Jintai Yue Long appealed to Dalian Intermediate People's Court, demanding that all the accounts opened by Dalian Shengya in seven banks be preserved before the lawsuit. The new management of Dalian Shengya once said that the account has been frozen by the court, and the wages and social security owed to employees cannot be paid in time.
At this time, it is only 62 days before the new management officially takes office.
Why did the lawsuit start?
According to a person familiar with the new management of Dalian Shengya, the lawsuit originated from an overseas investment of Dalian Shengya 20 17.
2065438+In February 2007, Dalian Shengya signed a contract with the subsidiary of Jintai Yue Long to jointly develop and construct Yingkou Project. In August of the same year, Dalian Shengya acquired 80% equity of the company, and the total equity transfer price was 227 million yuan. Dalian Shengya has paid a total of 74.57 million yuan, and the remaining equity transfer payment of 65.438+0.44 billion yuan has not been paid so far, and the progress of Yingkou project is less than expected. This is the beginning of this lawsuit.
What about the Yingkou project?
Yingkou Bayuquan Great White Whale World Coastal City Rendering Map
20 16 12 12 at the 20th meeting of the sixth board of directors of Dalian Shengya, cooperation proposals such as Yingkou Bayuquan Great White Whale World Seaside City Project, Xiamen Cruise City Magic Ocean Kingdom Project, Chun 'an Great White Whale Qiandaohu Waterfront City Project, Hangzhou Wildlife Park Phase II Longhui Ocean Kingdom Project and Sanya Shengya Ocean Science and Technology Museum Whale World Project were reviewed and approved, involving a total investment of 30,000 yuan.
According to iFinD data, in 20 16 years, the revenue of Dalian Shengya was only 30 10/00000 yuan, and the profit was 33.54 million yuan.
Earlier, Yin Shi Finance reported that the audit of Dalian Shengya Qiandao Lake project was blocked, and the project land was suspected of interest transfer. Yingkou Project and Qiandao Lake Project both belong to the "Mobidick Plan" put forward by Xiao Feng, then president of Dalian Shengya, on 20 12. In Xiao Feng's vision, "Mobidick Project" is intended to transform Dalian Shengya from a marine polar theme park construction operator into a marine-themed all-cultural industrial chain project to create "China Blue Disney".
The investment logic of the five foreign-funded projects named "Mobidick Project" is basically the same, that is, through the construction of the aquarium, the development and sales of residential projects on supporting land will be promoted, and residential projects will become the most important profit point.
But the plan met with opposition at the board meeting. Afterwards, Dalian Shengya issued two announcements, in which Xu Kai, the director, and Li Zheng, the independent director, respectively expounded the reasons for opposing external guarantee.
2065438+On August 30th, 2006, Dalian Shengya issued the Opinions of Mr. Xu Kai, Director of the Company, on Relevant Matters Deliberating by the 18th Board of Directors of the 6th Session of the Company, in which Xu Kai explicitly opposed the compliance of the project establishment procedures. He believes that the first phase of Yingkou project has invested more than 800 million yuan, and the land cost is close to 2,600 yuan/square meter, which is almost the land price for the development of local residential projects. The land cost is too high to build a breeding base with residential price. There is no agreement on the second phase of land in the cooperation intention. If the second phase of land purchase is unsuccessful and only the first phase of domestication base is built, is it possible to recover more than 800 million investment and realize the final profit? Therefore, Xu Kai said that if there is no land guarantee in the second phase of the investment agreement, and the domestication base can not guarantee to recover the high investment in the first phase, it will not invest in this project.
Li Zheng, then an independent director of Dalian Shengya, also voted against the Mobidick project. He believes that the total investment of Yingkou, Xiamen, Qiandao Lake, Hangzhou Wildlife Park and Sanya is 3.349 billion yuan, and the total annual cost is 720 million yuan. Huge investment funds and financial expenses are very difficult for listed companies with market value less than 4 billion yuan and net assets of 437 million yuan.
Li Zheng also said that the passenger flow selected in the feasibility study report of Yingkou Bayuquan project is more than 65,438+000 trillion passengers per year, which is too optimistic. Yingkou's real estate market is seriously oversupplied, so it may be difficult to recover the investment cost by making up for the high investment cost through the profit of later real estate development.
The opposition of the above two directors did not play much role. The chairman appointed by Dalian Shengya, the controlling shareholder of Dalian Shengya and the state-owned Dalian Xinghaiwan Financial Business District Investment Co., Ltd. expressed their full support for the project, and the management at that time also refuted the views of the two directors. The board of directors passed the proposal by a majority vote and the project was promoted.
It is worth mentioning that the two directors who raised objections were all out when the next board of directors was re-elected in April 20 18.
On February 8, 20 17, Dalian Shengya and Yingkou Haibin Tianmu Industrial Co., Ltd. (hereinafter referred to as Yingkou Tianmu) formally signed the cooperation intention agreement for the Mobidick World Coastal City Project in Bayuquan. After the project was approved, "Yingkou Tianmu" set up Mobidick seaside city (Yingkou) tourism on 20 17123 October.
According to the agreement between the two parties, Dalian Shengya contributed capital with superior resources such as capital and marine animals, while Yingkou Tianmu contributed capital with the legal operation and use right of comprehensive resources such as land resources of about 800,000 square meters, and both parties cooperated in development. Among them, Dalian Shengya Investment Holdings Yingkou Project has a shareholding ratio of not less than 70% and enjoys income and distribution according to the shareholding ratio.
Deeply mired in the 600 million yuan guarantee crisis
This time, Dalian Shengya was sued by Jintailong on the grounds that the equity transferee had not paid off. However, Dalian Shengya needs to pay more than 6.5438+million yuan in loan interest for Yingkou project every year, because Dalian Shengya provides 600 million yuan in loan guarantee for Yingkou project.
According to the new management of Dalian Shengya, the Yingkou project at that time was no longer a project company established by Yingkou Tianmu as "Mobidick Project".
20 17 On April 25th, the shareholders of Yingkou Project Company changed, Yingkou Tianmu withdrew, and Jintai Yue Long, the parent company of Yingkou Tianmu, became the sole shareholder of Yingkou Project, with the registered capital changed to 42 million yuan.
According to the announcement, Dalian Shengya signed the Equity Transfer Agreement with Jintai Yue Long on August 5, 20 17, and acquired 80% equity of Great White Whale Binhai City (Yingkou) Tourism Development Co., Ltd., with a total equity transfer price of 227 million yuan.
In other words, at that time, Jintai Yue Long had become a subsidiary of Dalian Shengya, and Yingkou Project Company was Dalian Shengyasun Company. After that, Dalian Shengya provided 600 million yuan guarantee for Yingkou Project Company.
Dalian Shengya announced in August, 2065438+2008 that it would provide guarantee for Yingkou Project Company to apply for a loan of up to 600 million yuan from Yingkou Bank Co., Ltd. Economic and Technological Development Zone Sub-branch, with a loan term of 8 years. The loan is mainly used for the construction of Yingkou Project Company. As stated in the announcement, the Yingkou project is currently under construction, and Dalian Shengya holds 80% of the shares of Yingkou project company, which has actual control ability. This guarantee belongs to providing guarantee for holding subsidiaries.
It seems reasonable to provide loan guarantee for subsidiaries. However, some directors explicitly objected to this guarantee, arguing that in this financing, Dalian Shengya should provide joint and several liability guarantee for all 600 million yuan loans of Yingkou Company in addition to equity pledge guarantee, while Jintai Yue Long, another shareholder of the company, only provided equity pledge guarantee for this financing, but did not provide joint and several liability guarantee, so the rights and obligations of shareholders of both parties are not equal.
Corresponding to the financing guarantee of 600 million yuan, Dalian Shengya's financial situation is "independent". The above-mentioned person familiar with Dalian Shengya said: "Dalian Shengya's solvency dropped sharply at that time, and its asset liquidity contracted seriously. If the holding subsidiary refinances 600 million yuan again, Dalian Shengya's asset-liability ratio will further increase to 67. 15%, and the company will face a serious financial crisis with tight capital chain and insufficient liquidity. "
According to the published financial data of Dalian Shengya, the company's operation this year is not optimistic. According to the financial report data, Dalian Shengya achieved operating income of 49,575,900 yuan in the first three quarters, down 820,654.38+0% year-on-year, and the net profit loss attributable to shareholders of listed companies was 639,654.38+0.80 million yuan, down 1% year-on-year.
At present, the problems faced by Dalian Shengya's current shareholders and management team are that Yingkou Project Company has issued a loan of 65.438+0.8 billion yuan, but the construction progress of Yingkou Project is slow, and it cannot generate cash flow, so Dalian Shengya is forced to make the bottom; At the same time, Dalian Shengya is handling the lawsuit of Yingkou Jintai Yue Long, the risk of account freezing and high compensation.