The wind is not halved, and the rain is more fun. Hello, everyone. The following is a small series of deep space, focusing on eating melons with everyone. The weather is good today. This is a good time to read the latest information and relax. Thank you for waiting. Now let's get down to business. Omar, the situation is getting more and more difficult.

After the company sold its core refrigerator assets, it staged a farce of 2 yuan selling Mutual Gold Company. You know, when Mutual Gold invested in Omar Electric, the value of Zhongrong Gold was 654.38+04 billion yuan.

Omar Electric is definitely a company with a story. After going public and changing its major shareholder, Zhao Guodong, the current actual controller, injected Internet financial assets, gradually dragging an enterprise with an annual net profit of more than 300 million to a loss of 654.38+09 billion in 2065.438+08. Now he has to sell his main business to pay off his debts.

In fact, looking back at Omar Electric's capital road after the shareholder change, many doubts emerge one by one.

Founder quits, Zhao Guodong takes over.

Founded in 2002, Omar Electric has found another way in the refrigerator red sea market. Omar Electric focuses on overseas markets and works for companies such as Whirlpool, Electrolux and Candy. In just seven years, this company became the first refrigerator manufacturer in China, and was listed on the small and medium-sized board of Shenzhen Stock Exchange on 20 12.

Founder Cai Shier was 55 when he founded Omar Electric. He used to be the production minister of Guangdong Zhujiang Refrigerator Factory, the director and general manager of Guangdong Kelon Refrigerator Company, and has nearly 20 years of management experience in refrigerator enterprises. Three years after Omar went public, the lifting of the ban ended and Cai Shire withdrew.

At this time, Zhao Guodong entered the public eye.

20 15, 10, Zhao Guodong cooperated with Tonglu Yanhua Investment Management Partnership and Tibet Jin Meihua Investment Co., Ltd. to jointly acquire the shares of nine natural person shareholders of Omar Electric at the price of1951000,000 yuan. After the transfer, Zhao Guodong holds 20.38% of the shares of Omar Electric, and Cai Shier holds more than 65,438+09.5% of the shares, becoming the largest shareholder. In this process, Zhao Guodong needs to invest12130,000 yuan, and the remaining 740 million yuan will be shared by Yanhua Investment and Jin Meihua Investment.

For Zhao Guodong, it is a good deal to swallow a company whose annual net profit exceeds 200 million yuan with 654.38+0.2 billion yuan. But it is not easy for it to take out 654.38+02 billion cash at once. Zhao Guodong adopted a two-step strategy:

On the one hand, he asked Omar Electric to acquire the 5 1% equity of Zhongrongjin, which he controlled, and got about 360 million.

Zhongrongjin is the protagonist of the recent asset farce in 2 yuan. The company was established in September 20 14, mainly engaged in Internet financial services. It owns Internet P2P platform, Haojiebao, wallet Jin Fu and mobile APP card.

20 15, 15 years129 October, Omar Electric signed the Equity Transfer Agreement with Zhongrongjin, Zhao Guodong, Yi Hongwei, Yang Peng, Gao Rong Capital Investment Center, Lian Jin Investment Management Center and other shareholders in Huaqing Road, Beijing, and acquired it for a total price of 6120,000 yuan. Among them, when Zhao Guodong transfers 30% of the equity, he can get about 360 million yuan of equity transfer.

It is worth noting that Gao Rong Capital, Huaqing Daokou, and Beijing Zhongqidian suddenly became shareholders in Zhongrongjin six months ago. The three investors hold a total of 0/0% equity of Zhongrongjin/KLOC, and the estimated consideration is only 40 million yuan. Because at that time, the net assets of Zhongrongjin S were about 85 million yuan, and the net profit for the same period was about 24 million yuan. Based on this calculation, the registered capital and capital reserve of Zhongrongjin is about 60 million yuan. After deducting the registered capital of Zhongrongjin of 22 million yuan, the total capital reserve of the three investment institutions is about 38 million yuan. Together with the registered capital of more than 2 million, the total is 40 million. This means that Zhongrong

On the other hand, after successfully raising 360 million yuan, Zhao Guodong plans to obtain the remaining funds by pledging Omar Electric. Zhao Guodong transferred 33,697,200 shares of Omar Electric, and the transfer was completed on 20 15, 1 1. Subsequently, Zhao Guodong pledged almost all the shares of Omar Electric to Haitong Securities for a period of about one and a half years. According to the current price of 100 yuan/share and the pledge rate of 50%, Zhao Guodong is expected to get about1700 million yuan in cash, which is enough to pay the transfer money of Omar Electric.

In this way, Zhao Guodong obtained such a profitable Shell Omar Electric Appliance with superb capital operation mode, and hardly spent a penny. But at the same time, it also pledged all the shares of Omar Electric, bearing the radical performance commitment of Zhongrongjin. This laid the groundwork for the crisis of Omar Electric.

In 20 15 and 20 16 years, the performance commitment of zhongrongjin is not less than 62 million yuan and1400,000 yuan respectively. According to the performance compensation agreement S equity in Zhongrongjin's second acquisition, the net profit of Zhongrongjin from 20 17 to 20 19 was not less than 240 million yuan, 264 million yuan and 290 million yuan respectively.

It has become a reality not to do the main business.

After the change of control, the former directors of Omar Electric collectively resigned, which was the first blow to the American refrigerator industry. Only Liu Zhancheng was left in the original management of Omar Electric. Liu Zhancheng has deep experience in the home appliance industry, and has worked for Hisense, Kelon and Omar Electric successively. Liu Zhancheng left Oma Electric on 20 17, and Bao took his place. Wei Bao 20 12 joined Omar Electric as regional sales director and deputy general manager. In June this year 165438+ 10, Yu Weibao also resigned. At present, the management of Omar electric appliance industry even has no industry experience.

In contrast, since 20 15, many executives with financial background have joined Omar electric. For example, Feng, the current executive, has worked in online banking, JD Finance and other institutions. Liu Xiangdong, the current general manager, used to be the assistant to the chairman of Zhongrongjin. Li and Zhang Jia, the outgoing deputy general managers, also have resumes in the financial industry. Obviously, from the perspective of human resources, the investment of the board of directors in home appliance business is decreasing.

After 20 17, Omar electric's refrigerator business in the United States was also restricted.

First of all, after 20 17, the advertising expenses of Omar electric appliances in the United States were greatly reduced. In 20 16, the advertising fee of Omar electric appliances in the United States reached the highest of 205 million yuan over the years. Since then, it has been falling all the way, and 20 18 is only 77 million yuan. In the first half of this year, it was190,000 yuan, a year-on-year decrease of 40.6%.

Photo: Wind Secondly, for exchange rate risk, Omar Electric changed its practice and relied heavily on financial instruments for hedging. Because Omar Electric's American refrigerator business is mainly oriented to the European market, Omar Electric has always had certain foreign currency loans to avoid the impact of exchange rate fluctuations. Although some derivative financial instruments will be used for hedging, the profit and loss scale of hedging is only a few million, indicating that Omar Electric uses fewer derivative instruments. However, on 20 16 and 20 17, Omar Electric gradually repaid all the foreign currency loans. Therefore, the use of derivative financial instruments has increased to hedge exchange rate risks. Since 20 15, the profit and loss of derivative fair value changes of Omar electric has risen to tens of millions. 20 18 years or even a direct loss1600,000 yuan.

Omar Electric abandoned the relatively safe exchange rate risk hedging strategy that it had been taking before, and greatly increased the use of high-risk financial derivatives, possibly hedging. After all, without high-yield assets, how can we support the high-yield of the Internet financial platform?

Photo: Wind is suspected of inflating costs and transferring benefits to Zhongrongjin.

The more serious problem of Omar Electric is that it is suspected of transferring benefits to Zhongrongjin through inflated costs.

According to the news, in 20 16, the purchase amount of the top five suppliers of Omar electric appliances was only 860 million yuan, compared with 2065,438+0,523 million yuan, a year-on-year increase of 77%. Generally speaking, refrigerator companies usually purchase core components from big suppliers, such as compressors. Under the condition of no price increase, the increase of purchasing volume of big suppliers should match the increase of sales volume. However, in 20 17, the sales volume of Omar refrigerators only increased by 20%, far below the increase of 47% in operating costs and 77% in supplier procurement. Although the cost of refrigerators did increase in 20 17 years, the increase in operating costs of Omar electric appliances far exceeded the reasonable range.

Image source: Omar Electric Annual Report, Interface News Research Department. In addition, the operating income data of Omar Electric USA Company is also questionable.

First of all, in 20 17, the main business income of Omar refrigerator increased by 32. 1%. No matter in the last year or in the following 20 18 years, the growth rate of operating income of Omar refrigerator is within 10%. The management did not give an explanation for the sudden increase in household appliances revenue. In 20 17, the growth rate of household appliances revenue of Omar Electric Midea even exceeded the growth rate of 30% of Haier Zhijia, a leading enterprise in that year. Other enterprises in this industry did not see a substantial increase in revenue in 20 17.

On the other hand, in 20 17, the sales of the top five customers of Omar electric declined instead of increasing. The proportion of the top five customers has also dropped from about 30% which has been stable to 20%. In 20 18 years, it continued to decrease to 17%. For OEM and export-oriented companies like Omar Electric, sales growth usually depends on orders from big customers. In addition to inflated income, another possible explanation is that Omar Electric has expanded a large number of small customers in one year. The latter possibility seems difficult to realize, and it is not explained in the annual report.

It is also worth noting that Omar Electric's freight growth rate and revenue growth rate do not match. Logistics cost is one of the most important items in the sales cost of large refrigerators. Theoretically, it should match the sales growth. However, in 20 17, the sales volume of refrigerators increased by 20%, and the freight rate only increased by 3.6%. In 20 18, the sales volume increased by 0.9%, and the freight rate decreased by 5 1%.

Image source: Wind, the operating cash flow of Omar Electric in the interface news research department is also very suspicious. 20 17 is the fastest-growing year for Omar electric appliances. However, the operating cash flow is not optimistic, with a substantial outflow of 833 million yuan. Even though the cash expenditure of financial services was 65.438+48.2 million yuan, the net cash inflow of home appliance business was about 650 million yuan, still slightly lower than in previous years. It can be seen that the situation of Omar Electric 20 17 is that the income will not increase and there is no cash inflow.

All the above phenomena point to the possibility of inflated income and inflated cost of Omar Electric. Exploring the reasons why Omar Electric did this may have a positive performance commitment with Zhongrongjin. Zhongrongjin S promises that the net profit in 20 17 will not be less than 240 million yuan, which is 7 1% higher than the promised performance in 20 16. The promised performance of 20 18 and 20 19 was only 264 million yuan and 290 million yuan, up by 10% year-on-year. Such a large growth gap means that Zhongrongjin may have passed a period of rapid growth in 20 17. The growth rate of 20 17 1% is entirely to keep the valuation. In this way, Omar Electric may take risks in order to realize the performance promise of Zhongrongjin 20 17, and use inflated costs to form external funds to support the performance of Zhongrongjin.

The crisis broke out.

By 20 18, with the operation of zhongrongjin S. Omar electric appliance, it was dragged into the quagmire.

Zhongrongjin lost 667 million yuan in 2065438+2008, and Omar Electric made provision for impairment of goodwill of 548 million yuan. In addition, the financial department made provision for bad debts of 1 1.2 1 100 million yuan, and confirmed liabilities of 397 million yuan, resulting in a loss of190.3 million yuan for Omar Electric in 2000/08.

In the first three quarters of this year, Zhongrongjin lost another 77,436,438+0110,000 yuan. According to the tripartite report, as of September 30th, 20 19, the equity value of Zhongrongjin 100% purchased by Omar Electric at a cost of13.96 million yuan was--45 10/0.00 million yuan. In order to protect Shell, Zhao Guodong decided to separate Omar Electric from Zhongrongjin. This shocked the market when 2 yuan sold Zhongrong.

A stone stirs up a thousand waves. The exchange also asked Omar Electric to analyze and respond to the rationality of Zhongrongjin's evaluation method, sale target and transaction price difference.

More than a month ago, Omar Electric made another decision that surprised investors: transferring 49% equity of Omar Refrigerator, a wholly-owned subsidiary. Omar refrigerator is the pillar of Omar electric appliance. Take 1- 10 this year as an example. The net profit of Omar refrigerator is 5.65438+0.8 million yuan. Omar Electric's net profit in the first three quarters of this year was only 299 million yuan.

If selling core assets to pay off debts is a last resort, then a bigger crisis of Omar Electric is still on the road. On the evening of February 22nd, 65438, Omar Electric announced that 30.94 million shares of Zhao Guodong Omar Electric were auctioned for violating the equity pledge. After the court's judgment, it belongs to the buyer Zhang Yu. Wind data shows that nearly 65,438+000% of Zhao Guodong's shares in Omar Electric have been pledged, and the current share price has fallen by more than 50% compared with the pledged price. There may be more mortgage defaults in Zhao Guodong.

After the transfer registration of this auction is completed, Zhao Guodong will hold 65,438+02.72% of the company's total share capital and remain the controlling shareholder and actual controller of the company. However, in the recent series of actions of Omar Electric S, perhaps another capital game is about to begin.

Learn how Omar Electric, which once had the largest refrigerator manufacturing base, was hollowed out. Please pay attention to the information column of deep space games, and the deep space editor will continue to update more scientific and technological information for you.

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