The former “Business Travel Giant” 188bet game (300178.SZ) There has been constant turmoil recently，Resulting in "19 questions" from the Shenzhen Stock Exchange due to two changes of actual control rights，November 11，Received another letter of concern from the Shenzhen Stock Exchange due to the sale of its subsidiary Rongyixing Small Loan。

There are constant inquiries here，There is constant fighting over there。October 30，“Tempower International” announced，Due to personal reasons，Ye Changlin resigned as deputy general manager of 188bet game、Board Secretary Position。Since this year，188bet game has frequent personnel changes，At least 5 resignation announcements of directors, supervisors and senior executives have been released，Removal announcement of 1 director。Previously，Temperature International issued an announcement to formally remove director Shi Jin，Shi Jin raised objections to this dismissal。

In fact，Whether the controlling stake changes hands or a subsidiary is sold，Both encountered opposition within Tempus International。When voting on the latest board of directors resolution to sell small loan company Rong Yixing，An independent director abstained from voting，And expressed doubts about the controlling shareholder 188bet game’s guarantee ability and payment ability for the entire transaction。On the other hand，When Tempus International’s controlling stake changed hands，Shi Jinze, the object of the first change of ownership, filed a lawsuit in court，Request 188bet game、Zhong Baisheng fulfills the voting rights entrustment agreement，And pursue Zhong Baisheng’s personal debt to himself。

“Our voting rights agreement was witnessed by a law firm、With shareholder signature，How can the agreement be torn up now even if it is said to be torn up？No rules at all。”A few days ago，In an interview with China Times, Shi Jin still couldn’t let go of 188bet game’s unilateral breach of contract。

Relevant person from 188bet game’s Board of Directors’ Office said in an interview with a reporter from China Times，Tengbang International sells Rongyixing’s small loan business and will hold a shareholders’ meeting，Shenzhen Stock Exchange will reply on the 17th，Everything is based on announcements。Disputes over the change of actual control，Relevant people from the Board Secretariat responded that "Currently Shi Jin and Zhongke Jianye are also negotiating，I believe a consensus will be reached。”

Controversy 188bet game sale of cash cows

Since this year，Tempower 188bet game is in an ongoing debt crisis，Bond Default。With the suspension of the main air ticket agency business，A large number of customers collect debts and protect their rights、Economic lawsuits are coming。

Pay off debt，Selling children to survive even selling "cash cows"，This has become one of the few options Tempus International has now。November 8，Tempower International announced，The company plans to sell 100% equity of its wholly-owned subsidiary Shenzhen Qianhai Rongyixing Small Loan Co., Ltd. ("Rongyixing") to its controlling shareholder 188bet game Co., Ltd. (referred to as "188bet game")，The transaction price is 9.100 million yuan。

After the announcement，Temperature International’s stock price has reached the daily limit，Report 5.41 yuan。But，Tembon International has fallen into a state of constant decline these days，The stock price returns to 5 again.1 yuan。”Can this transaction be implemented，Whether 188bet game has the ability to pay the transaction amount is attracting attention。

The object of this related transaction between Tempus International and 188bet game is Rong Yixing，is an important subsidiary of Tempus International。The establishment of Rongyixing in 2012 marked the beginning of Tempus International’s cross-border financial field，Since then, Tempus International, which started as an air ticket agency, has embarked on the strategic path of "tourism + Internet + finance"。

2018，Tempower International’s net profit is 1.6.8 billion yuan，The net profit of Rong Yixing is 1.2.1 billion yuan，accounts for 72% of 188bet game’s total net profit。In other words，Rongyixing’s small loan business is the key business for 188bet game to achieve profitability，Belongs to Cash Cow。

According to 188bet game’s 2019 third quarter report previously released，Tembon International’s net profit in the first three quarters decreased by 250% year-on-year.16% to -100 million yuan，This is the first time 188bet game has experienced a substantial loss in net profit in its three quarterly reports since its listing in 2011。If the "Cash Cow" Rong Yixing business is divested，Temperature International’s 2019 full-year net profit may be greatly affected。

What caused the discussion among the outside world，The cumulative balance of 1.7 billion yuan in corporate bonds issued privately to qualified investors by 188bet game in 2017 has actually defaulted，The stock pledge of the actual controller of 188bet game has also been liquidated due to breach of contract。In addition，The unaudited net profit of 188bet game in the first half of 2019 was a loss of 8.4 billion yuan。

Based on these factors，When the board of directors votes on this sale proposal，Independent Director Wang Jianping abstained from voting。The reason is: "Temperature 188bet game has experienced a large number of debt defaults，Doubtful about the guarantee ability and payment ability of the entire transaction，Therefore abstain from voting。”

The reason why this transaction arouses doubts，It also depends on 188bet game’s ability to pay。First half of this year，Temperature Group’s debt default exceeds 10 billion yuan。Someone close to Tempus International’s senior management said，The divestiture of Rong Yixing actually transfers the "cash cows" to the controlling shareholders and actual controllers of Tempus International。

In fact，This transaction has attracted the attention of Shenzhen Stock Exchange。November 11，Shenzhen Stock Exchange issued a letter of concern，Requires Tempus International to review the operating conditions of controlling shareholder 188bet game，Ability to pay for the equity transfer of 188bet game、Detailed explanation of doubts about Rong Yixing’s ability to guarantee debts owed。Currently，Temperature International has not yet responded to the Shenzhen Stock Exchange’s inquiry。

The 188bet game of "one woman married twice" is controversial again

The storm here is not over yet，There is another turmoil over there。Controversy due to change of voting rights，The lawsuit between Shi Jin and 188bet game will also be staged。

Shi Jin is a legal person of Dajin Investment、President of Tempus Travel Group。The target asset acquired by 188bet game in 2015——Xiyou International Travel，Shi Jin, then chairman of Xiyou, was elected as director of 188bet game，Served as General Manager of Tempus Tourism since June 2017。Because tourism is the core sector of 188bet game，Shi Jin also regards Zhong Baisheng as an effective general，Now the two sides are facing each other in court。

September this year，Dajin Investment formally sues 188bet game，It said that its unilateral announcement to entrust voting rights to Zhongke Jianye does not have legal effect，Request 188bet game、Zhong Baisheng continues to perform the voting rights entrustment agreement signed with Dajin Investment。At the same time，He cited contract disputes as the reason，Has sued 188bet game and Zhong Baisheng to Shenzhen Qianhai Cooperation Zone People’s Court，Litigation Zhong Yunsheng’s personal debt payment Shi Jin 3.800 million yuan arrears matter。The court has accepted the case，The trial is scheduled to be held on November 20th。

This lawsuit started over the voting rights issue，This year 188bet game staged two "changes of actual controllers" within three months。

Originally June 12 this year，Tempower International released an "Announcement on the signing of the "Voting Rights Entrustment Agreement" by the controlling shareholder and the proposed change of the actual controller"。At that time，The "17 Tempus 01" bond owned by the controlling shareholder 188bet game just broke out of default。

Announcement pointed out，Controlling shareholder 188bet game and actual controller Zhong Baisheng signed the "Voting Rights Entrustment Agreement" (hereinafter referred to as "Agreement 1") with Dajin Investment on June 10, 2019，Replace the company stocks it holds 1.7.4 billion shares (accounting for 28% of the company’s total share capital.30%) voting rights are entrusted to Dajin Investment。

After the voting rights delegation is completed，The number of voting shares owned by Dajin Investment is 1.7.4 billion shares，Accounting for 28 of the company’s total share capital.30%，Shi Jin, the sole shareholder and legal representative of Dajin Investment, will become the actual controller of the listed company。Tempower 188bet game stated in the announcement，This equity entrustment is to optimize the governance structure of listed companies，Promote the standardized operation and sustainable development of listed companies，Guarantee the steady growth of the performance of listed companies。

One background of this change of voting rights is，Because most of the main businesses of listed companies have stalled，Only travel companies are in operation，Shi Jin is the director of 188bet game Tourism Business。

Shi Jin said in an interview with a reporter from China Times，Zhong Baisheng wanted to entrust me with the voting rights under certain conditions，Zhong has too many external debts，People block the door every day to collect debts，Tear down the east wall to make up for the west wall，He owes me 3.800 million yuan in debt，Total more than 400 million yuan including interest。The voting rights were entrusted to us，At the same time commit to transfer 9.63% equity gives us offset debt，Because the equity is in a frozen state，So it has not been converted。"As a member of the company，We hope to run the company well，And Zhong also hopes to cut off the relationship between 188bet game and listed companies，This can at least keep the listed company。”

As of the end of last year，The total liabilities of 188bet game are more than 20 billion yuan，In a state of self-defeat，The transfer of voting rights of 188bet game is also a strategy to retain the listed company。According to Tempus International Announcement，Voting Rights Transfer Agreement，Law firms and securities firms have witnessed and confirmed on site，And recorded in the announcement。

But，Dajin Investment obtained control of the listed company，But the actual power was not transferred。August this year，Dajin Investment once invested in 188bet game、Zhong Baisheng issued a "Notice Letter" saying，Due to 188bet game、Zhong Baisheng’s reason，As of August 24th，Dajin Investment is still unable to exercise the voting rights of the corresponding underlying shares，Unable to intervene in the normal operation and management of listed companies。

Unexpected，This voting rights agreement was signed not long ago，Attracting new competitors。That is, two and a half months later，Tempower Group suddenly “turned against” after the first handover of voting rights，Evening of August 26th，Tempower International issued another announcement，The company’s major shareholder 188bet game and the original actual controller Zhong Baisheng revoked the voting rights entrusted to Dajin Investment，Same day，Temperature Group、Zhong Baisheng signed a new "Voting Rights Entrustment Agreement" (referred to as "Agreement 2") with Zhongke Jianye。

Announcement display，Tembon Group and Zhong Yuesheng transferred their shares of the company1.7.1 billion shares (accounting for 27% of the company’s total share capital.80%) voting rights are entrusted to Zhongke Jianye。Zhongke Jianye will become 188bet game’s largest single shareholder with voting rights，The Administrative Bureau of the Chinese Academy of Sciences will become the actual controller of the listed company。

Data display，Zhongke Jianye is a wholly-owned enterprise registered in Haidian District, Beijing，The main business scope is engineering and technology basic scientific research services、Real Estate Development、Building Engineering Construction，Established in November 2018，Less than a year now，Some media interpreted it as a "shell 188bet game"。

Incurred 19 questions from the 188bet game

August 27、August 28th and August 29th，Tembon 188bet game has been rising by the daily limit for three consecutive days。This "strange" cancellation and re-transfer of voting rights，Causing doubts in the market。

According to announcement，Tembon Group and Zhong Baisheng unilaterally canceled the agreement with Dajin Investment，Nothing was mentioned about the reason for the cancellation。Shi Jin said，When 188bet game Zhong Baisheng suddenly revoked his voting rights，Totally unilaterally tearing up the agreement，We didn’t know about the announcement they made，I just heard that Zhongke Jianye provided them with a basket of solutions，This can save both the listed company and 188bet game。However, such a unilateral announcement to entrust voting rights to Zhongke Jianye does not have legal effect。

“There are no rules for this practice，No bottom line，Our voting rights are still valid，Zhong Baisheng marries a second daughter，Invalid，But because the control key 188bet game listed company is still in Zhong’s hands，That’s what they did，As the actual controller, we have no choice，Now we are just hoping for legal channels。"Shi Jin said。

The voting rights of 188bet game changed hands strangely within two months，In addition to the uproar in the capital market，Also attracted the attention of regulatory authorities。

Evening of August 27th，Shenzhen Stock Exchange sent a "Letter of Concern" to Tempus International，There are 19 questions in the letter of concern，Questioning the rationality of 188bet game and Zhong Baisheng unilaterally revoking "Agreement One"。Shenzhen Stock Exchange pointed out，If "Agreement 1" is not officially terminated，Whether "Agreement 2" has not yet taken effect，Whether 188bet game and Zhong Baisheng violated Article 3 of Agreement 1.1 item "Within the commission period，The principal shall not entrust any other third party other than the trustee to exercise the entrusted rights”。

At the same time，Shenzhen Stock Exchange also questioned 188bet game’s frequent entrustment of voting rights，Points out that “the entrustment and revocation of the entrustment of voting rights by both parties within 12 months resulted in a change in the actual control of the company，Whether it violates Article 74 of the "Measures for the Administration of Acquisitions of Listed Companies" 'The shares of the acquired company held by the acquirer，No transfer within 12 months after the acquisition is completed。”

In Zhongke Jianye and 188bet game、In the agreement signed by Zhong Baisheng，Zhongke Jianye requires an annual management fee of 20 million yuan，And Tempus International’s operating income and losses have nothing to do with it。Zhongke Jianye’s practice of “guaranteeing harvests during droughts and floods”，Also raised questions from the Shenzhen Stock Exchange。Shenzhen Stock Exchange requires Tempus International，The nature of this administrative fee、Composition、Explain the basis and rationality of the price determination。

It is worth mentioning，When signing "Agreement 1"，Temperature Group、Zhong Baisheng and Dajin Investment、Shi Jin also signed a "Supplementary Agreement"，Clear the obligations of both parties，But the listed company did not disclose the "Supplementary Agreement" at that time。Until the Shenzhen Stock Exchange learned of the existence of this "Supplementary Agreement" from investors，After urging listed companies，Tempower 188bet game only disclosed this "Supplementary Agreement" on August 29。

This "Supplementary Agreement" states: Dajin Investment and Shi Jin are aware of and confirm the current financial status and all liabilities of the listed company and its subsidiaries，As shareholders, 188bet game and Zhong Baisheng shall bear liability to the extent of their capital contribution to the listed company，Da Jin and Shi Jin do not require 188bet game and Zhong Baisheng to pay off the claims and debts of the listed company and its subsidiaries for any reason。Also，Dajin Investment has also made a commitment to ensure that the tourism sector of listed companies continues to be profitable，Promise that the non-net profit of listed companies in 2019 will not be less than 100 million yuan，A growth rate of no less than 20% per year during the entrustment period。

Guoxin Research analyzed and pointed out at the time，If the actual controller of Tengbang International becomes Shi Jin，will help promote the implementation of the partnership mechanism，Shi Jin as President of Tempus Tourism，It can also be better tied to 188bet game’s interests。

“We don’t know the specific agreement between Zhong Baisheng and Zhongke Jianye，The contents of these agreements have not been made public yet，But when I joined 188bet game, I hoped to run the company well，And 188bet game’s main business is also with us，We insist on the right to vote。"Shi Jin said。

As of now，Tempower 188bet game has not yet responded to the Shenzhen Stock Exchange’s concerns。Financial lawyer Dong Yizhi told a reporter from China Times，The delegation of voting rights does not violate the mandatory provisions of the law，The irrevocable clause is valid according to law。Based on the irrevocable clause, it is the true intention of both parties to the agreement，Both parties shall comply。Voting rights are essentially equivalent to the control rights of a listed company，The transfer of control must be carried out in accordance with the rules of listed companies，Responsible to all small and medium shareholders，Under the supervision of the competent authorities, it is impossible to cancel without authorization。

The 188bet game is in trouble

Tempower 188bet game was established in 1998，Started from ticket distribution business，Entering the tourism market through route operations。Currently，The company’s main business covers outbound tourism、Ticket Distribution、Three major business sectors of tourism financial services。

Tempower International has experienced a liquidity crisis since the end of 2018，A large number of creditors requested Tempus International and its controlling shareholder 188bet game、The original actual controller Zhong Baisheng initiated a lawsuit，Requesting pre-litigation preservation of approximately 5 properties in the name of the listed company and 188bet game1.2 billion yuan。

As the controlling shareholder，Temperature Group is already in debt crisis。As of the end of last year，The total liabilities of 188bet game have reached 19.1 billion yuan，This year, the bond "17 Tengbang 01" was unable to pay interest on time，Consisting a substantial breach of contract，Involving interest funds 1.1.3 billion yuan，Credit rating downgraded from AA to CC。

Currently，Temperature International 1 held by 188bet game and Zhong Baisheng.7.1 billion shares，The cumulative amount pledged is 1.5.2 billion shares，88 of the number of company shares it holds.8%；The total number of frozen items is 1.5.2 billion shares。

And 188bet game’s capital chain is still accelerating its collapse。Announcement display，As of August，A total of 45 bank accounts of 188bet game have been frozen，The total frozen funds are 18.48 million yuan。According to a person close to 188bet game’s senior management told this reporter，The frozen funds now exceed 1 billion yuan。

The above person stated，Now it’s not just suppliers collecting debts，The same goes for banks，The bank interest of tens of millions per month cannot be paid，The 188bet game faces debt collection from multiple banks、Withdrawing loans or even being sued，The funds on the 188bet game’s books are “removing the east wall to make up for the west wall”，Long-term arrears in employee wages，A large number of personnel resigned。

Blocked due to ticket sales agency business，All subsidiaries of listed companies engaged in ticket agency business have been suspended，Cannot contribute profits to the parent company。Currently，The main source of income of 188bet game is the tourism sector。

Temperature 188bet game released its third quarter report for 2019，Operating income 31.6.8 billion yuan，Decreased by 29 year-on-year.25%；Realized net profit-1.3.4 billion yuan，145 year-on-year decrease.75%。Both revenue and net profit continue to shrink。

In contrast, the company’s stock price continues to fall，As of November 14th，Temperature 188bet game’s stock price fell below 5.1 yuan，Total market value 3 billion yuan，The stock price has halved in the past year。

Shi Jin also feels helpless about the current situation 188bet game company，“The voting rights were given to us，We are very confident that we can save the company，At that time, the company’s debts had not been defaulted on a large scale，As the new receiver，We set up a new team，Launch of employee incentive plan，Raise your own money。Now there is another equity transfer controversy，Add the passage of time，Massive departures of executives and employees，The company’s situation is difficult to change。”

Shi Jin said，Now 188bet game except the tourism sector，Other businesses are facing a break in their capital chain，On the one hand, the company has people coming to collect debts every day，Many company accounts are frozen，I don’t dare to do it even if I have business，If this continues，The entire listed company will face no way to raise funds、The situation where the capital chain is broken。"I am a creditor of a listed company、Operator，Still an investor，Of course we want the company to function normally，But the current situation is indeed worrying，Gloomy outlook。”

Currently，Zhongke Jianye took over 188bet game，There have been some changes in personnel。188bet game latest announcement display，Ye Changlin resigned as deputy general manager of 188bet game、Board Secretary Position。At the same time，Temperature International officially dismissed director Shi Jin，And add Zhang Lan、Yuan Dejun is a director and an independent director。

The Secretariat of the Board of Directors of 188bet game said in an interview with a reporter from China Times，It is normal for company executives to leave their jobs，After Zhongke Jianye came in，The company directors made some normal adjustments，Like Duan Naiqi, Mr. Duan has been hired again。“Change of actual controller，There are adjustments to executives or the board of directors，There will be some changes later。Our recently hired independent directors are also industry veterans，It will bring some good resources to the company，The company will develop in a good direction in the future 。”

*本Wen Lai188bet game:China Times, author: 188bet game Wei, originalTitle:《Temperature 188bet game staged a battle between trapped beasts, sold cash cows, and the actual control changed hands twice》.