Text|Kingfisher Capital.
Is there a public offering for China's top universities**? That's right!
Many people may not know that Tsinghua University holds a small and medium-sized company.
However, this history will be rewritten, and the Shanghai-based ** company is about to change hands.
This public offering is NORD**, which has witnessed the process of China's financial reform and opening up, from foreign capital participation, brokerage participation, to top universities becoming major shareholders.
Now, why is NORD making another change? Regulators have also raised questions.
State-owned assets
NORD** is a small and medium-sized institution in China's public offering territory. As of the end of September 2023, the non-cargo scale managed by the agency was 2487.1 billion yuan, ranking around 100th in the industry.
According to Tianyan, there are two actual controllers of Nord**, one is Tianfu Qingyuan Holdings, which holds 51% of the shares, and the company is 100% controlled by Sichuan Energy Investment; The other is Beijing Tianlang Yunchuang Information Technology, with a shareholding ratio of 49%.
The name of the second largest shareholder is somewhat unfamiliar, and the registration information shows that it used to be known as CreditEase Wealth Investment Management (Beijing)**
CreditEase Wealth, Noah Wealth, Zhongzhi Wealth, etc., are all large-scale wealth management platforms.
Since the records of Tianyancha are usually industrial and commercial information, but the business development and shareholder changes of a public offering also require the approval of the regulatory authorities.
In 2022, Tsinghua University plans to transfer 100% of its equity in Tsinghua Holdings to the State-owned Assets Supervision and Administration Commission of Sichuan Province free of charge.
Previously, Tsinghua University was indirectly the actual controller of NORD, and now it has become a company under the Sichuan State-owned Assets Supervision and Administration Commission, but this change has not completed the approval at the regulatory level.
Tsinghua"Tie up".Public offering
Why can a higher education institution control a public offering manager?
This starts with the history of Nord**.
On April 29, 2004, Lord Abbett, Changjiang ** and Tsinghua Holdings formally signed the "Promoter Agreement" and the "Shareholders Agreement", and formally established the Preparatory Group of NORD**.
The word Nord comes from the name of the foreign shareholder above.
It is reported that Lord Abbott is a Wall Street private investment management company that offers a variety of fixed income and ** strategies to individual and institutional investors.
There is a background of the times, after China's accession to the WTO, foreign institutions were allowed to participate in China's leading securities and other financial institutions, and in the early 2000s, there was a large wave of joint ventures, and Nord was one of them.
In addition, the internal management of NORD** in the early days of its establishment was carried out by this foreign shareholder, who held 49% of the shares at that time.
It can be seen that when Nord was first founded, Tsinghua Holdings was the founding shareholder, which was a school-run enterprise after the restructuring of Tsinghua University, controlled by Tsinghua University, and managed by the Tsinghua University Management and Asset Management Committee.
At that time, Tsinghua Holdings was only a shareholder, and the turning point came in 2012, when foreign shareholders considered withdrawing from the Chinese market, and three years later, in 2015, the shareholding change was completed.
As a result, the funding structure of NORD** has undergone major changes: Changjiang** transferred 30% of the equity of NORD** to Tsinghua Holdings, and Lord Abbett transferred its equity to Tianlang Yunchuang Information Technology Company.
Tsinghua Holdings' position jumped into being, with a 51% shareholding ratio of the actual control of NORD**.
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Favor Luzhou Laojiao
According to Tiantian**.com, Nord**'s net assets in the third quarter of 2023 are 3726.2 billion yuan, compared to 389 in the second quarter7.2 billion yuan, a slight decline.
As of September 30, 2023, NORD** has a net value ratio of 1673% with a market capitalization of 62300 million yuan, ranking first.
As of the end of the third quarter of 2023, the No. 1 position of NORD is Luzhou Laojiao, with a market value of 4600 million yuan, accounting for 1 percent of the total net value25%。
The latest data on January 8 shows that the latest net value of NORD Value Advantage Blend (570001) is 20182 yuan,**162%。The ** yield in the last 1 month is -617%, ranking in the same category 2023|3588；Yield in the last 6 months -2048%, ranking 2589|3376。
NORD Value Advantage Mix** was established on April 19, 2007, and as of September 30, 2023, NORD Value Advantage Mix has a scale of 26800 million yuan.
There are doubts about regulation
The history of Tsinghua University's acquisition of Nord is a legend in China's public offering industry.
After all, many public offerings are the "golden jobs" of banks, securities firms, and insurance, and they are also the fulcrum for many foreign-funded institutions to explore the Chinese market.
In the case of NORD**, foreign capital and brokerages have given way to a company in a higher education institution.
However, the change in policy has made this public offering usher in a change in shareholders again.
In April 2022, Tsinghua University, Sichuan Provincial State-owned Assets Supervision and Administration Commission, and Sichuan Energy Investment signed the Supplementary Agreement on the Agreement on the Free Transfer of State-owned Property Rights.
Two months later, the State-owned Assets Supervision and Administration Commission of Sichuan Province agreed to inject 100% of the equity of Tsinghua Holdings into Sichuan Energy Investment, which increased its registered capital accordingly and eventually held 100% of the equity of Tsinghua Holdings.
The above-mentioned capital transfer directly affects the shareholding structure of NORD.
At that time, the state began to make unified arrangements for the reform of the management system of colleges and universities, and after Sichuan Energy Investment took over, Tsinghua Holdings was no longer the "family" of this small and medium-sized public offering.
However, so far, there has been no formal regulatory approval.
This is very interesting to the market.
On January 5, 2024, the China Securities Regulatory Commission (CSRC) officially disclosed its feedback on the change of the actual controller of NORD, including: the changes in the participation of the controlling shareholder Tianfu Qingyuan Holdings*** in corporate governance (including but not limited to the change of director nomination rights, executive recommendation rights, etc.).
In other words, NORD** needs to explain how the new actual controller manages a public offering, especially the relevant matters of the senior management team.
After this feedback is issued, NORD** is required to implement the above questions within 30 working days and provide a written response and an electronic document.
This raises the issue of corporate governance, from the public offering of university management to the public offering of local state-owned assets, can a smooth transition be achieved to fully protect the interests of investors?
This article is an original article by Kingfisher Capital, please do not be authorized **.