**: Tencent Finance.
The case has not yet been concluded, and Tencent News "Periscope" has tried to restore to the greatest extent how Noah fell into the trap of "good sister" Luo Jing step by step, as well as the story of its entanglement with investors in the past four years, through conversations with investors, hundreds of pages of judgments, internal materials, etc.
Tencent News "Periscope" special author Liu Juan
Many years ago, Yang Yang (pseudonym) was introduced by a friend to become a client of Noah Wealth, but what he didn't expect was that after being fortunate enough to escape the crisis of Huishan Dairy and Banyan Tree project, he could not escape the "Chengxing case" after all
JD.com's "angry" statement once again unveiled the scars of Noah Chengxing's product investors.
On December 4, JD.com made a sudden statement saying that the "Chengxing case" had aroused widespread concern among the public and the public. JD.com, as an unwitting victim, was embroiled in a malicious lawsuit that lasted four years, and the company's reputation and rights suffered significant losses.
The statement pointed out that in the process of contract fraud in Chengxing, Chengxing Company used fake JD official seals, fake JD employees, fake JD systems, fake transaction data and fake JD bank accounts to easily deceive Noah Wealth, known as the "global comprehensive financial platform", and its Gopher assets, and obtained huge financing from Gopher, which led to a thunderstorm.
JD.com also pointed out that "Noah and Gopher Assets refused to examine their internal management issues, and maliciously launched an unbelievably high lawsuit against the third party JD.com in an attempt to confuse the public." ”
Subsequently, Noah Fortune countered that the "Chengxing 618" case occurred in June 2019, and Shanghai Gopher, as the plaintiff, initiated a civil lawsuit against Chengxing and Jingdong and other defendants to the court in July 2019, and the court accepted and filed the case in 2019.
In June 2019, Noah's subsidiary Gopher Asset's core series of products exploded, the underlying assets of the product were fictitious accounts receivable from Chengxing to JD.com, and Luo Jing, the first hand of Chengxing, was sent to prison, with a total loss of 3.4 billion yuan for 818 investors, Yang Yang is one of them.
In addition to Noah, this financing with the fictitious **chain** as the underlying asset has also made other institutions "hit", including Xiangcai**, Moshan Factoring, Yunnan Trust and other institutions More than 300 billion yuan of funds were involved, and caused a loss of more than 80 billion yuan.
Today, the case has not yet been concluded, and we try to restore to the greatest extent how Noah fell into the trap of "good sister" Luo Jing step by step, as well as the story of its entanglement with investors in the past four years, through interviews with investors, hundreds of pages of judgments, internal materials, etc.
Investors "fall into the pit".
In 2016, I began to buy the private placement of the 'Creation Core' series**, and the earliest underlying asset was China Mobile's accounts receivable, and the accounts receivable at that time should also be true. Yang Yang recalled to Tencent News "Periscope" that Gopher began to raise funds for Chengxing about 2016, but the underlying accounts receivable were different.
After a period of time, the underlying assets of this series of products became Chengxing's accounts receivable to Suning, and the product form was almost the same as before, which was also fixed income;It didn't take long (2017) for the underlying assets to become Chengxing's accounts receivable to JD.com. Since then, until the thunderstorm in June 2019, this series of products continued to be issued on a rolling basis, with a total scale of more than 10 billion.
According to her, the product has an agreed annualized interest rate of 7 for investors of more than 3 million7% (1 million is 7.)5%), after deducting taxes and fees, about 74%, and the term is mostly 6 months, 9 months or 13 months.
Yang Yang introduced, because of the blessing of the so-called "Jingdong accounts receivable" concept, this product is very popular, every time you have to rely on grabbing, first pay to seize the quota, a little later, there will be no more, and even until the thunderstorm in the month, there are still investors in the payment.
She said frankly that the main thing to buy this product was to be safe and secure, because 7The income of 4% is a little higher than that of bank wealth management.
The security it said can be seen from the promotional materials of Noah at that time: Chengxing's accounts receivable to Jingdong were pledged to Gopher Assets at 85% off, and it was agreed that the account would be jointly managed, and the manager would reserve a fully effective seal and keep all the ukey (entry + review), and the account would not transfer funds to the outside world without the consent of **.
According to the originally declared transaction structure, the so-called JD (referring to "JD.com") confirmation letter covers three points: 1. JD is aware that Guangdong Chengxing Holdings has transferred the accounts receivable to Noah;2. JD will pay according to the contract to the special account designated by Noah3. Without Noah's confirmation, Chengxing shall not transfer this account receivable to other institutions or individuals, and JD will not accept Chengxing to change the above payment account.
In addition, according to the promotional materials, the two parties also agreed that Guangdong Chengxing reserved Noah's seal and Noah retained the review key in the external payment account, and the external transfer was subject to Gopher's review and approvalGuangdong Chengxing business license, account opening permit, official seal, legal person seal, and financial special seal are jointly managed.
Such a tight risk control procedure made Yang Yang feel more at ease, and because of this, even if she later learned that Noah had been deceived by the "Radish Chapter" privately engraved by Chengxing, she still believed that as long as she really controlled and supervised the capital flow of the condominium account as Noah herself claimed, it was clear at a glance whether every sum of money was really transferred from Jingdong's account, and it would not fall to the point where Luo Jing was arrested before discovering the problem.
Based on this, she believes that there are only two possibilities for the transaction structure announced by Noah: first, the so-called risk control itself is useless;Second, Noah knew about it, but chose to ignore it for some reason (such as Luo Jing's previous good repayment record).
What is the truth?
"Inner ghost" causing trouble?
Fang Jianhua, an internal employee, is said to be Noah's "inner ghost" in the case.
According to the judgment of the Shanghai Yangpu District Court obtained by Tencent News "Periscope", Fang Jianhua successively accepted a bribe of 3 million Hong Kong dollars from Luo Jing and facilitated his financing. The case was decided in March 2021, and the verdict showed that Fang Jianhua was guilty of the crime of non-state functionary** and was sentenced to three years in prison and a fine of RMB 100,000.
However, some investors believe that "Fang Jianhua's behavior occurred during Noah's tenure, and if the resulting loss was also caused by his official behavior, the responsibility should be borne by Noah." ”
Noah may be the victim, but the real perpetrator of the crime should be held accountable, rather than passing on the loss to the investor. Yang Yang said, for example, if there is a series of rear-end collisions on the highway, the front car must and can only be held accountable to the next rear car, and the rear car cannot not be compensated because it is also a victim (exempted from legal responsibility for compensation for the front car).
The fact is that Fang Jianhua's identity is not an employee of Gopher Assets, the manager of the Genesis Core Series, but Noah Zhengxing, a sales company under Noah, who has served as the senior deputy director of the team and the senior deputy director of the team.
According to the judgment, Anhui Huixin Financial Investment Group Co., Ltd. (a subsidiary of Anhui Gujing Group Co., Ltd.) was introduced by Noah Company to acquire Chengxing Company's receivables against Jingdong Company. During this period, Fang Jianhua of Noah Company focused on recommending financing projects with Chengxing Company, and then went to Chengxing Company twice in January 2019 to conduct due diligence and so on, accompanied by Fang Jianhua and others.
The series of witness testimony in the verdict confirmed that the defendant Fang Jianhua was responsible for business docking, and Noah Company led a team to Chengxing Company for interviews every timeFang Jianhua, an employee of Noah Company, has repeatedly accepted benefits from Chengxing Company.
In summary, according to the description of the judgment, Fang Jianhua played the role of introducing, recommending and taking the client to the client such as Anhui Huixin, and leading the team to Chengxing Company on behalf of Noah to conduct due diligence and interviews respectively.
On Luo Jing's side, he hopes that Fang Jianhua will issue several more issues of ** products and increase the issuance amount of ** to make up for the company's funding gap. For this reason, Chengxing Company sent money to Fang Jianhua several times from November 2017 to the time of the case.
As to whether or to what extent the act is related to the significant loss of the property, the judgment does not mention it.
Noah's Box
In any case, Gopher Assets, the first manager responsible for confirming the authenticity of the transaction and controlling the so-called special collection account, has the primary responsibility for the product.
The first-instance verdict of Luo Jing's case disclosed in detail the complete chain of Luo Jing's counterfeiting - "Radish Chapter", infiltrating the JD building and pretending to be a JD employee to accept due diligence, intercepting express delivery, impersonating the JD system, and even the repayment account was a counterfeit JD.com.
In particular, in the same period, Chengxing was also involved in the loss of more than 2.7 billion yuan of Moshan factoring, more than 900 million yuan of Xiangcai**, more than 1.5 billion yuan of Yunnan trust, and 09.9 billion yuan, etc.
However, before the Chengxing case Luo Jing, the "Radish Chapter" was not a high-end deception, and Noah's internal email exchanges and training materials obtained by Tencent News "Periscope" showed that if it kept the bottom line of risk control set by itself, it could have completely avoided the "gentle trap" set by Luo Jing.
In January 2017, in the internal training of Noah's ** chain finance, Lin Yang and his team from the product center, business director Zhou Desheng and others participated, and had a detailed explanation of the risks and prevention of ** chain financial business.
Among them, Lin Yang of the product center mentioned: "The biggest risk of chain finance is the risk of authenticity, and it is a huge risk to string together a bunch of fake documents;Therefore, the authenticity is to be confirmed, how to confirm, there are many methods, especially emphasizing the on-site confirmation: (Noah) until now (on-site confirmation) has adhered to a relatively strict approach, and the radish chapter has been broken out on the Internet, even if the confirmation letter is red, but how did this red come about, and the risk exists. The logic of the transfer registration, which certifies the transaction from the side. Every time you send it out, you have to verify that these things are ......”
However, the key step that gave the "Carrot Chapter" an opportunity was precisely that Gopher later gave up the on-site confirmation of the right and instead sent a notice of debt transfer to JD.com by mail (express delivery), resulting in the complete failure of the original "perfect" risk control.
In May 2017, the relevant departments within Noah had a series of email exchanges with Luo Jingfang on the confirmation method of the confirmation letter of the China Mobile, Suning and Jingdong projects, and Hu Yi, the product manager of the Chengxing series, sent the relevant persons of the legal department to Suning, China Mobile and Jingdong respectively to Suning, China Mobile and Jingdong on the way of confirming the rights of Suning, China Mobile and Jingdong projects, and asked the relevant persons of the legal department to issue relevant legal opinions.
In this regard, Lin Yang, the person in charge of the product center, said, "This is a common practice in the market."
The question raised by Hu Yi is a false proposition, and the correct question is: 1) whether the legal effect of EMS signatory signatory + sending back with seal will be weakened, especially compared with 2) face-to-face signing. It is best to have comparisons and evaluations. "The financiers have made it clear that we are using it like other financial institutions1). Because 2) China Mobile, JD.com, etc. are unable to cooperate. ”
In the email, the relevant personnel of Noah's legal department confirmed that the notice of assignment of creditor's rights sent by mail has legal effect. However, at the same time, it is pointed out that compared with the usual methods and procedures such as personal delivery and on-site witness sealing, there are relatively large operational risks in the mailing method, which mentions that the defense may be made due to the falsification of the receipt and the untrue content.
As a result, the person suggested that there are a number of ways to mitigate operational risks, such as comparing the signatures or seals used in the returned documents with those used in previous transactionsIn the mailing process, you can also confirm by email, ** information, etc.
Subsequently, the "inner ghost" Fang Jianhua sent an email to Peng Jing, chief product officer of Noah, saying that he had communicated with Lin Yang and the legal department to change the way of confirming rights (from face-to-face to EMS mailing, and JD.com, Mobile, and Suning changed the confirmation letters to mail in the future), confirming that the new model has no legal flaws. In the end, Peng Jing replied with the word "agree".
Since then, Pandora's box has quietly opened, and the gears of doom have begun to turn.
Defeated by common sense?
Regarding the case of Noah Chengxing's "Radish Chapter", a netizen in the circle left a message on social ** that he had gone to Shanghai Moshan Factoring for due diligence, and had also seen a series of contracts for Moshan Factoring, and the bottom layer was the accounts receivable of Jingdong and Suning, and they all had confirmed rights. At that time, I felt that Moshan Factoring was quite big, and there should be no problem with the due diligence signing process, and I was very envious that they had found this kind of low-risk business.
It's really unreasonable to think about it now.,I remember what I saw at the time to help Jingdong purchase U disk or something,I thought,Why doesn't Jingdong directly find manufacturers to purchase money for Luo Jing's company。 Another colleague said that he checked ** afterwards, and Luo Jing's ** that they purchased on behalf of them was more expensive than the one sold online. If those financial institutions are not superstitious about Jingdong Suning's confirmation payment letter, they will not use common sense to judge, and they will not step on the pit. ”
For this kind of business, Noah's original intention is to cater to the needs of its own customer base: the product risk is relatively low, and the income is 1%-1% higher than that of bank wealth management5%。Lin Yang of the product center said in the internal training, "This is very challenging for Noah. ”
Lin Yang said that Noah's method of chain finance is to surround the city from the countryside, focus on upstream and downstream financing, and bind the repayment (of high-quality enterprises such as JD.com, Suning, and China Mobile) as the first repayment.
The advantage of this is that there is no difference between upstream and downstream in terms of financing costs, which is almost no different from directly giving him a loan (referring to high-quality enterprises such as JD.com, Suning, and China Mobile). The result is a perfect combination of low risk and high return.
At that time, Noah probably didn't quite understand that this gift from fate had already been secretly marked**.
Gopher's financing of Chengxing is a typical factoring business, which is based on the premise that the creditor transfers the accounts receivable held by the creditor to the factor, and the factor provides the creditor with a comprehensive financing service integrating financing, accounts receivable collection, management and bad debt guarantee, which is not a new species in the industry. However, the biggest difference from other types of players is that the financing cost of the banking channel is low, while the other channels are significantly higher, some even more than 20%.
However, a credit approver from a major bank who has personally handled a number of factoring businesses told Tencent News "Periscope" that factoring business was "popular" in commercial banks for a period of time about 10 years ago, but it didn't take long for it to shrink a lot. "Although banks naturally have a stronger information advantage than other institutions, the risks are still too great in practice. ”
In this regard, the above-mentioned person explained that his own reflection is that the logic of the factoring business is flawed.
The biggest problem is that all the materials (including the so-called information flow, goods flow, and capital flow) are provided by the borrower (factoring applicant), and the so-called big-name "debtors" who are highly regarded by the bank are very strong against the bank, and have no motivation or willingness to cooperate with the due diligence.
The person said that there were also many risks in the factoring business of his bank, but because it was not a mainstream business, the single amount was not large. "There are so many tricks in this. For example, he said, falsifying account periods, issuing real invoices first and then invalidating ......Similar to Noah, who was accompanied by Chengxing in due diligence and faked ways, have encountered it, "many problems were discovered only by their own due diligence".
Lin Yang said in Noah's internal training that the above business relies on two core conditions: one is the authenticity of **, and it cannot be false financing without **;The second is that the core enterprises are willing to support their upstream and downstream financiers, and at the same time can confirm the debt relationship and confirm the repayment time.
In the end, it was precisely these two inconspicuous premises that made Gopher overturn in the gutter.
For these high-interest factoring businesses that are free from the banking system, the above-mentioned big banks laughed and said that the competition between banks is almost white-hot, and if there is such a good business, it will be the first to break through, and it will be the turn of others.
It's common sense. ”
Investors who are "settled".
Now, 3.4 billion funds have been wasted, and "reconciliation" with Noah is still dead?Yang Yang chose the latter.
In the past four years or so since the incident, Yang Yang and other investors have done almost all the rights protection actions you know and can think of, they have contacted each other, and even opened a special rights protection *** to publish rights protection related matters or reports from time to time.
Noah has not expressed "sincerity" to investors.
Yang Yang said that in the earliest days, Noah had provided loans equivalent to one-third of the amount of the first share for those holders who lacked liquidity in their business, with an annual interest rate of 42%, but it is required that there should be no recovery against Noah until the loan is repaid.
It is equivalent to saying that he has not got his money back, and he has to do a business with Noah, and he is still conditional. Yang Yang felt incredible.
In August 2020, more than a year after the thunderstorm, Noah Wealth disclosed the settlement plan for Chengxing International's 3.4 billion ** chain financing products. Pursuant to the Settlement Offer, investors will be granted a certain number of Restricted** Units (RSUs) for a period not exceeding 10 years.
The so-called RSU is equivalent to the investor exchanging about $49 shares for Noah's, while Noah's stock price was only $27-28 at that time, and the current Noah stock price is about $12-13 shares. In other words, the investors who accepted the settlement plan at the beginning have a floating loss of about 70% compared to their initial investment in **.
Before being granted an RSU, the investor will transfer all the target shares to the transferee designated by Gopher at the rate of RMB 1 (RMB).
As a settlement consideration, the investor must irrevocably waive all its rights and claims against Gopher, Noah Zhengxing and their affiliates in respect of **.
According to Noah, as of December 31, 2020, about 67% of the Chengxing-related credit** investors had accepted the settlement, accounting for 70% of the outstanding balance of the Chengxing-related credit** under Gopher Assets6%, Noah Wealth has "accrued" a $1.2 billion settlement based on the fair value of the RSUs issued to investors. For investors who do not accept the above-mentioned share exchange settlement, about 5The so-called "other settlement plan" of 300 million yuan will be provided for at one time.18RMB 300 million settlement costs.
The effect of the rapprochement looks quite good.
According to Noah's disclosure, as of the end of the second quarter of 2020, a total of 373 Chengxing customers continued to place orders, with a total of 379.5 billion, which has exceeded the remaining principal amount of Chengxing products. This number continues to grow, and as of August 20, 2020, 444 Chengxing customers have continued to place orders, accounting for 5441%, with a total amount of 507.7 billion.
As of the end of 2021, 595 of the 818 affected clients had accepted the offer, and Noah Wealth issued a total of 114% equity.
By November this year, Pan Qing, chief financial officer of Noah Holding Group and CEO of Noah Hong Kong, said that Noah had reached a settlement with more than 70% of investors and continued to be a Noah customer.
Pan Qing also said, "When the decision is made not to redeem, the vast majority of customers still maintain respect, which is a principle that should be encouraged by the market." ”
However, Yang Yang and the friends who are with her to defend their rights have completely different feelings.
In Noah's settlement plan for RSU, in her opinion, not to mention the huge floating loss caused by the conversion of a large proportion of premiums, the so-called all RSUs that can be granted at one time need to be converted into ** in 10 times on an annual basis, and before that, the trustee of the shareholding platform will manage it as trust property in a unified manner, which cannot be truly realized soon.
In addition, according to the settlement agreement, the investment stock (excluding deposit investments) of Gopher or its affiliates shall be equal to the investment principal corresponding to the target ** share in each year from the date of grant of the investor's RSU, and the investor and its designated related entities as a whole shall be deemed to be active customers of Gopher or its affiliates in the current year (the number of investment transactions as a whole shall not be less than 2).
In other words, investors who accept the "settlement" conditions of the RSU will not only lose a huge amount of money on their books, but will also not be able to get the money for a while and a half, and will have to pay out of their own pockets to meet the so-called requirements for qualified investors and investor suitability matching as claimed by Noah, and continue to purchase the products of Gopher or its affiliates. It is not difficult to understand Noah's claim that Chengxing's customers continue to place orders, and the total amount even exceeds the remaining principal amount of Chengxing's products.
Yang Yang felt very ridiculous about such a plan, and after this incident, he could no longer trust Noah's risk control ability: "How can you buy its products again?!."”
As for the more than 100 partners who are now defending their rights together, they have all accumulated through various channels in the past few years, and the number is completely insufficient to initiate the convening of the investor conference, and in view of the fact that most of the investors have chosen to settle in the past four years, it means that most of them have lost the right to seek recourse from Gopher.
Some investors, including Yang Yang, filed lawsuits or arbitrations against Gopher Assets or its affiliates, however, according to the judicial principle of "criminal before civil", the civil lawsuits filed by investors have not been filed because the criminal cases of Noah and Chengxing have not yet been concluded.
For the current boiling Noah sued JD.com case, Yang Yang said that he didn't think Noah had much chance of winning, whether it was 4 years ago when the case occurred or recently, JD.com issued a clear statement, saying that Guangdong Chengxing Holdings is only an ordinary ** business of JD.com, and has a certain business in JD.com, and without JD.com's knowledge, Chengxing forged a business contract with JD.com to defraud externally. The fraud process of the Chengxing side disclosed in the first-instance judgment of Luo Jing's case did not show any traces of JD.com's internal personnel cooperating with the fraud.
On January 3, 2023, the Supreme People's Court announced the results of the 2022 National Court System Outstanding Case Analysis and Selection, among which there were a number of similar factoring cases.
For example, in 2022, the Shanghai Financial Court, which also sued JD.com at Gopher, made a judgment on the civil case of Xinjun Factoring Company against Suning Tesco and its ** Shangzhibao Company.
In addition, for Noah's claim that "it is not just redeemed", Yang Yang believes that it is simply changing the concept, "the original intention of just redeeming is 'the seller is responsible, the buyer is responsible', if it is really only because of macroeconomic and business risks, rather than the manager's own risk control negligence, then I admit it, but the manager is not responsible, then he has to pay for his behavior."
Yang Yang said that she had bought other products at Noah, and even if she lost more than half of them, she admitted it, because there was no negligence or fault of the manager, and there was no settlement at all.