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September 24,Kerry(002072.SZ) suddenly encountered a major negative. The company announced that it had received a “Detention Notice” and a “Case Filing Notice” issued by the Supervision Committee of Dudao District, Jingmen City. The company’s chairman and general manager Ji Xiaowen was investigated and detained for suspected bribery. The sense of capital is always keen. Before the announcement was issued, when more than 5,000 stocks rose in the market, Kairuide fell 6.16% on the day.
Over the past decade, Ji Xiaowen and Kairuide, one is very good at capital operation, frequently helping the actual controllers of companies on the verge of delisting to get out; the other frequently changes its main business, but repeatedly fails. Titanium Media APP sorted out the information and found that since Ji Xiaowen entered the company, in order to start a series of capital operations, the relationship with the Hubei Jingmen government and state-owned assets has gradually become closer, and the company has even changed its registered address from Dezhou, Shandong to Jingmen, Hubei.
“He who is good at water will drown.” This time, the “two-way rush” may bring Ji Xiaowen’s victory in the capital market to an abrupt end, and Kaired may have to change its actual controller again.
Ji Xiaowen and Kairuide’s “two-way rush”
Ji Xiaowen, born in 1972, has worked in the financial system for a long time since graduating from university.Bank of ChinaShandong Branch, China Orient Asset Management Company Qingdao Office and other institutions, and later served as ST Jiufa (later renamed “Ruimaotong”), Shenzhen Huicheng (later renamed “Huicheng Technology”),Qunxing ToysChairman of several listed companies.
These listed companies all have one thing in common – they all faced some financial problems during Ji Xiaowen’s tenure. However, under Ji Xiaowen’s series of capital operations, these companies have basically escaped danger, so Ji is jokingly called a “professional chairman”.
Among them, ST Jiufa achieved its 30th consecutive daily limit increase during Ji Xiaowen’s tenure, becoming the “daily limit king” of the year and causing a sensation in the capital market.
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Looking back at his experience in listed companies, Ji Xiaowen’s operating routine is very similar, which is to continuously push the company to carry out capital restructuring.
For example, in 2008, the listed company ST Jiufa was punished by the China Securities Regulatory Commission for financial fraud and faced delisting. Subsequently, due to the decline in the company’s performance and facing difficulties, it applied to the court for debt restructuring.
Under Ji Xiaowen’s operation, Zhongyinxin Investment Co., Ltd. (hereinafter referred to as “Zhongyinxin”), where Ji Xiaowen worked, became the largest shareholder of ST Jiufa, and the original shareholders successfully cashed out. In 2011, Ji Xiaowen introduced Zhengzhou Ruimaotong Supply Chain Co., Ltd. as the new controlling shareholder by issuing additional shares to purchase assets. Next, Zhongyinxin transferred its shares to Shen Renrong, Jiang Depeng and ZhejiangNew WorldReal Estate Group Co., Ltd. thus cashed out and exited.
After that, Shen Rongren, Jiang Depeng and New World Real Estate reduced their holdings again through the secondary market. After a series of operations by Ji Xiaowen, the debt problem of the original major shareholder was properly resolved and cashed out. The new shareholder entered and pushed up the stock price. After finding the next company to take over, many original shareholders cashed out and exited smoothly. Finally, Ruimaotong, which was taken over, was successfully listed.
After completing the restructuring and acquisition of ST Jiufa, Ji Xiaowen resigned as the chairman of Ruimaotong in early 2014 and then took office as the chairman of Shenzhen Huicheng. Similar to the situation of ST Jiufa, Shenzhen Huicheng followed suit. Shenzhen Huicheng’s then chairman, Lv Xiaoyi, was punished by the China Securities Regulatory Commission for information disclosure violations and had to resign as chairman. After Ji Xiaowen became the chairman of Shenzhen Huicheng, Lv Xiaoyi successfully cashed out and exited. Finally, Ji Xiaowen successfully sold Shenzhen Huicheng to Ren Jinsheng and He Ping, and a wave of company restructuring was successfully completed again.
Media have previously calculated that Ji Xiaowen changed companies every three years on average to serve as chairman. On September 20, 2016, Ji Xiaowen became the chairman of his new company, Qunxing Toys. The following year, Qunxing Toys suffered its first loss, after three consecutive attempts to sell its shell. After Ji Xiaowen entered the company, his approach was similar to disposing of the company’s assets first and then planning the transfer of the major shareholder’s equity. Through Ji Xiaowen’s operation, Qunxing Investment, the major shareholder of Qunxing Toys, successfully cashed out and exited, and Chengdu Xinghe, controlled by the new shareholder Wang Sanshou, became the controlling shareholder of Qunxing Toys.
At this point, Ji Xiaowen’s halo in the capital market was already there, and this also laid the groundwork for the bumpy experience he encountered after taking over Kerry Group after its listing.
Kairuide, formerly known as Shandong Demian Co., Ltd., is a large cotton textile enterprise. It was listed on the Shenzhen Stock Exchange in 2006, but the following year, Kairuide’s revenue began to decline. In 2008, the company began to suffer losses. In 2010, the company was issued a delisting risk warning by the Shenzhen Stock Exchange. After that, the company’s controlling shareholder, Demian Group, began to plan to sell the company’s control.
In the following decade, Kairuide frequently changed its main business. In addition to the earliest textile business, the company also planned to engage in Internet-related businesses, coal trading business and house rental business. During this process, the company experienced three actual controllers including Wu Lianmo, Zhang Peifeng and Wang Jian, but the performance did not improve and it was once on the verge of delisting. Among them, Wu Lianmo and Zhang Peifeng, the two actual controllers, were also investigated for violations of laws and regulations.
In April 2019, Wang Jian acquired 5.19% of the voting rights of Kaired from Zhang Peifeng and began to increase his holdings of Kaired shares. Under his promotion, Kaired began to transform into coal trading business.
It was also from this year that Ji Xiaowen and Kaired began to have their interactions.
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In June 2019, Ji Xiaowen successively served as Chairman and General Manager of Kairuide. In June 2020, Kairuide andJingmen Municipal GovernmentSigned the “Strategic Cooperation Framework Agreement”. One month later, the company’s registered place was changed from Dezhou, Shandong to Jingmen, Hubei.
In December 2020, Ji Xiaowen began to operate Kairuide on the road of restructuring. In November 2021, Wang Jian, as a restructuring investor, held 20.45% of the company’s shares and became the company’s largest shareholder and actual controller. At the same time, the company also introducedJingmen State-owned Assets Supervision and Administration CommissionIts subsidiary Nonggu Group acquired shares and signed a cooperation agreement with the Jingmen Municipal Government, pledging to achieve revenue of 400 million yuan, 600 million yuan and 900 million yuan from 2022 to 2024 respectively.
The “Notice of Detention” and “Notice of Case Filing” received by Kaired this time came from Duodao District, Jingmen City, Hubei Province. Ji Xiaowen was also investigated and detained for suspected bribery. It is unknown what kind of “deal” Ji had with the relevant departments and units of Jingmen City.
It is worth mentioning that on August 29, 2023, Kairuide also received a “Notice of Case Filing” issued by the China Securities Regulatory Commission. The company was suspected of violating laws and regulations in information disclosure and was investigated. However, as of now, the investigation by the China Securities Regulatory Commission is still ongoing, and it is still unknown whether there is a connection between the two.
Under Ji Xiaowen’s management, the company’s performance has improved significantly in recent years. From 2021 to 2023, the company’s operating income was 127 million yuan, 359 million yuan, and 336 million yuan respectively; the net profit attributable to the parent company was 9 million yuan, -10 million yuan, and 2 million yuan respectively. However, the performance in 2022 and 2023 has not yet reached the performance commitment in the previous restructuring agreement.
In the first half of 2024, Kaired’s operating income was 328 million yuan, a year-on-year increase of 123.32%; the net profit attributable to the parent was 4.6086 million yuan, a year-on-year increase of 773.34%.
Although the company’s net profit has improved, a closer look at the company’s financial data reveals many doubts. First, a company with a revenue of more than 300 million has only 33 employees, including only 10 sales staff, 8 administrative staff, and 10 other unclassified staff; in addition, in the past five years, the company’s sales to the top five customers accounted for more than 95% of the company’s total sales, and this proportion even reached 100% in 2021.
On August 6, Kaired also disclosed a major asset restructuring plan, planning to acquire no less than 29.0134% of State Grid’s shares for no less than 387 million yuan, becoming its largest shareholder. The transaction method was cash payment, but as of the first half of this year, Kaired had only more than 27 million yuan in cash on its account.
Ji Xiaowen was investigated and detained, making the transaction, which was already questionable, even more “precarious”.
(This article was first published on Titanium Media APP, author | Yu Ying, editor | Cao Shengyuan)
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