation and management agency MacEarth in Japan through overseas companies.

Tao Yun capital has been playing the role of Jia Yueting's "White Knight".

The blue giant investment group of Tao Yun Capital Holdings (hereinafter referred to as blue giant investment) is closely related to music and vision.

From the blue giant investment official website, the company has invested in several projects under music, including non-listed company's music videos, music, mobile sports, music, sports and music as well as cars, with a total investment of 855 million yuan.

Blue giant investment has also planned to make a subscription to the music network through the fixed increase. In August 2014, the company's disclosure of non company stock issuance plans showed that it was about 4 billion 500 million yuan to raise funds to 5 specific targets such as blue giant investment, and blue giant investment accounted for 1 billion 500 million yuan. However, this increase plan was not passed and then terminated.

In 2017, at the time of the crisis, the blue giant investment reached 67% of its shares, and the media reported that the paction price was $500 million (about 3 billion yuan).

In addition to holding capital investment music, Wen Xiaodong and Jia Yueting are also closely related.

Wen Xiaodong once said in an interview with the media: "Jia Yueting is a very forward-looking operator". After the easy access to the capital chain crisis, he also indicated that he could not rule out the possibility of taking more music as assets.

The music department also owns a stake in Tao Yun's company.

In August 2015, levision Investment Management (Beijing) Limited became a shareholder of Tao Yun (Beijing) Information Technology Co., Ltd., holding 20% stake.

Go back to this paction.

Both sides of the paction are related to music department and Jia Yueting, one is the former investor, the other is the investor and the receiver.

In the crisis of Herme group, Wen Xiaodong stepped forward to become a disc player, helping Jia Yueting's hometown Jia Yunlong to cash in.

Jia Yunlong successfully cash 253 million yuan.

After the announcement of the premium increase, Herme group gained six trading restrictions on the seven consecutive trading days of -10 July 2nd, after which there was a callback and the latest stock price was 19.85 yuan.

So far, Tao Yun capital has been 10.65% or about 27 million yuan.

During the period, the maximum floating profit was nearly 30%, exceeding 70 million yuan.

According to the agreement signed between Herman group and Tao Yun capital in May 14th, Tao Yun capital intends to make a acquiring company not less than 5% of the shares in three months including, but not limited to, block trading, two tier market purchase, agreement granting, and so on.

This means that in the future, Tao Yun capital will increase its share of at least 0.46% of the Hertz group in a month or so.

Do not rule out the recent surge, this increase in behavior has occurred.

The related party drives the drum to spread flowers.

Since July, the total turnover of Herme group has reached 2 billion 540 million yuan, with a turnover rate of nearly 50%.

The list of potential holdings is more than Tao Yuan capital.

Herme group has been carrying out market value management since last year.

There were several acquisitions in Herme group in 2017, of which two of the largest purchases were lofty department stores and four rainbow group companies, which were 619 million yuan and 800 million yuan respectively.

At the time of the acquisition, two pactions had agreed to buy stocks and not reduce commitments.

Among them, the pferee of the lofty department store shall purchase the Hertz group stock of not less than 250 million yuan within three months after receiving the second share pfer fund.

No more than 30% can be sold within one year after purchase. After two years, it can not be sold for more than 60%. After three years, it can be disposed of freely.

In the 6 months after receiving the first equity pfer price of 300 million yuan, the pferor of the four group of the rainbow group, the pferor, the right Star Commercial Management (Shenzhen) Co., Ltd., shall purchase a stock of Herme group not less than 300 million yuan through the two level market.

Similarly, Limited sales commitments.

Quan Xing commerce has completed more than 300 million yuan stock purchase plan, accumulates from the two level market to buy 11 million 386 thousand and 100 shares, the paction average price 26.39 yuan / share.

At the same time, the noble department store has not yet completed the pfer, but the pferor also began to implement the stock purchase plan in November 2017.

As of November 18, 2017, the high side department store pferor bought 5 million 971 thousand and 800 shares with an average price of 23.45 yuan, with a turnover of 140 million yuan.

No purchase records were displayed after that.

There is a 110 million yuan increase in the department store.

The two purchases are much higher than the current stock price of Herme group.

This scheme has been combined with the issuance of shares for private placement.

The same is the result, the pferor has got the cash + equity; the difference is the process, the pferor uses the cash to buy the stock right from the two level market.

"This is a way of market value management," a private employee said. He said this is something that the market would like to see.

"Listed companies take the money raised from the market to buy assets to raise their market capitalization; the pferor takes the money from investors to buy shares in the two tier market, and some of them bag out for security. They both cash in and get stocks. If the stock price rises in the process of holdings, small shareholders will also benefit."

But the person stressed that in the short term, it seems to everyone good, but in the long run, will lead to a certain risk.

The floating capital also played the game of beating the drum and spreading flowers.

From July to the 9 trading day, Herman group six has "dragon list". The list shows that some of the hot money made a daily limit and ran away.

In July 3rd, the "tiger list" showed that among the top five seats, the first and third Sino Thai securities Shanghai Jianguo Middle Road Sales Department and Xingye securities Chengdu Aviation Road Sales Department, the two became the third and fourth seats of the July 4th sales seats.

On the same day, we bought second GF Securities, Hangzhou Feng Qi Road Sales Department, and sold fourth place on the list in July 5th.

In July 4th, the top three CIC securities Hangzhou global center business department, China Merchants Securities Shenzhen Shekou industrial three Road Sales Department and Merchants Securities Liuzhou settled North Road Sales Department, three appeared on the July 5th list, respectively, first, second, fifth seats.

In July 5th, he bought the first Shanghai Century Boulevard business department and appeared on the list in July 6th.

Everbright Securities Ningbo Zhongshan West Road Securities Business Department bought 9 million 530 thousand yuan in July 6th, and sold 10 million 640 thousand yuan in July 9th.

A trading day is 1 million yuan.

In addition, the business department has been in and out many times, playing tricks.

For example, CIC securities Guangzhou Panyu Bridge South Road Sales Department bought a net purchase of about 6 million 900 thousand yuan in July 5th, and sold nearly 7 million 600 thousand yuan in July 6th.

In July 9th, it bought about 7 million 600 thousand yuan with the money, and on the 10 day it was on the list of buy and sell seats.

Of course, there are also found that the wrong direction and rush to buy stocks again.

For example, Dongguan securities Sichuan branch only sold 4 million 890 thousand yuan in July 3rd and bought 3 million 260 thousand yuan in July 4th.

The participation of hot money aggravated the recent abnormal fluctuations of Herme group.

But whether the trend is healthy or not, the answer is obviously negative.

The Hertz group has changed its stock price several times in recent times, and the single day amplitude has exceeded 16%.

Is it a major asset reorganization?

Herme group has acquired the real purpose of selling profitable assets in the past year (see "hyphen" (1) suspicious assets trading).

There are also investment bankers who suggest that a number of assets acquired by Herman in the past year should be accumulated in "related assets" and constitute a major asset reorganization.

The main business change of Herme group has attracted the attention of the Shenzhen Stock Exchange. For this reason, the Shenzhen Stock Exchange inquired about Herme group, "whether the purchase and sale of assets in recent 12 months constitutes a major asset reorganization".

An anonymous lawyer focusing on the capital market said to the interface news, "repeated inquiries from the Shenzhen Stock Exchange show that the Shenzhen Stock Exchange, like me, is doubtful about this."

In December 4, 2017, the Ministry of management of the SME Board of the Shenzhen Stock Exchange issued a letter of inquiry. One of the questions was "combining the situation of purchasing and selling assets in the past 12 months, indicating whether it constitutes a major asset reorganization stipulated in the management measures for major asset restructuring of listed companies."

Herme group only replied to the "sale of assets", saying it did not exist, but avoided the question of "purchasing assets".

In June 2, 2018, the Shenzhen Stock Exchange asked again to explain whether the company had purchased or sold the same or related assets to achieve a major asset restructuring standard in the past 12 months.

Herme group said that the assets of the four companies of the noble department store and rainbow group involve the authorized retail business of the international brand merchandise, but the two have differences in the agent brand and commodity category, business area and business mode.

Shanghai Ou LAN is not only a domestic agent of international clothing brand, but also a sales business of European and American denim brand clothing.

Therefore, the company does not exist in 12 months to purchase the same or related assets to achieve a major asset restructuring standards.

However, some market participants believe that this explanation is far fetched.

In terms of brand names and commodity categories, Herme group explains that the four categories of rainbow companies are mainly clothing and accessories, and men's luxury and luxury goods are the main categories of clothing.

Footwear is the main product.

It is mainly female luxury and luxury goods.

In terms of the operating area, Herme group said that the same brand usually only authorized an agent in the same city, so the rainbow four companies operated in Shenzhen, Chongqing, Guangzhou and other cities, while the high quality department stores concentrated in Wenzhou, Hangzhou, Wuxi and other cities.

Herme group also said that the two acquisition is a commercial negotiation conducted independently by the company, and the terms of the paction object are relatively independent. Therefore, it does not belong to the same or related assets.

"It does not belong to the same asset, which can be determined, but whether it belongs to the related assets, we need to consider it."

A senior capital market personage said that this is similar to cutting big trees with small knives, and adopting step by step mergers and acquisitions to bypass regulation.

"It will be a lot easier to do this," the source said. The key information of some pactions should not be disclosed without any regulatory approval. The paction process will also be faster and more convenient.

Another private sector practitioner also said that this is a typical M & A now.

"By reorganizing mergers and acquisitions, it is not easy to install a large asset at once, and it can be carried out step by step."

The personage gave an example of the interface news, for example, how a 3 billion dollar company in market capitalization was buying a set of 3 billion yuan assets.

Clearly constitute a major asset reorganization, but the listed company can deal with the restructuring: first step, the first acquisition of a 1 billion yuan of assets, can be purchased simply by merger and acquisition; the second step, plus 1 billion assets, the company valuation 4 billion, the two market to give a premium, easy to reach a value of 5 billion yuan; the third step, 5 billion value of the company to merge the remaining 2 billion yuan assets.

"This is simply an example of the market value, according to the restructuring management, and the total assets, and the total revenue to compare the proportion of data.

But there is no such thing.

Take the acquisition of rainbow group four as an example, if the other takeover targets are not accumulated, the four assets of the rainbow group, such as net assets and operating income, account for more than 40% of the relevant indexes of the listed companies. They are just stuck in the red line of less than 50% of the major asset reorganization.

According to the first paragraph (four) of the fourteenth article of the administrative measures for the management of major assets of listed companies, "a listed company purchases and sells the same or related assets for 12 consecutive months, and calculates the corresponding amount in terms of its accumulated number."

"If the assets of the paction are owned or controlled by the same paction party, or belong to the same or similar business scope, or other circumstances identified by the CSRC, they can be identified as the same or related assets."

"Whether it belongs to the related assets is somewhat uncertain."

The unnamed lawyer also said that he also said, "the time has passed six months ago, the Shenzhen Stock Exchange has also issued a question letter, and repeated inquiries about the same question."

The lawyer also said, "if this is feasible, a clothing company can sell itself into men's wear, women's wear and children's clothing, and a household electrical appliance enterprise can also be split into an electric fan for sale once, and the washing machine will be sold again.

Even if we want to acquire McDonald's, it can also be divided into different regions, each region as a subsidiary acquisition alone.

The difference between categories is different. Each person has different definitions.

According to some analysts, the purchase of assets by Herme group is a luxury clothing and apparel agent company, and some of the agency brands belong to the sub brand of the same brand. In the conventional view, it has been identified as "a similar business scope".

If he is so reasonable, his acquisition of any assets in the future is only a supplement to the existing assets and not a "related asset".

Because there are no two identical leaves in the world.

The head of a company who had contacted the hermen group (formerly ho Ning DA) had told the interface news, "no comment on the company."

The reason for the failure of the merger was that the person would not elaborate, only saying, "we are industrial, and they are not the same people."

In addition, it is noteworthy that in the half month of the recent abnormal stock price fluctuations, there have been many executive adjustment positions in Herme group.

In June 19th, he resigned as vice chairman for personal reasons.

Subsequently, Liang Jiaqi, director and deputy general manager, and supervisor dry Li Shu resigned successively.

In July 3rd, Li Li, secretary and deputy general manager of the company's board of directors, applied for resignation from the secretaries for personal reasons.

If Li Bo, who is in charge of financial business, resigned after the divestiture of financial business, the resignation of veteran international brand Liang Jiaqi is unexpected.

Liang Jiaqi, the founder of rainbow group, is the son of Xiao Wanyi, chairman of the board of directors, vice chairman and general manager of the four group of rainbow group purchased by Herme group.

He joined Herme group in December 27, 2017 and served as deputy general manager.

Liang Jia Qi has more than ten years of experience in the Luxury Retailing industry, and his mother Xiao Wanyi has more resources in the field of international luxury agency.

When he first hired Liang Jia Qi, he was also looking at this point, and Liang Jiaqi was in charge of overseas brand cooperation and negotiation.

Liang Jiaqi's original termination date in Herme group was in August 31, 2019. However, it is only now half a year before he left quickly. What is behind it?

Herme group has many mysteries to solve.