Capital Player Lu Keping'S Defeat: Hareun Has Been Delisting, Jiangsu Sun Debt High

Lu Keping, known as the "wool giant", has been in the twenty years of the capital market. Not only has he established the sunshine group, but also once been the three listed company of A shares, namely, Jiangsu sunshine (600220.SH) and hareun photovoltaic (now renamed "Hai Run retreat", 600401.SH) and the real controller of 000518.SZ. In addition, he is the actual controller of 836959.OC.

Today, Lu Keping's capital empire is collapsing. Hailun Guang Fu has been delisting because of its continuous performance losses. Jiangsu's sunshine debt is overhanging and its debts are under pressure. Yang Sheng bio is currently applying for stock termination. Lu Keping himself was punished by the SFC for illegal activities in the Fourth Ring Road.

At a time when he was 75 years old, he was a leader in the capital market. He left the capital market in such a very dishonorable way.

"Invisible" more than five years of real controller

Over the years, tetracyclic organisms have been known as "companies without actual controllers". They were faced with the fact that under the investigation of the SFC, the actual controllers of the company finally surfaced. It was Lu Keping, the head of the "Sunshine Department".

In fact, since 2014, the list of the top ten shareholders of the Fourth Ring Road has appeared many times. In 2015 -2017, the Shenzhen Stock Exchange issued 5 letters of concern and 2 inquiries to the four ring organisms. It asked them to explain whether the actual controllers of the company were acting as partners for Lu Keping, Lu Yu, Wang Hongming and other shareholders. Whether the transactions between the company and Lu Ke Ping and related shareholders control were related transactions, but the four ring creatures all denied the letter.

According to the SFC's "advance notice of administrative penalty and market entry" (hereinafter referred to as the notification book), Lu Keping became the actual controller of the Fourth Ring Road in late May 23, 2014. By controlling 13 securities accounts and 2 equity instruments such as Lu Yu and Yu Qinfen, Lu Keping made up 19 accounts with Zhao Hong, Hua Ying, Ni Lifeng and He Bin, which were consistent with Lu Keping. During the case, the group involved in the case continued to trade in the four ring biological stocks, so that Lu Keping's control of the four ring biological voting rights continued to expand.

At the 2013 annual shareholders' meeting held at the Fourth Ring Road, all shareholders participating in the voting were Lu Keping and their concerted action. The number of voting rights involved in the account group participated in the general meeting of shareholders, accounting for 100% of the total voting rights of the shareholders' meeting. From May 23, 2014 to December 19, 2016, there were 9 shareholders' meetings in the Fourth Ring Road. The number of voting rights of Lu Keping and his concerted persons accounted for 45.63% of the total number of voting rights in the shareholders' meeting and fluctuated in the range of 45.63% to 100%, of which only 2 times did not exceed 50%.

Secondly, the available evidence can prove that in September 19, 2017, there were information on production and business matters and financial matters of the four ring creatures and their subsidiaries in the office of sunshine group controlled by Lu Keping, which contained information and seals on the major business matters of the four ring organisms and their subsidiaries. They included the information on the biologically important items of the four ring organisms, such as the acquisition of ecological agriculture and forestry seedlings, Eucalyptus evaluation, the list of enterprises, the list of enterprises in Beijing, the fourth ring seal of the fourth ring of biological industry, the financial charter, and the notes of staff Chen Lifen.

Some of the people involved identified Lu Keping as the actual controller of the tetracyclic creature, and admitted that they had reported to Lu Keping. The decision on major business decisions of the tetracyclic organism was decided by Lu Keping. In October 2014, the Fourth Ring biological subsidiary, Xinjiang Aidi, and Lu Keping controlled Sunshine Group subsidiary sun sunshine real estate signed a housing sales contract. It was agreed that Xinjiang Aidi would buy Sunshine Garden Garden shops for sunshine home, with a total transaction price of 53 million 455 thousand and 600 yuan, and the four ring organisms did not disclose the related transactions in the 2014 annual report.

The interface reporter noted that between July 2014 and the end of 2018, there were 88 million 240 thousand related transactions between the four ring creatures and the 9 companies that Lu Keping actually controlled, including the Jiangsu Yang Sheng biological Limited by Share Ltd, and the Kang Hui Decoration Engineering Co., Ltd., which was actually controlled by He Bin. The related transactions of the tetracyclic creatures were not disclosed on the basis of "the transaction amount did not meet the standards for carrying out the review procedure and the duty of provisional information disclosure", and 3 of the transactions were disclosed in the 2017 annual report, respectively.

In view of the fact, nature, circumstances and social harm of the party's illegal activities, the SFC intends to warn the people of the Fourth Ring Road to give corrections, impose a fine of 600 thousand yuan, impose a total fine of 27 million 340 thousand yuan on Lu Keping, and adopt a life market ban.

Tek said that at present, the company and the relevant parties have applied for appeal and request for hearing. The CSRC has not yet made the final penalty decision. The final decision on the administrative penalty shall be the final judgment of the actual controller and the related relationship.

Wang Zhibin, a lawyer from Shanghai Ming Lun law firm, told reporters at the interface that the SFC is now giving punishment to the four ring creatures, and the four ring creatures have the right to plead and request hearing. In view of the fact that it is clear, the possibility of "turning over" in the Fourth Ring Road is expected to be relatively small.

In addition, the punishment of the SFC is only one aspect of the problem. "According to the 69 provision of the securities law, investors have the right to claim claims against the four ring organisms on the basis of false statements. The creatures of the Fourth Ring Road are most likely to be pushed onto the dock by investors." Wang Zhibin said.

The interface reporter also called the four ring organisms several times, and tried to send an interview letter to the other party's mailbox, hoping to interview the SFC's investigative matters on the operation of the company, and whether it would change the situation of the actual controller after the company, but failed to respond. In the notification book, the company said that the company is operating normally and will disclose relevant information in time according to the follow-up progress.

Related transaction empties four ring organisms

In 2011, the controlling shareholder of TEK was transformed from Jiangyin Zhenxin woolen mill to Guangzhou Shengjing Investment Co., Ltd. (hereinafter referred to as Guangzhou Shengjing). In 2014, Lu Yu, Wang Hongming, Sun Yifan and other important members of the "Sunshine Department" joined in. After that, Guangzhou's grand vision, "Kunshan Department" and Lu Keping's "sunshine system" contended for a long time at the shareholders' meeting, but in most cases, they ended up frustrated by Guangzhou's Grand View and Kunshan department. Now it seems that the "Sunshine Department" has the main voting rights.

In June 2015, the Fourth Ring biological company intends to raise its wholly-owned subsidiary, Jiangsu Chen Wei through a non-public offering of shares, and acquire 100% of the three ecological agriculture and forestry companies in Guangxi intercontinental, Hunan Shengfeng and Jiangxi, and enter the ecological agriculture and forestry industry. Three ecological agriculture and forestry companies have a certain relationship with sunshine group. After the motion was not approved, in December of the same year, the four ring creatures and Jiangsu Chen Wei signed five contracts with the other 300 million companies for the purchase and sale of seedlings. Similarly, the contract companies also had different degrees of association with sunshine group.

At the annual general meeting of shareholders in 2015, Guangzhou Shengjing proposed to lift the above contract for the purchase and sale of seedlings, but the proposal failed to pass. Lin Mei, who was proposed and elected by director of Guangzhou Shengjing, was removed from the meeting at the meeting, because Lin Mei was dismissed. In 2016, Guangzhou Shengjing had brought the four ring creatures to court.

Because the tetracyclic creatures have no economic capacity to fulfill the contract of purchase and sale of nursery stock, the transaction object will be brought to court by the four ring creatures. Finally, the court decided to pay 291 million yuan of seedlings and a large amount of penalty. A large number of seedlings were purchased, and the greening projects signed by the tetracyclic creatures and Xuzhou central ship sunshine and the sunshine boat in Shandong did not show up as scheduled, resulting in a substantial increase in the stock of seedlings. As at the end of 2018, the book value of the biomass of the Fourth Ring Road was 580 million yuan, which accounted for 76.06% of the current assets, and 97.4% of the main stocks were agricultural and forestry assets.

According to Wind data, in the 2018 annual report, the number of days of inventory turnover of the four ring organisms was 2131.44 days. On this basis, 580 million of the agricultural and forestry assets on the books will be sold for 6 years.

The confrontation between the two shareholders turned dark from the first general meeting of shareholders in 2017. At the meeting, the provisional proposal of the textile department of the "Sunshine Department" said that after becoming the largest shareholder of the listed company, Guangzhou Shengjing made no contribution to the company's operation and corporate governance. Instead, it constantly invaded the interests of the listed companies and asked to initiate its investigation. Guangzhou Shengjing is also not to be outdone. In the process of exercising shareholder rights, it is found that 15 shareholders of Deyuan textile, Lu Yu and Wang Hong Ming share a certain proportion of the company's stock, and there is a certain correlation between them, which requires that the investigation be initiated. At the same time, Guangzhou Shengjing also reported to the SFC and other relevant regulatory authorities.

Guangzhou Shengjing Fang is also dissatisfied with the behavior of the four ring bio investment seedling and its entry into agroforestry. In January 10, 2017, teicyclic biology intends to replace 12% stake in Beijing's Fourth Ring Road with 100% stake in Guangxi intercontinental forestry held by Guangxi sunshine forestry. At the second provisional board meeting in 2017, the motion was challenged by Xu Qi, the director nominated by Guangzhou Shengjing.

Xu Qi's objection is that past shareholders' resolutions indicate that company shareholders oppose the company's willingness to invest in stock assets, and the listed companies continue to invest in stock assets regardless of their shareholders' wishes. The stock contract signed by the shareholders in 2016 triggered huge debts and risks of the company. Obviously, seedlings can not bring profits to the company. Moreover, Beijing's Fourth Ring Road is the core quality asset of the company. Replacing it with the assets of Guangxi's sunshine seedlings is a great harm to the interests of the vast majority of shareholders. Moreover, the assessment price is obviously lower than the fair value of the market. The biopharmaceutical industry is a very promising industry. The company should make the bio pharmaceutical industry bigger and stronger, while the nursery stock is a low efficiency industry, which can not bring profits. However, only one of the directors attending the meeting voted against it, and the bill was finally passed.

As early as 2010, the life of the Fourth Ring Road plunged into a one year profit and a loss for a year, and lasted until 2016. The interface reporter interviewed the last five years' annual reports of the four ring organisms, and found that most of the net profit after deduction is negative, and the deficit year is usually tens of millions of yuan, and the profit year is only a few hundred thousand yuan.

In the first half of 2018 and the first half of 2019, the biological profits of the Fourth Ring Road were 29 million 439 thousand and 600 yuan and 9 million 374 thousand yuan respectively.

In October 15th, Tek disclosed the performance forecast for the first three quarters of 2019. It is estimated that the net profit attributable to shareholders of Listed Companies in 2019 1-9 will be about 9 million 500 thousand yuan, compared with a loss of 9 million 392 thousand and 100 yuan in the same period last year. The main reason for the turnaround is that Beijing's fourth ring business has improved and its profit has increased year after year.

Harex retreat before cash withdrawal

Although hareun has been delisted this year, Lu Keping, a former real controller, has already withdrawn from the market.

In 2012, Sun Group subsidiary Zijin electronic control hareun photovoltaic backdoor Shenlong hi tech listed, Lu Keping became Hareon's real controller. At that time, the sunshine group made a performance pledge for all shareholders of harein to the listed companies in 2011, 2012 and 2013. If the actual profit of hareun PV in the corresponding year is less than the value in its profit forecast report, the sun group will pay the difference of profits and the penalty for the shareholder.

The interface reporter noted that since Hareon had not completed its performance commitments for three consecutive years from 2011 to 2013, the sunshine group has made up a total of 600 million yuan in cash to the listed companies.

Later, due to the serious impact of Sun Group's financing ability, after consulting with the 20 shareholders of the original Hareon photovoltaic company, the profit compensation plan for 2013 was revised. The cash compensation obligation of sunshine group was changed to 20 shareholders by the original Hareon 10, and the compensation was transferred to 1.6 shares per capital stock by the capital reserve fund.

At the same time, hareun has distributed cash dividends to all shareholders every 10 shares, 7.4 yuan, and the sunshine group and its concerted action have taken back more than 300 million yuan.

January 7, 2015 -1 20, Lu Keping through Zijin electronics significantly reduced Hareon shares, cash nearly 1 billion 300 million yuan. In January 22nd, hareun proposed to increase 20 shares in every 10 shares by the capital reserve fund. The stock of listed companies rose sharply, including a large number of major shareholders including Zijin electronics. They continued to reduce their holdings. As of April 8, 2015, the proportion of shares held by Zijin electronics company in total capital was reduced from 25.27% to 0.32%, and Lu Keping and Zijin electronics had accumulated over 2 billion yuan in Hareon's body.

Shortly after the announcement of the high delivery plan, hareun released its annual performance forecast for 2014. It is estimated that the net profit attributable to the listed company is 800 million yuan, and the market is in an uproar.

Subsequently, the securities regulatory authorities related to the main shareholder in the listed company's proposed capital surplus before and after the introduction of capital stock before and after the initiation of a suspected insider trading verification, identified, hailun photovoltaic and related responsible parties there is an illegal fact. For this reason, Jiangsu Securities Regulatory Commission to hailun photovoltaic, Zijin electronics, Yang Huaijin warned, and impose a fine of 400 thousand yuan.

As a matter of fact, since 2012, Hareon's net profit has been negative for 7 consecutive years, with a cumulative loss of over 7 billion 500 million yuan. Since 2016 and 2017, the annual financial and accounting reports were issued by auditors of the accounting firm unable to express their opinions. Hareon shares were suspended from May 29, 2018.

In April 30, 2019, hareun disclosed the audited annual report for 2018. In 2018, the net profit attributable to shareholders of listed companies was -37.37 billion, and the net assets attributable to shareholders of listed companies amounted to -25.41 billion yuan. Dahua accounting firm (special general partnership) issued an incapable audit report on the company's financial accounting report of 2018. According to the relevant regulations of the Shanghai Stock Exchange Listing Rules, the Shanghai stock exchange has decided to terminate the listing of the company's shares.

Jiangsu City Sun

Jiangsu sunshine is the first listed company controlled by Lu Keping. It is also the starting point of Lu Keping's "sunshine system" capital blueprint.

Judging from the performance management situation, Jiangsu sunshine is also the best performing company in three listed companies controlled by Lu Keping. It has been listed for many years, and Jiangsu's sunshine net profit scale is mostly hovering around billion yuan. Today, however, Jiangsu's sun also faces greater debt service pressure.

As of 2019, China Daily reported that Jiangsu had 650 million yuan in sunshine money, including 1 billion 900 million short-term loans and 2 billion 414 million current liabilities. In the 15 years since 2004, Jiangsu sunshine has secured loans for Sunshine Group for a long time, and the related transactions continued, according to the Cheung Kong Daily.

After the Jiangsu sunshine 2018 semi annual report and the 2018 annual report, the Shanghai Stock Exchange issued an ex post inquiry letter, and related issues such as related party transactions, solvency and provision for inventory depreciation were all concerned.

The interface reporter noted that in the 2018 annual report, for example, there were many related transactions between the 14 related parties in Jiangsu sunshine and Sunshine Hotel, sun dress and Chen Wei ecology during the reporting period. Among them, Jiangsu sunshine purchased 46 million 787 thousand and 500 yuan from related parties, and sold goods and services to related parties for 740 million yuan.

Lu Keping controlled four ring organisms are also faced with similar situations. After providing collateral and related transactions frequently, the listed companies have been emptied. In addition, Jiangsu sunshine and the Fourth Ring Road are facing the crisis of equity pledge. As of September 18th, Lu Keping holdings's sunshine group and its concerted operation were jointly pledged 514 million shares of Jiangsu sunshine shares, accounting for 91.50% of their total shares.

As of 2019 semi annual report, the top ten shareholders of the top four shareholders of the four rings, including Wang Hongming, including 6 shareholders, were identified as Lu Keping's concerted action by the SFC. Among the 6 shareholders, except for Xu Zhi, the remaining 5 shareholders share a total pledge of 97.73%.

With the findings of the SFC survey, Lu Keping's illegal behavior was exposed. It is mentioned in the notice that Lu Keping's illegal activities lasted for a long time, and the means were particularly bad. The amount involved was particularly huge, seriously disrupting the market order and causing serious social impact, playing a major role in major illegal activities, resulting in serious damage to the interests of investors.

The SFC decided to impose a total penalty of 27 million 340 thousand yuan on Lu Keping, and take a life market ban. From the date of its announcement, the company shall not continue to engage in securities business in the original institution or be a director, supervisor or senior managerial officer of the original listed company or public listed company, nor be allowed to engage in securities business in any other institution or to serve as a director, supervisor or senior manager of any other listed company or listed public company.

A fine of 27 million 340 thousand yuan may not be enough for Lu Keping. It has already sold more than 2 billion yuan on Hareon. At this point, Lu Keping was kicked out of the capital market, leaving behind a heavily indebted company.

Wang Zhibin lawyer interviewed by an interface reporter said that the current securities law was implemented in 2006, and some system design and sanctions provisions in the securities law are out of date. In recent years, large shareholders violating the interests of listed companies have repeatedly banned securities irregularities, the most essential reason is that illegal offenders are too low in cost.

In the existing legal framework, the illegal cost of illegal activities of securities is mainly in three aspects, one is criminal legal liability, the other is administrative legal liability, and the three is civil liability for compensation. Two

Wang Zhibin said that in terms of administrative legal liability, the SFC is limited by the provisions of the securities law and has limited penalties for offending persons. In terms of civil liability, although there are many civil claims litigation against misrepresentation in many parts of the country, on the whole, the claim amount is still "a drop in the bucket" compared with the illegal gains of violators. Relying solely on investor's claim suits is not enough to deter offenders. Therefore, it is urgent to strictly investigate the criminal liability of the securities violator.