For example, the financial company of Xu Dong Group; Heroes entertain each other "financing-gambling-related party acquisition"; TF Securities has no real controller status, and the financing amount of key points is large; Yiyang Xintong listed company kept its shell intact and the group went bankrupt.
Success or failure is only the appearance of commercial war, and the core logic behind it is the essence of capital operation.
Neusoft Group, once a school-enterprise, was founded in 199 1, and developed into Neusoft Group (SH.6007 18) and Neusoft Education (HK.96 16) in 2020, and successfully split Neusoft Medical, Neusoft Xikang and Want Want. The actual controller has also changed from Northeastern University to "no actual controller" under the leadership of Liu Jiren.
The core logic of Neusoft capital operation is spin-off and MBO, which complement each other, promote the development of innovative business through spin-off and control Neusoft Group through MBO.
Liu Jiren, the first doctor of computer science in China, became the youngest university professor in China at the age of 33. He established the first software park in China and an influential software empire.
1988 The Software and Network Engineering Laboratory of the Computer Department of Northeast Institute of Technology was established. One and a half laboratories have all assets, three 286 computers and research funds of 30,000 yuan.
Liu Jiren, who came back from the National Bureau of Standards and was promoted to professor, established the Technology Transfer Center under such a research environment.
1989 and 199 1 year, Japanese alpai co., ltd., which mainly produces car audio and car communication systems, visited northeastern university twice to seek research cooperation on the internal system of automobiles. Finally, Liu Jiren's team moved up the mountain and got the start-up capital of 300,000 dollars.
The open software system development company of Northeast University of Technology and Alpine jointly established Shenyang Donggong Alpine Software Research Institute, and later merged into Neusoft Software Co., Ltd., which is the starting point of Neusoft Group and the main body of its listing.
Neusoft's development is bounded by 20 1 1 year, from "combination" before 201year to "division" after 201year.
From 1993 to 1995, IPO is still in the distant quota system era. Because Shenyang Dongda Alpine School is backed by Northeastern University, it belongs to a subordinate institution of the Ministry of Metallurgical Industry. It was approved to obtain the listing quota on 1995 and successfully listed on 1996. 4 million internal employee shares, accounting for 65,438+00% of the total share capital before issuance, are listed and circulated in batches.
At the beginning of listing, Neusoft's controlling shareholder was Northeastern University Software Center, and the interests of the management team and employees were mainly reflected in 4 million internal employee shares, but the team's demands obviously did not stop there.
1998 northeastern university was changed from the Ministry of metallurgy to the Ministry of education. In May, Northeastern University Software Center transferred its shares of listed companies to Northeast Software Group. 1 1 year, Baosteel Group increased its capital to Northeast Software Group, and the company was renamed Baosteel Neusoft. After 1 year, Baosteel Group and Northeastern University Software Center transferred 2 1% shares to Baosteel Neusoft Trade Union, and the interests of employees were reflected to a greater extent through the trade union.
200 1, Baosteel Neusoft was renamed Neusoft Group. For compliance reasons, Baosteel Neusoft Trade Union was finally quantified as Shenyang Xu Hui Science and Technology, with a shareholding platform of 137 employees. Until 2008, Shenyang Xu Hui Science and Technology held 23.42% shares of Neusoft Group, becoming the second largest shareholder after Northeastern University.
In 2008, the CSRC approved the merger of Neusoft Group and Neusoft, and the listed company was renamed Neusoft Group.
Neusoft and Neusoft Group, which have been developing in parallel, merged, and all parties benefited a lot. By the end of 20 10, the major shareholder, Northeastern University Industrial Group, held a market value of 3.47 billion yuan, and the employee-owned platform, as the second largest shareholder, held a market value of 338 100 million yuan, while Alpine held a market value of 2.747 billion yuan and baoshan iron & steel held a market value of/kloc-0.954 billion yuan.
On 20 1 1 year, the first stage of Neusoft Group's development ended with the liquidation of employee stock ownership platform, and 137 natural person shareholders all gained a lot of wealth.
On March 20 1 1, the shareholding platform was transferred to Chengdu and renamed as Chengdu Xu Hui Technology. The shares held by the shareholding platform were distributed to 137 shareholders through compulsory liquidation ruled by the court. Liu Jiren, who started his business from scratch and led the employees of Northeastern University, Alpai, Baosteel and 137 to become rich, holds 7160,000 shares of listed companies, accounting for 0.58% of the shares of listed companies.
Neusoft Holdings also stepped forward in this context.
Neusoft education is of great significance to Neusoft Holdings, which started from the School of Software of Northeastern University. Neusoft Holdings' first battle was to win Neusoft Education.
On 20 1 1 year 1 1 month, Neusoft Holdings was established by joint investment of Dalian Kangrui Road, Northeastern University and Yida Investment. Behind Dalian Kangrui Road are 22 natural person shareholders, including Liu Jiren.
Neusoft Group started its education business in 20001,and began to make profits in 2007, with revenue of 305 million yuan and profit of 65.438+0.68 million yuan.
In 2008, after Neusoft Group merged with Neusoft Holdings, Dalian Neusoft Software Park Industrial Development Co., Ltd., as the main part of the education sector, was incorporated into the listed company system.
20 1 1, 1 In February, the listed company announced that Neusoft Holdings acquired Neusoft Group's educational assets at a consideration of 424 million yuan, which was only included in the 10.43% housing and land appreciation based on the consolidated net assets.
In 2020, Neusoft Education applied to be listed on the Hong Kong Stock Exchange, and its net profit from 20 17 to 20 19 was150,000 yuan,1320,000 yuan and1390,000 yuan respectively. On the eve of listing, it became the "king of dark spots", with an increase of more than 25% and a market value of 4 billion yuan.
While divesting Neusoft Education, Neusoft Holdings and Yida Group established Tianjin Neusoft Ruidao on 20 12 to provide IT training and talent services for colleges and universities, and achieved a profit of 34.97 million yuan that year.
In the profit composition of Neusoft Education, in addition to the tuition and accommodation fees of higher education, which account for nearly 80%, it also includes the business income of "integration of production and education" realized by Neusoft Holdings.
From 20 12 to 20 14, Neusoft Group paid Tianjin Neusoft Ruidao 32.5 million yuan, 65438+21000000 yuan and1330000 yuan respectively. After 20 15, Neusoft Group disclosed the amount of merged related party transactions, and paid the service fee of 654.38+78 million yuan that year. In 20 19, Neusoft Group paid Neusoft Holdings a service fee of 390 million yuan.
Neusoft Group, a listed company, divested the education sector and entrusted Neusoft Holdings to provide software outsourcing services. Outsourcing gross margin 13% can be described as killing two birds with one stone. Neusoft Education has achieved stable profits, and Neusoft Holdings and its shareholders have made considerable profits.
At that time, the education sector was separated from the listed companies, and the consideration was only the net assets plus a mere 65,438+00.43% evaluation appreciation. Neusoft Education, which has been developing and growing to an independent listing, failed to bring benefits to listed companies.
On the one hand, the original shareholders reduced their holdings of listed companies, on the other hand, the management team and the introduced shareholders increased their capital of Neusoft Holdings. Neusoft Holdings has gradually consolidated its position as the largest shareholder of Neusoft Group by increasing its holdings of listed companies twice.
Since 20 15, he has been following Northeastern University, Alpine, baoshan iron & steel and other major shareholders of Neusoft Group to reduce their shares in listed companies.
2065438+March 2005, Baosteel Group announced that it would reduce its holdings by 5.2%, and the shares it held after the reduction accounted for 4.72% of the total share capital of Neusoft Group.
2065438+In July 2005, Alpine transferred 5% shares of Neusoft Group to Neusoft Holdings at a total consideration of10.66 million yuan.
20 16 12, Northeastern University Industry Group announced that the cumulative reduction ratio reached 5% of the total share capital of Neusoft Group.
At the same time, the management team and the introduced shareholders increased the capital of Neusoft Holdings, and Neusoft Holdings increased the shares of listed companies twice and eventually became the largest shareholder.
2065438+September 2005, PICC China increased its capital to Neusoft Holdings by105438+02 million yuan.
20 15 12, Alps increased its capital by 577 million yuan to Neusoft Holdings.
After the capital increase, the valuation of Neusoft Holdings reached 5.574 billion yuan. However, according to the 20 14 annual report of Neusoft Holdings, the net assets are 370 million and the net profit is only 32,783,400 yuan.
20 1 16 years 10 month, Dalian Neusoft Thinking, a holding subsidiary of Dalian Kangruidao, increased its capital to 1082% according to the valuation of 5.574 billion yuan in 20 15 years, with a cost of more than 676 million yuan, while Dalian Neusoft Thinking 2065438.
Neusoft Holdings can raise more than 2.2 billion yuan in three times according to the valuation of 4-5 billion yuan, which is closely related to the acquisition of Neusoft Education by 20 1 1 and the realization of outsourcing service income, and thus gain further control of Neusoft Group.
20 16 12, Neusoft Holdings increased its shareholding in the listed company to 10%, and the transaction consideration was165438+93 million yuan.
20 17 June, Neusoft Holdings increased its holdings to 1 1.37% again, with a transaction consideration of 325 million yuan.
At this point, with the original major shareholder Northeastern University and the second shareholder Alpine successively reducing their holdings, they gave up their controlling position; Neusoft Holdings became the largest shareholder of Neusoft Group with a total consideration of about 2.584 billion. The main sources of funds are PICC in China, Alps and Kangrui Road in Dalian. 2065438+March 2007, Neusoft Holdings pledged all its shares in listed companies.
From 20 14 to 20 17, Neusoft Group lost control of Neusoft Medical, Neusoft Xikang and Neusoft Wanghai successively through capital increase and equity transfer.
Neusoft Medical, a subsidiary of Neusoft Health Plate, comes from the CT equipment of Northeastern University Imaging Center; Neusoft Xikang is the main operator of the cloud hospital plate; Neusoft Wanghai's main business is medical informatization.
20 14 12, Neusoft Group announced that Neusoft Medical intends to introduce investors. Hony Capital, Goldman Sachs, Tonghe and Neusoft Holdings invested 2.733 billion yuan (including/kloc-0.6 billion yuan) in Neusoft Medical, with a pre-investment valuation of 2.5 billion yuan. Among them, Neusoft Holdings invested 900 million yuan and held 22.2% equity of Neusoft Medical after the capital increase.
2065438+July 2006, Neusoft Group lost control of Neusoft Medical after two rounds of delivery agreements.
From 2065438 to September 2007, Dalian Kangrui Road continued to evaluate Neusoft Medical with a capital increase of 422 million yuan.
Neusoft Holdings and Dalian Kangrui Road acquired about 24.4% shares of Neusoft Medical, with a total consideration of about 65,438+03.22 million.
In July 2020, Neusoft Medical applied to be listed on the Science and Technology Innovation Board. At the end of 20 19, Neusoft Medical's operating income was 1900 million yuan, while Wandong Medical's operating income was 980 million yuan, with a market value of 7.38 billion yuan.
Just like Neusoft Medical, Neusoft Xikang introduced $65.438+0.7 billion in financing from investors such as Hony Capital, Goldman Sachs and Neusoft Holdings, and then introduced $64 million in financing from China PICC and Alpine Electric Co., Ltd. Until July 2065.438+06, Neusoft Group lost control of Neusoft Xikang.
Neusoft Holdings acquired 23.4% of the shares by twice increasing the capital of Neusoft Xikang by US$ 43 million and RMB 94 million. At present, Neusoft Xikang is also actively preparing to be listed on the science and technology innovation board.
It is worth noting that the spin-off time of Neusoft Medical and Neusoft Xikang just spanned the capital increase of China PICC and Alps to Neusoft Holdings:
On 20 14 12, Neusoft group announced the spin-off plan of Neusoft Medical and Neusoft Xikang.
In September of 20 15 and February of 12, China PICC and Alps increased their capital to Neusoft Holdings according to the pre-investment valuation of 4 billion.
From 2065438 to April 2006, Neusoft Holdings completed the capital increase of Neusoft Medical and Neusoft Xikang.
The unavoidable question is whether Neusoft Medical and Neusoft Xikang will be included in the valuation of capital increase of Neusoft Holdings by PICC and ALP in China. Otherwise, for a company with a net asset of 370 million and a net profit of 32.78 million, it is difficult to explain the rationality of giving a valuation of 4 billion.
Neusoft Wanghai's listing plan is also in the pipeline.
20 15, 12, Ping An Jianteng and Neusoft Holdings acquired the shares of Neusoft Wanghai through capital increase and share transfer, of which Neusoft Holdings invested 206 million yuan, and acquired a total of 14.07% shares.
20 1 17 In June, China Ping An Life Insurance Company of China Insurance Company, Taikang and Neusoft Holdings increased their capital by150.4 billion yuan, and Neusoft Group's shareholding in Neusoft Wanghai decreased to 29.3%, and it no longer holds shares in Neusoft Wanghai. Neusoft Holdings invested 223 million yuan in two rounds, holding 8.23%.
Looking at the development history of Neusoft, in Liu Jiren's words, it is "to retreat for progress, in order to achieve greater development."
20 1 1 years ago, with the "merger" as the main line, listed companies acquired the imaging center of Northeastern University and entered the medical sector, Neusoft Group acquired Neusoft, and the education sector was merged into listed companies.
In the process of "merger", Neusoft Group employee stock ownership platform earned the first bucket of gold.
After 20 1 1 year, Neusoft Education will be sold and Neusoft Medical, Neusoft Xikang and Neusoft Wanghai will be split.
In the process of "spin-off", Neusoft Holdings acquired the controlling right of Neusoft Education, its software outsourcing business was supported, and finally it earned a lot of money through the independent listing of Neusoft Education.
At the same time, the equity appreciation of Neusoft Education and the spin-off scheme of Neusoft Medical and Neusoft Xikang provided support for Neusoft Holdings to introduce high-valued strategic investors on 20 15. This "spin-off" once again achieved Neusoft Holdings and employee stock ownership platform.
Neusoft Holdings' capital operation mode of "egg" and "chicken" can be described as exquisite, and it has achieved explosive growth in ten years. But in this process, listed companies as "incubators" did not benefit:
After the acquisition of educational assets, listed companies and Neusoft Holdings have large-scale related transactions every year, which supports the valuation of Neusoft Holdings and part of the profit sources of Neusoft Education.
During the separation of Neusoft Medical and Neusoft Xikang, both listed companies promised to buy back their shares. If it is successfully listed, shareholders including Neusoft Holdings will gain huge profits. If it cannot be listed, listed companies may face the risk of contingent liabilities when they buy back shares.
In the process of splitting the big health sector, the requirement of splitting and listing by the CSRC was successfully circumvented through the identification of no actual controller.
However, in the three years from 20 17 to 10, the market value of Neusoft Group has dropped by 5 billion yuan. Is the continuous spin-off model really the most favorable choice for listed companies?
Liu Jiren likes to use the phrase "a cat has nine lives" to say Neusoft changes its life every five years. For Liu Jiren, the spring breeze of the great era of equity investment will realize a broad capital territory after all Neusoft enterprises go public.