Ren Dong Holdings announced that in June 2020, Shanxi Lucheng Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Lucheng Rural Commercial Bank") initiated a lawsuit, claiming that it subscribed for the "Daye Trust Shengxin 17 Single Fund Trust Contract" of 654.38+0.5 billion yuan established by Daye Trust. The actual investor of the asset management plan was Jinzhong Yu Liang Grain and Oil Trading Co., Ltd., and Lucheng Rural Commercial Bank also accused Ren Dong Holdings.
The list of defendants in the above lawsuit includes not only Yu Liang Cereals and Oils and Ren Dong Holdings, but also Detianyu Ecological Technology (Beijing) Co., Ltd. (hereinafter referred to as Detianyu), Tianjin Heyou Technology Co., Ltd. (hereinafter referred to as Tianjin Heyou), Yue Long Industrial Group Co., Ltd. (hereinafter referred to as Yue Long Industry), Tian Wenjun and Hao Jiangbo. These enterprises are actually controlled by Tian Wenjun and Hao Jiangbo. Tian and Hao are husband and wife, and the company they control is called Deyu Department.
Capital "speculators"
"He is very clever. "This is the first impression of Chen (a pseudonym). He is "broad-minded and courageous."
In 2006, Tian Wenjun led the establishment of Zhonghaibo Investment (Beijing) Co., Ltd., whose investment direction was mainly agricultural trade and agricultural science and technology. Later, it was named Detianyu Ecological Technology (Beijing) Co., Ltd., and then Detianyu integrated several local agricultural companies in Jinzhong to establish Deyu Agriculture, which was listed on the OTC market in the United States.
An article entitled "Building a Leading Enterprise in China's Miscellaneous Cereals Industry" said that Deyu Agriculture achieved sales income of 600 million yuan in 20 10, and since 2010, the company has invested more than10 million yuan to build a production and processing base in Pinggu, Beijing. This is another large-scale production and processing base established after Jinzhong and Quwo in Shanxi, Chengdu and Liangshan in Sichuan.
Tian Wenjun, who rarely shows up, has said that they will set up production bases and miscellaneous grains circulation and trading centers in Jiangsu, Shandong and other provinces. "The company should gradually complete the layout of the national coarse cereals industrial chain, and build the leading enterprise and the first brand of coarse cereals industry in China".
Although listed on OTC, the profitability of Deyu Agriculture has not improved significantly. According to its financial report, from 20 10 to 20 14, its net profit fluctuated around 20 million dollars, and then its share price plummeted, and Tian Wenjun and other original shareholders and teams left one after another.
At the same time as Deyu Agriculture was established, Tian Wenjun also established a company named Shanxi Deyufang Innovative Food Co., Ltd. (hereinafter referred to as Deyufang), whose main business is miscellaneous grains drinks, and sought independent listing.
An article in Jinzhong Evening News entitled "Deyufang Financing" Step Up the Horsepower "to Make Small Grains March into Greater Hong Kong" gives us a glimpse of Tian Wenjun's ambition: 201212 On February 20th, Shanxi Deyufang Innovative Food Co., Ltd. held a Hong Kong financing kick-off meeting at the Mandarin Oriental Hotel in Hong Kong.
According to the annual report of Deyu Agriculture 20 1 1, Deyu and Yue Long Industry belong to Deyu Agriculture and are domestic subsidiaries controlled by VIE structure. The so-called VIE, that is, "agreement control", according to the agreement, Deyu Agriculture provides business cooperation opportunities for its subsidiaries, but the latter has to pay all the annual after-tax net profit to Deyu Agriculture.
However, Deyufang failed to realize Tian Wenjun's original long-cherished wish and failed to list on the Hong Kong stock market. 20 15 years, Deyufang (834 109. OC) landed on the New Third Board and terminated its listing at 65438+ on October 7th, 2020/KLOC-0.
In addition to seeking independent listing, Deyu Department, which is good at capital operation, began to set foot in the A-share market from 20 14, and successively entered a number of listed companies with different entities such as Yue Long Industry. After gaining control of the listed company, it realized rapid capital operation through foreign investment or mergers and acquisitions, and later changed its main business, then changed its name and surname, which made the stock price of the listed company soar, and then the major shareholders pledged financing for many times.
It is well documented that the "Deyu Department" actually controlled by Tian Wenjun and his wife Hao Jiangbo at least once occupied the Seven Star Pagoda (002359. Shenzhen, now *ST Nortel) and Hong Lei (once renamed Minsheng Jinke, now "Ren Dong Holdings"). In addition, Guti Technology (002694. SZ) is a partner of Tian Wenjun.
20 14 12, Yue Long industry, which is controlled by Deyu Department, acquired 8.895% shares of Qi Xing Building/kloc-0 from Shandong Qi Xing Group and became the new actual controller. Immediately, Qi Xingta announced a major asset restructuring. 2015 On July 2nd, Qixing Tower issued a plan to increase its income, which is intended to be used to acquire 0/00% equity of Beixun Telecom/KLOC. After the resumption of trading, the share price of Seven Star Tower rose from 6 yuan to 34 yuan, and Yue Long's industrial surplus was nearly 4 billion yuan.
2065438+In June 2006, Tianjin Pomelo Asset Management Co., Ltd. (hereinafter referred to as "Pomelo Assets") wholly owned by Hao Jiangbo became Hong Lei Co., Ltd. (002647. SZ) uses a similar method. The 20 16 semi-annual report of Hong Lei shares shows that all Hong Lei shares held by Grapefruit Assets were pledged as soon as they entered the company. However, due to the change of ownership, the company's main business turned into a hot "internet finance", the share price of Hong Lei's stock soared for a time, and later it was renamed Minsheng Jinke.
"The essence is' fried shell'." Chen Xiru commented on the operation mode of "moral monarchy".
"Deyu Department" has gained a lot in the capital market. In a well-known wealth ranking list, "Deyu Department" has occupied several seats, among which Hao Jiangbo once won the title of the richest woman in Shanxi merchants. In local business circles, Tian Wenjun is also known as Shanxi's invisible rich.
Financial "players"
Beijing Shanxi Merchants Museum is a private museum with the theme of showing the development and promoting the spirit of Shanxi merchants. Many rural commercial banks and city commercial banks in Shanxi have set up Beijing offices here, and there are many "German imperial departments" behind these banks.
20 1 1 Under the background of large-scale restructuring of rural credit cooperatives and capital increase and share expansion of city commercial banks, especially in the equity transfer, "Deyu Department" invested heavily in local commercial banks.
In 20 13, Tian Wenjun was elected as a director of Jinzhong bank, and his term of office expired in 20 19, and he no longer served as a director of the bank. Also from 20 13, Deyu Department, represented by Heyou Industry and Yue Long Industry, intensively invested in more than ten local banks in Shaanxi. For example, Heyou Industrial invested in eight banks, including Jinzhong Bank, Yangquan City Commercial Bank, heshun county Guidu Village Bank, Pingyao County Jin Rong Village Bank, Lucheng Rural Commercial Bank and Shanxi Yuci Rural Commercial Bank, accounting for 7% to 65,438+00% of the shares, while Yue Long Industrial also holds shares in some banks.
"Mainly with the grapefruit industry, others are affiliated companies." Chen said to me.
The shareholder of Heyou Industry is a wholly-owned subsidiary of Horgos Grapefruit Venture Capital Co., Ltd., and Hao Jiangbo holds 99% of the shares.
Holding shares in banks has brought great convenience to the capital operation of Deyu Department, but it has caused great confusion to financial institutions.
In the aforementioned "trust contract dispute of RMB 65.438 billion+RMB 500 million", according to Ren Dong Holdings' reply to the inquiry of the Exchange, when the contract occurred, the controlling shareholder of Ren Dong Holdings (Minsheng Jinke) was Tianjin Heyou, and the actual controller was Hao Jiangbo. At the same time, Tian Wenjun and other relevant parties provided guarantees for this. In fact, "Deyu Department" holds a large number of shares in Lucheng Rural Commercial Bank.
According to Qixinbao information, Heyou Industry controlled by Hao Jiangbo holds 7.92% of the shares of Lucheng Rural Commercial Bank, Yue Long Industry holds 7.5% of the shares of Lucheng Rural Commercial Bank, another "Deyu Department" company holds 9.67% of the shares of Lucheng Rural Commercial Bank, and the three companies together hold more than 25% of the shares of Lucheng Rural Commercial Bank.
Obviously, in this trust contract of 654.38+0.5 billion yuan, "Deyu Department" played three roles as lender, guarantor and borrower at the same time.
The Measures for the Administration of Related Party Transactions between Commercial Banks and Insiders and Shareholders clearly stipulates that "commercial banks shall not issue unsecured loans to related parties or accept their equity as pledge to provide credit".
It is worth noting that in 20 18, the controlling stake of Ren Dong Holdings was transferred from Tianjin and Grapefruit to Ren Dong Science and Technology, but the listed company did not publicly disclose the guarantee of/kloc-0.5 billion yuan during the holding period of these two parties. 2065438+In July 2009, the controlling right of Ren Dong Holdings was transferred to Haidian State-owned Platform. After Ren Dong Science and Technology acquired the controlling stake, it turned around and pledged part of its shares in Ren Dong Holdings to Jinzhong Bank and Yangquan City Commercial Bank. Jinzhong Bank and Yangquan City Commercial Bank hold a large number of shares in Deyu Department.
Less than half a year after Haidian State-owned Assets took over, Lucheng Rural Commercial Bank filed a lawsuit against the trust plan that was overdue as early as the first half of 20 19.
In this regard, Ren Dong Holdings, a subsidiary of Haidian State-owned Assets Holdings, denied the relevant information in the announcement. "There is no contact or signing of the above documents, and there is no related printing process." According to the announcement, the above-mentioned joint liability guarantee has not gone through the internal audit procedures of Ren Dong Holdings, and has not been reviewed and approved by the board of directors and shareholders' meeting of Ren Dong Holdings. Independent directors have not issued independent opinions. Ren Dong Holdings has never issued an announcement, which is not in compliance with relevant laws and regulations.
First of all, equity pledge and leveraged financing appear repeatedly. For example, Heyou Industrial pledged 47.5 million shares of Shanxi Lucheng Rural Commercial Bank to Shanxi Shouyang Rural Commercial Bank in June 20 18; In that year 165438+ 10/2, Heyou Industrial pledged its 50 million shares of Yuci Rural Commercial Bank to Shanxi Zuo Quan Rural Commercial Bank, and Yuci Rural Commercial Bank was the second largest shareholder of Shanxi Zuo Quan Rural Commercial Bank.
The second phenomenon is that Deyu Department has dozens of shareholders in commercial banks, especially natural person shareholders, whose subscribed capital ranges from 654.38+10,000 yuan to tens of millions of yuan. Among them, there are 654.38+00 natural person shareholders in a rural commercial bank, and the subscribed capital contribution is 654.38 million yuan, accounting for 0.0654.38+0%. This situation facilitates the control of minority shareholders (shares).
"City commercial banks and rural commercial banks that are not doing well have practical difficulties. When they are reorganized, the shares are dispersed and given to natural persons. Some problems involved in bond restructuring lead to the extremely complicated and chaotic equity of rural commercial banks and urban commercial banks. Some rural commercial banks hold less than 5% or 10% of the shareholders, which leads to the so-called three-meeting, one-layer rules of procedure in name only. " A financial researcher said.
A person familiar with the situation of a shareholder of Lucheng Rural Commercial Bank said that for some time, the so-called shareholders' meeting, decision-making Committee and supervision Committee of Lucheng Rural Commercial Bank basically existed in name only.
2065438+February 2009, Changzhi Banking Insurance Supervision Branch imposed an administrative penalty on Lucheng Rural Commercial Bank, fined 500,000 yuan, and ordered it to investigate the responsibility for "the credit granted by the single-family major shareholder and related parties exceeded the regulatory limit, and the loan purpose was inconsistent with the actual use".
"After the restructuring of small and medium-sized banks, the management is not standardized enough, and some commercial banks will have problems such as insider control and offside of major shareholders." Chen said to me. This actually gives "players" such as the "German Reich" an opportunity.
adverse current
Ren Dong Holdings denied the above-mentioned 654.38 billion yuan guarantee lawsuit, and said that it had reported the case to the public security organ. However, the latest progress in this case has not yet been seen.
However, the lawsuit has had a great impact on listed companies: Ren Dong Holdings stated in its initial announcement that the lawsuit would "have uncertain impact on the company's current profits or future profits", while in its recent announcement, it directly stated that "up to now, the court has not made a judgment, which has adversely affected the company's credit and affected the company's financing to a certain extent".
The impact goes far beyond this. Behind the case, it reflects all kinds of chaos in the development of rural commercial banks and urban commercial banks.
"The emergence of these problems is not unrelated to the restructuring of rural credit cooperatives." Huang Dazhi, a senior researcher at Suning Financial Research Institute, believes.
In 2003, the State Council issued the "Notice on Deepening the Reform of Rural Credit Cooperatives" to encourage qualified areas to transform rural credit cooperatives into joint-stock commercial banks. The CBRC has also begun to formulate a series of regulatory documents to regulate.
After the pilot and the merger of rural credit cooperatives, in 20 1 1 year, the CBRC announced that it would no longer set up new rural credit cooperatives and rural cooperative banks, completely canceled the qualification shares, and gradually reorganized eligible rural credit cooperatives into rural commercial banks, and all rural cooperative banks should be reorganized into rural commercial banks.
Also from this year, the number of rural commercial banks with "independent legal persons" has been increasing. In the mode adopted by some local rural credit cooperatives, the contradiction between provincial cooperatives with the functions of "management, guidance, coordination and service" and "small legal persons" has always existed, and even once became public.
The person in charge of a relatively mature rural commercial bank believes that the problem that the board of directors of the Provincial Association is controlled by major shareholders mostly occurs in rural commercial banks that are "reformed with illness".
Due to historical reasons, the development quality of a large number of rural commercial banks is indeed mixed.
On June 18, Shanxi Provincial Party Committee held a working conference on financial reform, emphasizing the need to combine risk prevention and control with financial anti-corruption, seriously investigate and deal with corruption behind risks, and resolutely dig out and clean up the "moths" in the financial field.
The reorganization of rural commercial banks and the resolution of financial risks have been included in one of the major reform issues of Shanxi Provincial Committee in 2020.
Within three days from August 8 to 10, four city commercial banks in Shanxi successively announced that they planned to hold an extraordinary shareholders' meeting to consider the Proposal on Participating in Merger and Reorganization or Newly Established Merger, including Jinzhong Bank and Yangquan City Commercial Bank.
Lucheng Rural Commercial Bank ushered in a new management.