Recently, the United States once again arbitrated China's photovoltaic products and ruled a countervailing duty rate of 17.14% to 18.3%.

I do not know, now troubled EGing Photovoltaic 600537, former chairman of attending shares Xun Jianhua, I heard the news would feel, will remember six years ago, that made him Ruzhui icehouse day.

Cliff: Yijing Optoelectronics shares collapse

In the early summer of this year, all parts of the country were hot and hot. However, for investors holding Yijing Optoelectronics (600537.SH), the heart should be cold.

The nightmare begins on April 15, 2017.

On the same day, Yijing Optoelectronics issued a notice stating that its wholly-owned Sun Company, Yijing Energy, was initiated anti-arbitration due to serious delays in construction period, involving nearly 300 million yuan.

As soon as the news came out, the stock price fell, and fell by nearly 10% in ten trading days.

To make matters worse, on April 29, Yijing Optoelectronics released a quarterly report. As a result, waiting for the stockholders is another detonated mine.

According to a quarterly report, the company's operating income was only 780 million yuan, a sharp drop of 35% year-on-year; net profit was less than a fraction of the same period last year, from 93.43 million yuan, to 9.37 million yuan, plummeted 90%...

The above picture is taken from Yijing Optoelectronics 2017 Quarterly Report

The big change in financial data, in return, is the stock's diving again, and it is 10 trading days, a drop of more than 20%.

The so-called misfortunes alone, Yijing Optoelectronics suffered two consecutive crit in a short period of time, enough to make people feel desperate, but the doom is not over, the third black swan is coming soon :

Since May 4th, the company has received four inquiries from the Shanghai Stock Exchange. The content directly refers to the fact that the actual controller, Jianhua Jian, is suspected of defrauding the regulatory authorities and illegally transferring the shares. On June 21, the China Securities Regulatory Commission issued a notice of filing a case, which will conduct a violation of the inspection of Yijing Optoelectronics.

Four inquiries from the Shanghai Stock Exchange and a paper copy of the Securities and Futures Commission. This time, the anger from the regulatory layer directly took the share price of Yijing Optoelectronics to the floor.

Among them, July 17 closed at 4.56 yuan / share, the lowest value in the past eight years.

So, what is the reason that makes Jingjing Optoelectronics' main business encounter Waterloo? Why does Qi Jianhua risk the transfer of equity at the risk of violating regulations? After a three-month drop in three months, is there any chance of turning over the quilt funds?

All this must be said more than ten years ago, the years when dreams are good and passions are still there.

Dream: Yan Jianhua’s arrogance

Different from today's bleak and exhausted life, Yu Jianhua, who was more than ten years ago, can be described as ambition and ambition.

In 2003, Qi Jianhua invested in the establishment of Changzhou Yijing Optoelectronics Technology Co., Ltd. (now the core company of Yijing Optoelectronics, hereinafter referred to as “Changzhou Yijing”), whose main business is the production of crystalline silicon, solar cells and battery components. With sales.

At that time, it was the eve of the world's photovoltaic industry's early eve, a wave of wealth that swept across the country.

In 2004, with the promulgation of the German Renewable Energy Law, high subsidies for photovoltaic power generation, as well as policies from Denmark, Italy, Spain and many other countries, the demand for photovoltaic products began to blow up.

(Figure 1: From China Electronic Information Industry Network)

Due to the early layout and low cost, Chinese PV companies can fully enjoy the rich dividends brought by the growth of the global market. Not only did the three giants of Suntech, Hanergy, and Yingli have been born, but they have created the richest people in China, Shi Zhengrong and Li Hejun. Moreover, Changzhou Yijing of Qi Jianhua has also made great progress.

As of the end of 2009, Changzhou Yijing achieved operating income of 1.927 billion yuan, net profit of 239 million yuan, and ranked second in Forbes' "2008 China Potential Enterprise List".

In the same year, Changzhou Yijing also began a battle against the capital market – seeking “backdoor” Haitong Group (now “Yi Jing Optoelectronics” 600537.SH).

At that time, Yan Jianhua was undoubtedly full of enthusiasm and full of confidence. In order to successfully borrow the shell, he did not hesitate to sign a “gambling agreement” with the listed company. He promised that from 2010 to 2013, the net profit would reach 304 million yuan, 349 million yuan, 367 million yuan and 339 million yuan respectively. If the target cannot be achieved, The shares will be compensated. According to the 2009 net profit data, achieving the above goals is not difficult.

In 2011, through private placement and asset replacement, Changzhou Yijing became a subsidiary of Haitong Group, which was renamed “Yi Jing Optoelectronics”.

Practically speaking, under the great situation of the photovoltaic industry at the time, Qi Jianhua’s plan was not a feverish mind. In 2010, the company handed over a net profit of 747 million yuan, the company's stock price in just one and a half years, from 8 yuan / share, all the way soared to 60 yuan / share.

Established for 8 years, Yijing Optoelectronics has ushered in its most brilliant moment.

However, no one thought that a devastating gray rhinoceros would suddenly come; even more unpredictable is that the gambling agreement that seemed to be difficult to achieve at the beginning became the most uncomfortable place for Jianhua.

Transition: Europe and the United States cofferdam

Carefully analyze the development track of China's photovoltaic industry. It can be clearly seen that, due to the geometric growth of the market, the improvement of the production capacity of China's photovoltaic industry can be described as crazy. For example, by 2011, 000,591 solar, diagnosis battery module production share of world production has accounted for up to 60%.

(Figure 2: From China Electronic Information Industry Network)

However, behind the flourishing prosperity, two mines have been quietly buried.

First, it is a deformed product structure.

For a long time, China's PV products have been in the “two-out” mode of raw materials relying on imports and sales relying on exports. In essence, they are still processing materials with limited gross profit.

Second, it is a deformed market structure. As can be seen from Figure 1 and Figure 2, China's domestic PV products have been in a state of far greater demand than for more than a decade, and have a high dependence on overseas markets (mainly developed countries in Europe and America), especially before 2011. Production capacity is almost entirely digested by the international market. In the proportion of sales of Yijing Optoelectronics, overseas customers have also maintained a high level of over 80%.

(Figure 3: Distribution of customers in Yijing Optoelectronics from 2008 to April 2011)

On November 9, 2011, the gray rhinoceros that was enough to crush an industry came unexpectedly—the US Department of Commerce officially entered the filing process for the “double-reverse” of Chinese PV products.

The so-called double-reverse, that is, "counter-subsidy, anti-dumping", once identified, will face high punitive taxes.

As for the latter things, it is well known that from 2011 to the present, the United States has been in the third round for the "double opposition" of Chinese PV companies, and the EU has also raised a big stick in 2012. The irony is that in the past, in the face of the sudden accusations of the US, many corporate executives and industry insiders also made "a big thunder, a small raindrop", "the Chinese and American companies are highly bound, and the possibility is not great". Judging, it has created a more passive situation for yourself.

As mentioned above, in the case of overcapacity, low gross profit margin, high dependence on European and American markets, and inadequate preparedness, China's photovoltaic industry has almost encountered an industry-wide disaster. From 2011 to 2012, more than half of the domestic polysilicon production enterprises stopped production or even went bankrupt. Among the top three photovoltaic companies, Suntech and Yingli suffered huge losses and collapsed.

As for Yijing Optoelectronics, it is hard to say whether this company is lucky or unfortunate.

On the one hand, despite the sharp deterioration of the overseas market, the company's net profit fell sharply, with a loss of 688 million yuan in 2012. In fact, Qi Jianjun is one of the entrepreneurs who were aware of the market structure malformation earlier. In 2011, overseas users The proportion has dropped to 60%, and in 2012 it has dropped further to 54%, and it has turned losses in the following year.

On the other hand, although in the case of chicken feathers in the industry, Yijing Optoelectronics succeeded in slamming the impact and the road to transformation was smooth. However, the profit-to-gambling agreement signed at the time of listing did not have an industry downgrade. Conditions, on the neck of Yan Jianhua, tighten a little.

For gambling: if you fail, you will never be able to rob

Wang Qiang, the co-founder of Zhenge Fund, once said: "As an entrepreneur, it is never possible to win a game of gambling. In the agreement on gambling, entrepreneurs face investors like face-to-face dealers in casinos. The probability of winning has long been counted.” He also gave a more straightforward explanation: “The entrepreneur is worthy of the capital to treat it sincerely, and the gambling is basically a fool of the entrepreneur, so that he does not understand at all. Next, sacrifice your future."

In fact, not only the startup company, but no matter which stage of the enterprise, once contaminated with the word "being gambling", it is like standing on the edge of the cliff, a little careless, that is, never recovered.

According to the gambling agreement, if the goal is not met, Yan Jianhua needs to hold the company's shares for compensation, and according to the compensation formula and the difference between the actual net profit and the predicted net profit, at least 80% of the shares need to be given out, which means Zhai Jianhua will lose control of the company.

Ten years of wind and rain, but in the end, due to a disaster in the industry, the company has handed over its own business, and the feelings of Jian Jianhua can be imagined.

Sure enough, on April 27, 2013, Yijing Optoelectronics announced that the compensation method will be changed from the original equity to four types: guaranteeing the company’s bank loans with share pledge; transferring shares without compensation; extending the lock-up period of the shares for three years ( As of the second half of 2016), and not involved in profit distribution.

In this regard, Huatai Securities 601688, shares stakeholders attending the Mustang financial analysis behind the transformation of the mode of compensation, often changing demands of the shareholders of the company.

According to the analysis, according to the new compensation agreement, Yan Jianhua needs to pledge all the shares he holds to the bank to guarantee the company's loans, which means that if the company's share price drops again, a new crisis will occur.

In other words, Yan Jianhua was forced to increase his willingness to maintain the company's stock price.

In addition, the net profit difference of the promised profit compensation commitment, compared with the equity transfer, the implementation will be greatly reduced. If there is a company's annual loss, the phenomenon of the large shareholder cashing away, originally belonged to the gambling party. Responsibility will be passed on to all investors.

Humanity: the test of the bottom line in front of interests

The change in the way of compensation for the gambling agreement made Qi Jianhua see the dawn of his own "stop loss", and the facts prove that once the pride of the past, after all, can not withstand the test of reality.

At the end of 2016, when the stock lock-up period arrived, waiting for Yijing Optoelectronics' retail investors, it was two things that were “unexpected among humanity”.

The first is the performance of the face.

There are two reasons for the change of performance. First, there are problems in the operation of the company, second, the financial data is whitewashed, or both.

Indeed, in the first half of 2017, affected by industry fluctuations, in addition to a few black horses such as Longji shares 601012, diagnostic stocks (601012.SH), the vast majority of PV companies' performance was terrible and mournful. The revenue and net profit decline of Yijing Optoelectronics seems to be somewhat reasonable.

However, a detailed analysis of the data related to Yijing Optoelectronics, but there are many strange phenomena.

First, Yijing Optoelectronics' inventory in the first quarter increased by more than 200 million compared with the end of 2016, which is more than 20 times its net profit, close to one-third of operating income. Compared with other similar companies, such as PV shares 600184, diagnostic stocks (600184.SH), Tuo Xin Xinneng 002218, and diagnostic stocks (002218.SZ), there was no significant increase in inventory performance in the first quarter.

In this regard, Xu Chengyi, director of investment in gold sunflower capital, told Wildman Finance that the domestic PV industry is in a downturn and even overcapacity is obvious to all. Under such a background, it is understandable that related companies face operational difficulties or even problems. However, in the case of negative operating cash flow, Yijing Optoelectronics also rushed to increase inventory, which seems to be dangerous.

Secondly, according to the risk warning of “Ji’an Jinxin Listed Company’s Competitive Analysis System”, Yijing Optoelectronics suspects that “multiple inventory value”, “multiple fixed assets” and “unusual benefits are included in operating interests” Many problems, such as “no write-off of assets or provision for confirmation of losses”, are suspected of inflating profits and manipulating profits through inventory, and there is a high possibility of financial fraud.

Mustang Finance has contacted Yijing Optoelectronics several times by phone and email, but as of press time, no reply has been received.

Second, the equity of Qi Jianhua was “a big escape”.

At the end of December 2016, Qi Jianhua and Shenzhen Qinchengda Investment Management Co., Ltd. (hereinafter referred to as Qinchengda Investment) signed the Cooperation Framework Agreement, which plans to acquire 235 million shares of the company (accounting for 20% of the company's total share capital). Transferred to Qinchengda Investment, the transfer price is 3 billion yuan.

Among them, only 695 million yuan is used to pay the compensation for the listed company, and the rest is the shareholder's own cash, which undoubtedly represents that Qi Jianhua is trying to withdraw from the company.

At the same time, because the "Company Law" restricts the transfer of shares by the directors, supervisors and officers, the annual transfer of shares shall not exceed 25% of the shares held by them. Therefore, the parties agreed that the share transfer will be carried out in two phases, and the transfer amount will be 1.5 billion yuan each. In the first period, the company transferred 7.59% of the shares to Qinchengda, and the remaining 12.41% of the shares entered the second phase of the transfer.

However, it is worth noting that in January this year, the two parties formally signed the "Equity Transfer Agreement". When Yijing Optoelectronics disclosed the first phase of the equity transfer, the Shanghai Stock Exchange inquired about the details and intentions of the transfer. However, However, Yijing Optoelectronics did not mention the second phase of equity transfer, and it was mixed with the words “stable control”, “not belonging to a package deal” and “no control over the transfer”.

Until the first phase of the transfer of shares was completed, Yijing Optoelectronics disclosed the “Prompt Announcement on the Transfer of Shares of the Controlling Shareholders and the Possible Change of the Actual Controller” on May 25, explaining the transfer of the shares in two phases. It also indicates the circumstances in which the actual controller may change.

Interestingly, on May 9, Yan Jianhua has resigned as chairman.

In addition, in November 2016, it held two large-scale reductions in its holdings of Yijing Optoelectronics, which were 1995 million shares (1.7% of the total share capital) and 15 million shares (1.28% of the total share capital). 260 million yuan.

Based on the above, you can see:

1. The equity of Zhai Jianhua’s pledge was lifted in the second half of 2016;

2. In the case of doubtful financial data, in 2016, Yijing Optoelectronics achieved good results;

3. At the risk of violating the law and regulations, Jian Jianhua sold most of his shares in late 2016 and early 2017;

4. In the first quarter after Yan Jianhua sold shares, Yijing Optoelectronics changed its face and its stock price plummeted.

Whether this series of incidents is a complete coincidence or a different cause, the final result is pending investigation by the SFC.

Fupan Yijing Optoelectronics (Changzhou Yijing) has developed its road for more than ten years.

Objectively speaking, if there is no catastrophe in 2011, if there is no paper-to-gambling agreement, today’s Sui Jianhua is likely to look different.

This can not help but remind people of Luo Yin's sentence, " Whenever comes to heaven and earth, the heroes are not free ."

Can it be that the bad fortune can be a reason to trample on market rules?

In 2012, on the eve of the collapse of Suntech, Shi Zhengrong chose to refuse when the National Development Bank proposed to use all personal assets as a guarantee to win a new bank loan for Suntech.

In 2015, after the stock price surged, Hanergy plunged and smashed an investor. Today, no one can be sure, the former richest man, Li Hejun, is thinking about what he is thinking.

In 2017, behind the cliff of Yijing Optoelectronics, he was busy with his escape from Jianhua.

Ten years of photovoltaic, a sad song, is sad, even more sad.