Once spent 8.800 million acquisition of 188bet Live Casino，Tempower International lost control of it when it encountered a cash flow crisis。

Evening of April 20th，Tempower International (300178) announced，Loss of control over subsidiary 188bet Live Casino。188bet Live Casino refused to cooperate with the company and its annual audit accountant’s on-site audit of its 2019 financial statements，As a result, its 2019 annual audit work cannot be carried out normally，It is expected to have an impact on the audit opinion of the company’s 2019 annual audit report，This will have a certain adverse impact on the company。

The process of Tempus International acquiring 188bet Live Casino Service is a long-term one，Up to three years。Shi Jin, the founder of 188bet Live Casino, also became the actual controller of Tempus International for a time，The latter later staged a "palace fight" with Tempus International，And take the listed company to court。This weird acquisition case made Shi Jin “successfully rise to power”，Currently Shi Jin’s “refusal to cooperate”，Make everything even more foggy。

"Out of control"

Everything did not happen suddenly.

Evening of April 20th，Represented by Tempus International，March 9，The company issued a "Present Audit Notice" to 188bet Live Casino，And on March 12, 2020, with the Chairman of 188bet Live Casino、General Manager、Legal representative Shi Jin held a meeting to discuss on site，Shi Jin expressed his active cooperation and designated a dedicated person to cooperate with the annual review work，But there was no actual cooperation after that。

March 18, 2020，The company discussed the annual review matters with Shi Jin on site，He made it clear that he could not cooperate with the audit、188bet Live Casino Service no longer meets the audit conditions and cannot be audited，The financial staff of 188bet Live Casino also immediately quit the audit team。March 20, 2020，The company sent an "Audit Notice" to 188bet Live Casino，Subsequently, we continued to communicate in various ways with relevant personnel of 188bet Live Casino，But did not get any response from the other party。

This results in Tempus International being unable to obtain the complete financial information of 188bet Live Casino，Unable to conduct on-site audit of 188bet Live Casino，At the same time, Tempus International is unable to grasp the actual operating conditions of 188bet Live Casino、Information on asset status and potential risks，The company is unable to make major business decisions on 188bet Live Casino、Personnel、Control of assets, etc.，The company has actually lost control of 188bet Live Casino。

Data display，July-December 2018，The operating income of 188bet Live Casino is 7.1.1 billion yuan，Net profit attributable to the parent company is 893.510,000 yuan；First three quarters of 2019，The operating income of 188bet Live Casino is 8.1.2 billion yuan，Accounting for 25% of Tempus International’s current operating income.65%，Net profit attributable to the parent company is 1695.860,000 yuan，Accounting for -12 of Tempus International’s attributable net profit for the period.61%。

"Fascinated"

Temperature International was once very "obsessed" with the acquisition of 188bet Live Casino。November 16, 2015，Tempus International issued an announcement，Plans to acquire 55% of the equity of 188bet Live Casino through the issuance of shares + cash，The estimated value of 188bet Live Casino is about 16.0.6 billion yuan，Transaction pricing 8.800 million yuan，Subsequently increased capital by 200 million yuan，To finally obtain 60% of the equity of the target company。

According to the announcement at the time，188bet Live Casino is an outbound tourism comprehensive service provider，Provide outbound travel product group、Wholesale and tourism destination comprehensive services and other businesses。2014，The operating income of 188bet Live Casino is 1.1.3 billion yuan，Total assets are 5.2.9 billion yuan。In the plan disclosed，188bet Live Casino Commitment，2016、2017、The non-net profit deduction in 2018 shall not be less than 1.500 million yuan、1.8.8 billion yuan、2.3.4 billion yuan。

However，May 12, 2016，Temperature International terminates the major asset restructuring of 188bet Live Casino。The company’s explanation at the time was，Because the conditions for recombination are not mature，The target company is larger，There are many domestic and foreign entities，The ownership structure is complicated and other reasons，Company terminates reorganization。

Judging from subsequent actions，Temperature International has not given up on acquiring 188bet Live Casino，Instead, it will be acquired through tranches、The method of increasing capital and holding shares continues to penetrate。

According to disclosure，September 21, 2016，Temperature International increases capital of 50 million to 188bet Live Casino，After the capital increase, the shareholding ratio is 9.434% (later diluted to 7.45%）；In 2017, Tempus Tourism Group Co., Ltd., a subsidiary of Tempus International Corporation, paid 200 million yuan (actual payment 1.500 million yuan).81% equity；2018 in RMB 3.3.4 billion yuan (actual payment 1.7 billion yuan).73% equity。Since then，Temperature International holds a total of 78 shares of 188bet Live Casino through direct and indirect methods.99% equity，188bet Live Casino is included in the company’s consolidated financial statements。

At that time，188bet Live Casino also made a performance commitment to Tempus International，RMB 50 million will be achieved from 2017 to 2019、80 million yuan and 1.100 million yuan deducted from non-net profit。Compared to the first time，Performance commitment dropped significantly。

However，188bet Live Casino failed to fulfill its performance commitment。2018，The net profit of 188bet Live Casino is only 8.39 million yuan，Performance completion rate 17%。And Tempus International achieved control over 188bet Live Casino in June 2018 and included it in the scope of consolidated statements，Formation of goodwill 4.3.5 billion yuan，Yinxiyou International Travel did not complete the promised performance gambling target in 2018，Provision for goodwill impairment was made in 2018。

The acquisition of 188bet Live Casino is very strange。When Tempus International first tried to acquire 188bet Live Casino in November 2015，The acquisition case disclosed shows that the estimated value of 100% of the shareholders’ equity of 188bet Live Casino is 16.0.6 billion yuan，Added 9% to the estimated value of shareholders’ equity.59 times；The company disclosed the acquisition for the second time，According to the latest transfer price，The pre-investment valuation of 100% equity of 188bet Live Casino is 800 million，Evaluation and pricing 8.800 million，Value-added rate 4.23 times，Valuation has shrunk by nearly half compared to the first time。

In the 2015 transaction plan，The operating income of 188bet Live Casino in 2013 and 2014 was 10 respectively.700 million and 2.2 billion，Attributable net profits are 22.36 million and 67.87 million respectively，The company explained that the target company added three large duty-free stores in 2014，Resulting in new profit of 4997.790,000 yuan。And the second acquisition，Not only the valuation has shrunk，Three duty-free shops are missing。

"Higher"

With 188bet Live Casino being incorporated into the listed company system，Shi Jin, the founder of 188bet Live Casino, also came into people’s sight。

September 2016，Shi Jin enters Tempus 188bet Live Casino，Serves as a director of Tempus Travel, a subsidiary of Tempus 188bet Live Casino Holdings。According to media reports，March 2018，Shi Jin announced at the spring customer appreciation banquet that the strategic focus of 2018 is to enter the Russian market；July 2018，Shi Jin, on behalf of Tempus Travel, signed a supplementary agreement with Effie Airways for the development of new routes in the second half of 2018，Further promote the in-depth layout of the Russian market；October 2018，Shi Jin took the lead in completing the cooperation between Tempus 188bet Live Casino and OCT tourist resort project。

June 2019，Shi Jin successfully "reached the position"，Tempower 188bet Live Casino 1, which will be jointly held by Tempus Group, the parent company of the listed company, and the actual controller.7.4 billion shares (accounting for 28% of the company’s total share capital.30%) shares are entrusted to Dajin Investment established by Shi Jinggang。From this，Dajin Investment becomes the single shareholder with the largest share of voting rights in a listed company，Shi Jin becomes the actual controller of Tempus 188bet Live Casino。

End of 2018，Temperature Group plans to 9.price of 2 yuan/share，Transfer 39 million shares to Shi Jin，Shijin had no equity relationship with Tempus 188bet Live Casino before this。However，Company announcement on June 13, 2019，Because the shares of listed companies held by Zhong Baisheng and Tempus Group are currently pledged, frozen, and waiting to be frozen，Therefore the agreement has not yet been fulfilled。

At that time, Tempus 188bet Live Casino was deeply trapped in the puzzle of broken capital chain，Listed company shares frozen and waiting to be frozen、Temperature Group was exposed to default on its debt due to its inability to fully pay RMB 100 million in interest。

However，Two months later, on the evening of August 26th，Tempower 188bet Live Casino announced，The company’s controlling shareholder Tempus Group、Zhong Baisheng has unilaterally terminated the relationship with Shenzhen Dajin Investment Consulting Co., Ltd.、Related voting rights entrustment agreement signed by Shi Jin，And signed a new "Voting Rights Entrustment Agreement" with Zhongke Jianye。After implementation，The Administrative Bureau of the Chinese Academy of Sciences, the actual controller of Zhongke Jianye, became the actual controller of Tempus 188bet Live Casino。

Tembon Group and Zhong Yuesheng unilaterally revoke the agreement，188bet Live Casino once said in an interview with the media，He thinks this is illegal，Tembon Group and Zhong Baisheng need to bear liability for breach of contract。He said，Voting rights delegation is equivalent to an equity transaction，Under normal circumstances, it cannot be transferred again within 12 months。

Also，In September last year, Dajin Investment and Shi Jin filed a lawsuit in court，Request confirmation from 188bet Live Casino Group、The voting rights entrustment agreement signed by Zhong Baisheng and Zhongke Jianye is invalid，Request 188bet Live Casino Group、Zhong Baisheng continues to perform the voting rights entrustment agreement signed with Dajin Investment。It is reported，The court has accepted the case and scheduled a hearing on November 20 last year。

However，November 18, 2019，Tempower 188bet Live Casino announced，Tembon Group and Zhong Baisheng signed the "Voting Rights Entrustment Termination Agreement" with Dajin Investment and Shi Jin，After consultation by all parties，Release all rights corresponding to the underlying shares enjoyed by Dajin Investment and Shi Jin under the original "Voting Rights Entrustment Agreement" and "Supplementary Agreement"。

This farce seems to have come to an end，The next few months，The listed company has never issued any announcement about Shi Jin。Until April 20 this year，Shi Jin brought 188bet Live Casino, a listed company out of control, into the eyes of investors again，Let this power struggle become foggy again。

*Source of 188bet Live Casino article:Beijing News Network, Author: Zhang Zeyan, original title:《Behind the loss of control of Tempus International’s subsidiary 188bet Live Casino: A bizarre acquisition and the power game》.