A Share Control Transfer "Atypical Path" Heng Tian Hai Long Now "Empty Handed White Wolf"?

It may not be easy to acquire the actual control of a A share company, but it is not as difficult as imagined.

In twenty-first Century, when the economic report reporters conducted a field survey of 000677.SH control changes in Yueqing, Wenzhou in late October, a number of sources contacted our reporter, plus information from regulators, listed companies and market participants, to present the transfer of control items in a more complete way.

The first thing that surfaced is the skillful use of "lever capital" by the new controller of the new company.

A controlling company with a market capitalization of less than 4 billion yuan has been dancing in the A share market through the aggregation of multiple funds and multiple paths.

This operation is obviously the only side of the story in the case of controlling the transfer of power. According to the reporter's investigation, the similar operation of "leverage fund" in the A share market has appeared in the case of Heng Tian Hai Long, and the problem of governance of listed companies has not been solved until now.

Leveraged disc looming

A few days ago, the twenty-first Century economic report reporter once again came to Yueqing, Wenzhou.

The purpose of this visit is no longer about the change of the "500 strong" businesses, but the "strange" role played by private capital in the transfer of control rights in Hailong Hailong.

A month ago in the evening of October 13th, Heng Tian Hai Long announced that the 200 million shares held by xingle group, the controlling shareholder, were sold by the Wenzhou Kang Nan Technology Co., Ltd. (hereinafter referred to as "Wenzhou Kang Nan technology") at the highest price of the Jingdong platform, and the auction price was 581 million yuan. Conan technology will hold 23.15% of the shares and be promoted to the largest shareholder of the listed company.

In the evening of October 18th, Hailong Hailong further announced that Kang Nan technology has remitted 581 million yuan to designated accounts to complete the payment of equity transfer funds.

However, it is surprising that Kang Nan technology, which has just sat on the hot seat of the largest shareholder, has been frozen in November 2nd.

In November 23rd, Kang Nan technology returned to the Shenzhen Stock Exchange enquiry letter that the shares were frozen from the execution of the loan of the former major shareholder xingle Group Limited (hereinafter referred to as "xingle group") and Shanghai poly Financing Leasing Co., Ltd. (hereinafter referred to as "Shanghai poly goods"). Because of xingle group's objection, the Shenyang intermediate people's Court of Liaoning province asked Kang Nan technology to temporarily transfer 200 million shares during the objection review period, and to assist in the execution of the freeze.

Kang Nan technology said it is actively communicating with the court.

In addition to the frozen shares that have just been acquired, Connan technology has invested $581 million in the source of the shares and is also being monitored.

How did 581 million yuan come from? Under the questioning of the Shenzhen Stock Exchange, it was made public.

In November 22nd, Kang Nan technology replied to the enquiry letter. The 581 million yuan share transfer fund has 50 million yuan in its own capital and 531 million yuan in self financing, and the proportion of self raised funds is as high as 90%.

In the announcement, Kang Nan science and technology indicated that all the self financing funds came from 12 related enterprises of Kang Nan technology, including Hu Xingrong's "top 500 private enterprises in China" - Dover International Holdings Limited, Anhui Dover Real Estate Co., Ltd., Beijing congregational Technology Co., Ltd., Wenzhou one Kai asset management Co., Ltd., Zhong Bao century asset management (Beijing) Co., Ltd., Wenzhou Zhong Bao Century Investment management partnership, Fujian Zhong Bao century financing Company limited by guarantee, Sichuan north to trade Co., Ltd., Lishui Heng Pin Real Estate Development Co., Ltd., Wenzhou East Wood Asset Management Co., Ltd., Beijing Jin Feng Chi International Trade Co., Ltd.

Kang Nan technology also stressed that self financing does not involve financing costs and other incidental obligations.

Reporters found that the referee network and business registration information found that the above enterprises, China Insurance century asset management (Beijing) Co., Ltd. is more thought-provoking.

It involves 94 referee instruments, many disputes involving financial loan contracts, and disputes over assignment of claims, all of which are application executors.

Xingle group is rarely known.

This mode is not uncommon in the A share market. In the case of Heng Tian Hai Long, there is more than once.

Those who are skilled in using leveraged funds also have Xinglong group, the largest shareholder of Heng Tian Hai long.

In an interview with the economic news reporters in twenty-first Century, it was learned that Xinglong group, a major shareholder of Heng Tian Hai Long, was also involved in a criminal case. The Yueqing Municipal Public Security Bureau has launched a case investigation of xingle group's issue of shares, companies and corporate bonds.

In twenty-first Century, the economic report once again came to Yueqing, Wenzhou to investigate and understand that in the description of many investors involved in xingle group, xingle group raised public funds in the name of stock incentive and obtained 200 million shares of listed companies.

The story goes back to four years ago. In March 2015, China Heng Tian Group, the controlling shareholder of Heng Tian Hailong, disclosed plans to transfer shares.

Two months later, in May 27, 2015, xingle group, which was controlled by Wenzhou businessman Yu Wen pin, came out and signed a share transfer agreement with China's Heng Tian Group after 70.

Xingle group took over 200 million shares from China Heng Tian Group and promoted the largest shareholder at a cost of 1 billion 38 million yuan.

From the raise of share transfer funds, xingle group also embodies the trait of "dare to take risks".

Still remember, xingle group in the May 2015 detailed rights and interests change book said, 1 billion 38 million yuan share transfer 30% from its own funds, and the other 70% through bank loans and other ways to raise.

At that time, xingle group also announced through the announcement of Heng Tian Hailong that Yueqing branch of Bank of China and China Minsheng Bank Wenzhou branch both offered financial support to them, which were 400 million yuan and 850 million yuan respectively.

However, in fact, the source of funding is not the bank. In twenty-first Century, an economic report reporter learned that xingle group raised public funds in the name of stock incentive, and almost bought a takeover.

"In May 2015, xingle group promoted its stock incentive plan to its core employees, distributors and agents, but in fact, many of them did not buy their employees and distributors." In November 14th, an investor in Yueqing, Wenzhou told the business reporter in twenty-first Century.

The reporter obtained a plan (Marketing) to grant restricted stock to Xingxing Group Co., Ltd. to encourage the object. It shows that the amount of incentive stock reserved by the company is 30 million shares, accounting for 4.76% of the total number of shares held by the listed company (the company is expected to hold about 630 million shares of the listed company, 200 million shares in the initial stage, and 430 million shares later), and the price is determined according to the 60%, 65%, 70% of the closing price of 1 trading days before the suspension of the listed company (corresponding price is 3.92 yuan, 4.24 yuan, 4.24 yuan).

"Xingle group's equity incentive plan must be linked to shareholders, employees or dealers agents, we can not directly buy, so we signed a shareholding agreement with the company, in the name of employees to buy." The investor said.

He presented a "shareholding agreement" to the economic report reporters in twenty-first Century. The agreement agreed that, in view of the plan (Marketing) granted by xingle group limited to the incentive objects, Party B transferred some of the shares of Target Corp to Party A. However, for the objective reasons, the party did not change registration, and Party B held the shares of Target Corp for Party A. Therefore, Party A and Party B signed the agreement.

The story of lost wealth

According to several investors, the above-mentioned shareholding agreements involved more than 500 investors, amounting to 276 million yuan.

In the description of many investors, xingle group said in the announcement that the 1 billion equity transfer fund "30% comes from its own funds", in fact, most of them come from the public funds raised by the above equity incentive plan.

These investors may have been longing to participate in a story of riches.

In August 18, 2015, Heng Tian Hai Long announced that xingle Group paid the share transfer surplus to China on the same day. So far, 200 million shares of listed companies have been successfully taken.

However, what is fishy is that investors say that xingle group claims to be a proxy holding agreement for the equity incentive of listed companies, but actually the main body of signing a contract with investors is not xingle group, but a company called Shanghai xingle Klc Holdings Ltd.

Enquiries about the national industrial and commercial registration information show that Shanghai xingle Klc Holdings Ltd is located at 5171 room first, Yuanjiang Road, Minhang District, Shanghai, with a registered capital of 50 million yuan. The main business investment, tourism consultation (not engaging in travel agency business) (except brokerage), wire and cable and accessories, electrical equipment sales, etc., is also the 5500 of the actual control.

"We thought that we bought the stock of Heng Tian Hai Long, a listed company held by xingle group, and bought shares at the cost of 3.92 yuan / share. Even though the profits and losses were at stake, the stocks were at least in hand, but now, they feel that everything has been wasted." Several investors thought that the operation of xingle group and Yu Wen pin was suspected of fraud but no voice was heard.

As a matter of fact, Hu Xingrong, a real controller of the Kang Nan technology company and a post 80's Wenshang company, has already met with a former shareholder of the listed company, xingle group, and Yu Wenpin, a real controller, in a financing dispute.

The judgment of the Supreme Court in April 29, 2019, "civil judgment on second instance of enterprise lending disputes of xingle Group Co., Ltd. and Zhejiang xingle Cable Group Co., Ltd." shows that in December 22, 2016, Shanghai poly and xingle Group signed the loan agreement in the lobby of Songshan New District, Jinzhou.

The main contents of the agreement are: (Shanghai poly) loan amount of 2 billion yuan, loan purpose: used for xingle group to repay trustee trust, China International Trust and other arrears. The term of the loan is 12 months, and the interest rate is 8%.

With regard to this loan, xingle group has pledged to pledge 200 million shares of Shanghai Heng Long Hailong in the Shenzhen Stock Exchange (12 of the total share capital of the listed company) before the 12 working day of the second working days after the loan.

It should be pointed out that both the former transfer of controlling shareholder seats to Xinglong group's China Heng Tian Group, or the loan to xingle group's Zhongrong trust, are deeply rooted in the "Zhongshu" system.

In December 23, 2016, Shanghai Poly Products fulfilled the obligation to pay according to the agreement, paid 1 billion 600 million yuan to xingle group, and paid 400 million yuan to China Insurance century asset management (Beijing) Limited company. The above payment of Shanghai aggregate amounted to 2 billion yuan.

A week later, xingle group will pledge the 200 million shares to Shanghai poly products.

In the verdict, xingle group argued that "the loan from Shanghai to its own capital is not its own capital". The main body of the actual loan is not Shanghai poly product, but the outsider Hu Xingrong.

Hu Xingrong's admission seems to have foreshadowed.