Beijing Xinzhongli Investment Co., Ltd. *** (hereinafter referred to as "Beijing Xinzhongli") private placement case has made new progress.
Recently, the Intermediate People's Court of Haikou City, Hainan Province (hereinafter referred to as the "Haikou Intermediate Court") issued a notice showing that a collegial panel has been formed on the appeal case of China Huarong Asset Management Co., Ltd. *** Hainan Branch (hereinafter referred to as "Hainan Huarong") and Gongqingcheng Xinzhongli Jianxin Investment Management Partnership (Limited Partnership) (hereinafter referred to as "Gongqingcheng Jianxin") against Beijing Xinzhongli and other related parties, and the cause of action is a dispute over a creditor's rights transfer contract.
The case originated on October 9, 2020, and Beijing Xinzhongli indirectly transferred two transactions totaling about 1The non-gold non-performing debts of 3.9 billion yuan were transferred to Hainan Huarong, but because they could not be fully repaid within the three-year disposal period, Hainan Huarong took Beijing Xinzhongli and other related parties to court in May 2023.
In August 2022, after the turmoil of "losing contact for 37 days", Wang Chaoyong, a "10 billion private equity boss" who has been released on bail for more than a year and the actual controller of Beijing Xinzhongli, was sentenced by the Longhua District People's Court of Haikou City, Hainan Province (hereinafter referred to as the "Longhua District Court") to repay a total of 7,084 loans to Hainan Huarong990,000 yuan, including the principal of 51.09 million yuan and liquidated damages of 1975990,000 yuan.
In the above judgment, Gongqingcheng Jianxin, a private equity ** managed by Beijing Xinzhongli, as one of the defendants, was also required by the court to bear joint and several liability for the repayment of the above-mentioned debts of Hainan Huarong.
The Longhua District Court held that the Loan Contract, Debt Transfer Agreement, Pledge Agreement and other contracts signed by Beijing Xinzhongli, Gongqingcheng Jianxin and Wang Chaoyong were all expressions of the true intentions of the parties, did not violate the mandatory provisions of laws and regulations, and the content was legal and valid, and all parties should perform their respective obligations in accordance with the contract.
However, the investors of Gongqingcheng Jianxin reported through multiple channels that behind this lawsuit, Wang Chaoyong tampered with or deleted a number of important clauses in the "Partnership Agreement" of Gongqingcheng Jianxin without the consent of all investors, and pledged ** assets in violation of regulations to repay debts unrelated to **.
It is understood that Gongqingcheng Jianxin participated in the additional issuance of shares of the new retail group of the home building materials circulation giant Actually Home New Retail Group at the end of 2019, and held the additional issuance of the house before the backdoor listing.
Investors in Gongqingcheng Jianxin said that as the first managers, Wang Chaoyong and Beijing Xinzhongli's operation may be suspected of embezzlement and loan fraud.
Abnormal staking
Back on December 26, 2019, the company backdoor Wuhan Zhongshang (Wuhan Zhongshang Group Co., Ltd. officially landed on the A** field. A week before the backdoor, the house issued an additional 57 to 22 shareholders6.9 billion shares**, with a traded** of 356500 million yuan. The new shares were listed on the Shenzhen ** Stock Exchange (the "Shenzhen Stock Exchange") on 20 December 2019.
Among the additional issuance targets are three private placements managed by Beijing Xinzhongli.
The prospectus of the house disclosed that Gongqingcheng Jianxin held 32.62 million shares of the house through the additional issuance before the listing, and the release date was December 20, 2021.
There are 39 LPs (Limited Partners) behind Gongqingcheng Jianxin, with a total investment of 20.7 billion yuan, of which the three largest LPs each contributed 10 million yuan, and Beijing Xinzhongli, as a GP (General Partner), is responsible for the execution of partnership affairs.
According to the prospectus, the other two private placements** are Wuhan Ranxin Equity Investment Partnership (Limited Partnership) (hereinafter referred to as "Wuhan Ranxin") and Qingdao Xinzhong Lihaisi Cultural Investment Center (Limited Partnership) (hereinafter referred to as "Qingdao Maritime Silk Road"), which hold 41.81 million shares and 15.86 million shares respectively of the house, and the release date is December 20, 2021.
According to the "Partnership Agreement" signed between Gongqingcheng Jianxin and its investors, "the company is not engaged in private lending, private financing......factoring, guarantee, etc.", "partners shall not pledge their share of property in the partnership". These agreements are embodied in Articles 5 and 16.
The relevant legal basis is that, according to the Partnership Enterprise Law, "if a partner pledges his share of the property in the partnership, it must be agreed by the other partners." That is to say, without the consent of all investors, the shares of listed companies held by the ** management institution cannot be used as pledge guarantees.
However, at the end of 2020, one year before the lifting of the ban, investors found that more than 32.62 million shares of the house held by them through Gongqingcheng Jianxin were abnormally pledged. At the time of issuance, 6The ** calculation of 18 yuan involves an amount of more than 200 million yuan.
According to an announcement issued on December 17, 2021, among the above three private placements, only Wuhan Ranxin appears in the list of shareholders who have applied for lifting the ban, but the 41.81 million shares it holds are in a state of "pledge and freezing".
Under normal circumstances, the mortgage or loan will be ventilated in advance, and according to the original contract, the mortgage cannot be disposed of in the closed operation, but he (Wang Chaoyong) has done it. "A management person from Beijing Actually Home Holding Investment Group, the controlling shareholder of the house, is still puzzled.
"Tear down the east to make up for the west" borrowing
Caijing learned from the investors of Gongqingcheng Jianxin that from March to September 2020, Wang Chaoyong, through the ** management company under his actual control, pledged the ** of the home held by 39 investors to Hainan Huarong, and took out loans in Hainan Huarong in two installments13.9 billion yuan.
The verdict issued by the Longhua District Court discloses the operation behind it.
On March 13, 2020, Beijing Xinzhongli borrowed 200 million yuan from Guangdong Guoxiang Real Estate*** (hereinafter referred to as "Guangdong Guoxiang"). The parties agreed that the loan period is 15 days, from March 16, 2020 (the actual loan date) to March 30, 2020If it cannot be repaid on time, the liquidated damages will be 13% per annum of the principal.
In private lending, 13% is not very high, but if it is overdue, the liquidated damages are far more than that. According to the investors of Gongqingcheng Jianxin, Guangdong Guoxiang is actually doing bridge business.
Tianyancha shows that Guangdong Guoxiang was established in 2006, with a registered address in Sanjiang Town, Liannan Yao Autonomous County, Qingyuan City, Guangdong Province, with property management as its main business.
Sure enough, the 200 million yuan loan defaulted. Even more than a month later, on May 19, 2020 and July 10, 2020, Beijing Xinzhongli only repaid 30 million yuan and 40 million yuan to Guangdong Guoxiang.
It is worth noting that on July 9, 2020, the day before the second repayment, Beijing Xinzhongli borrowed 52 million yuan from Gongqingcheng Jianxin to repay Beijing Xinzhongli's loan to Guangdong Guoxiang. To this end, the two parties signed a "loan contract" on the same day. After that, the loan was transferred by Gongqingcheng Jianxin to Guangdong Guoxiang in four tranches on behalf of Beijing Xinzhongli, and the transfer time was July 10 and July 21, 2020.
In the case that the debt has not been paid off, on September 8, 2020, Beijing Xinzhongli borrowed 9.09 million yuan from Guangdong Guoxiang again. This time, the loan term is extended to 1 month, and the liquidated damages are also 13% annualized of the principal.
Through this kind of borrowing method of "demolishing the east to make up for the west, borrowing the new to repay the old", as of October 8, 2020, Beijing Xinzhongli owed 8,740 to Guangdong Guoxiang and Gongqingcheng Jianxin respectively540,000 yuan (principal of 87.09 million yuan, liquidated damages of 31.)540,000 yuan of debt. The total amount is basically consistent with the situation reflected by the investors of Gongqingcheng Jianxin.
For these arrears, Beijing Xinzhongli did not pay off directly, but transferred the debts to Shenzhen Xinzhongli Hengxin Equity Investment Management *** hereinafter referred to as "Shenzhen Xinzhongli"), and Wang Chaoyong is the legal representative and general manager of the latter.
On October 8, 2020, Guangdong Guoxiang, Beijing Xinzhongli and Shenzhen Xinzhongli signed the "Debt Transfer Agreement", stipulating that Shenzhen Xinzhongli would undertake the 8740 of Beijing Xinzhongli to Guangdong Guoxiang540,000 yuan of debt, and Beijing Xinzhongli provides joint and several liability guarantee. On the same day, Gongqingcheng Jianxin, Beijing Xinzhongli, Shenzhen Xinzhongli and Wang Chaoyong signed the "Debt Transfer Agreement", stipulating that Shenzhen Xinzhongli would undertake the debt of 52 million yuan from Beijing Xinzhongli to Gongqingcheng Jianxin.
So far, Guangdong Guoxiang and Gongqingcheng Jianxin respectively have a claim of 87.09 million yuan (hereinafter referred to as "creditor's right of 10,000 yuan" (hereinafter referred to as "creditor's right 2") against Shenzhen Xinzhongli.
Two months later, on December 9, 2020, Guangdong Guoxiang and Gongqingcheng Jianxin respectively signed the Creditor's Rights Transfer Agreement with Shenzhen Xinzhongli, transferring the first and second creditor's rights enjoyed by them to Hainan Huarong.
As of February 17, 2022, Shenzhen Xinzhongli has repaid a total of 88 million yuan and liquidated damages of about 4.52 million yuan, and will not continue to repay it since then.
As a result, Hainan Huarong filed a lawsuit on the grounds of a dispute over the creditor's rights transfer contract, demanding that Shenzhen Xinzhongli repay the remaining principal of 51.09 million yuan and pay liquidated damages of 1975 yuan from December 22, 2020 to March 10, 2023990,000 yuan. In addition, the litigation claims also include: Gongqingcheng Jianxin, Beijing Xinzhongli, and Wang Chaoyong, as joint and several liability guarantors, should be jointly and severally liable for the above debts.
The Longhua District Court held that Beijing Xinzhongli and Gongqingcheng Jianxin signed the Guarantee Agreement with Hainan Huarong on December 9, 2020, and Wang Chaoyong also signed the Guarantee Agreement with Hainan Huarong on December 14, 2020, after the resolution of the board of directors was passed and announced, and the executive partners unanimously agreed. The above-mentioned three Guarantee Agreements all stipulate that the secured claims include the claims of RMB 87.09 million involved in the case, and the loan term of RMB 87.09 million has long expired, and Shenzhen Xinzhongli has not yet fulfilled its repayment obligations. Therefore, Gongqingcheng Jianxin, Beijing Xinzhongli and Wang Chaoyong shall be jointly and severally liable for the above-mentioned principal and liquidated damages.
Tampered protocols
Although the first-instance judgment has been in place for some time, the lawsuit has not ended, and the Haikou Intermediate People's Court has accepted the appeals of Hainan Huarong and Gongqingcheng Jianxin against Beijing Xinzhongli and other related parties.
The biggest question in this case is: during the closed period, how did the Gongqingcheng Jianxin hold the actual home** pledged?
Investors in Gongqingcheng Jianxin revealed that the "Partnership Agreement" presented by Wang Chaoyong to Hainan Huarong had many serious inconsistencies in the text of the "Partnership Agreement" signed with him, such as Articles 5 and 16 mentioned above, which were deleted.
In addition, the second paragraph of Article 21 of the Partnership Agreement has been changed from "the partners of the enforcement firm shall not borrow debts and guarantee external guarantees in the name of the partnership" to "the right of the limited partners to supervise the business activities of the enterprise in accordance with the Partnership Enterprise Law shall be guaranteed by the detailed management regulations formulated by the partners of the enforcement firm." ”
After Hainan Huarong acquired the above-mentioned creditor's rights transferred by Shenzhen Xinzhongli, the guarantee measures were integrated, and Beijing Xinzhongli, Wang Chaoyong and Gongqingcheng Jianxin provided joint and several liability guarantees, and Gongqingcheng Jianxin provided pledge guarantee with more than 32.62 million shares of restricted circulation ** held by the company.
According to the judgment, with the unanimous consent of the executive partner, the "Guarantee Agreement" signed by the guarantor Gongqingcheng Jianxin and the creditor Hainan Huarong on December 9, 2020 stipulates the scope of guarantee such as debt principal and liquidated damages, and the guarantee method is irrevocable joint and several liability, and the guarantee period is three years from the date of expiration of the debt performance period under the main agreement.
On December 18, 2020, the above-mentioned ** was reviewed by the Shenzhen Stock Exchange, and the "** Registration and Pledge Certificate" was issued by China **Registration and Clearing***. A few days later, Hainan Huarong launched the project.
According to Caijing, in 2021, the regulator conducted an investigation into the above-mentioned project and came to a preliminary conclusion that Hainan Huarong's procedure for obtaining the Partnership Agreement was flawed. According to China Huarong's "Project Legal Due Diligence Regulations", in principle, it should be obtained through a third-party independent investigation, but the "partnership agreement" obtained by Hainan Huarong was provided by Beijing Xinzhongli and other transaction partners, and its authenticity is doubtful.
The results of the investigation also show that there are hidden dangers in the validity of this guarantee. There is no evidence to prove that the external guarantee has been unanimously agreed by the other partners, and there is uncertainty as to whether the agreement on the powers of the partners of the enforcement firm is vague in the Partnership Agreement obtained by Hainan Huarong, and whether it falls within the scope of "otherwise agreed" in the Partnership Enterprise Law. If it is involved in a lawsuit, Hainan Huarong may be recognized as a bona fide third party, but because the guarantee is only implemented by the decision of Beijing Xinzhongli, a partner of the enforcement firm, it is contrary to the purpose of Gongqingcheng Jianxin Partnership and may damage the interests of other partners, which is contrary to commercial logic.
An investor in Komsomolsk Jianxin made an analogy, "like a tenant who mortgages the landlord's house to the bank by forging materials, takes out a sum of money, and pretends that the landlord agrees."
The Longhua District Court accepted the lawsuit filed by Hainan Huarong on May 25, 2023, two months later, on July 28, but it was not until ** day that Beijing Xinzhongli announced that it had received a notice to respond. After the investors of Gongqingcheng Jianxin saw the announcement, they knew about the existence of the lawsuit.
Judging from the content disclosed in the judgment, the evidence submitted by Hainan Huarong in the first instance did not involve the issue of tampering with the Partnership Agreement.
On November 14, 2023, a person from the Li Department of Beijing Xinzhong told Caijing, "The case is still ongoing, and the specific situation and progress are inconvenient to disclose, please refer to the announcement issued by the company." Caijing also called Wang Chaoyong and Hainan Huarong several times, but as of press time, they have not been able to contact each other for comment.
Is it a violation of the criminal law?
When they found out that their holdings of the home ** were abnormally pledged, the investors of Gongqingcheng Jianxin tried to communicate with Wang Chaoyong, but the process was not smooth, they reported the case in January 2021, after which, the Chaoyang Branch of the Beijing Municipal Public Security Bureau believed that Wang Chaoyong was suspected of embezzlement, and filed a case for investigation.
On December 16, 2021, the market reported that Wang Chaoyong was "out of touch". According to online rumors**, he was criminally detained by the Chaoyang Public Security Bureau on November 30 on suspicion of embezzlement. On the evening of January 7, 2022, Beijing Xinzhongli issued an announcement saying that the company had contacted the actual controller Wang Chaoyong to confirm that he cooperated with the public security authorities during the "lost contact" period.
On January 6, 2022, 37 days after he lost contact, Wang Chaoyong was released on bail pending trial.
According to the verdict, the time for Shenzhen Xinzhongli to repay the principal of 88 million yuan to Hainan Huarong was after the investors of Gongqingcheng Jianxin reported the case. According to Caijing, on the eve of the first-instance verdict, the Longhua District Court has frozen the ** of Gongqingcheng Jianxin's home. Earlier, on December 6, 2021, the Chaoyang Public Security Bureau judicially froze 32.62 million copies of the house involved in the case**.
This means that we are now facing not only the infringement of the pledge, but also the direct loss of property. The investor of Gongqingcheng Jianxin said that he was a victim of illegal pledge, but he was found to have to bear joint and several debts, and the initiator Wang Chaoyong was not held legally responsible for tampering with the "partnership agreement" in addition to the need to repay the debt.
If Wang Chaoyong's operation does not constitute a crime, who will dare to put money in ** in the future?The investor of Gongqingcheng Jianxin said, "This is a very bad start." "Public data shows that as of the end of 2020, Beijing Xinzhongli has 36 companies under management, with a cumulative subscription scale of 1612.5 billion yuan, with a paid-in scale of 1120.1 billion yuan.
According to the available information, there are currently three administrative regulatory documents pointing out that Wang Chaoyong and his controlled companies have violated the rules of their management.
After receiving the complaint from the investors of Gongqingcheng Jianxin, the Beijing Securities Regulatory Bureau conducted an investigation, and on April 19, 2021, it made a decision to order Beijing Xinzhongli to take corrective administrative supervision measures, on the grounds that Beijing Xinzhongli had used ** property or position to seek benefits for people other than himself or investors, and carried out benefit transfer.
Qingdao Securities Regulatory Bureau issued an announcement on November 9, 2021 disclosing that through the on-site inspection of Qingdao Xinzhongli Shaohaihui High-tech Investment Management, it was found that there were the following problems: "violating the provisions of the partnership agreement, pledging ** property to provide financial support for related parties", "investor suitability management is not in place......"Promise investors a minimum return ......”
Qingdao Xinzhongli is the managing partner of the private equity ** Qingdao Maritime Silk Road. According to Caijing, the Qingdao Maritime Silk Road investor has also had an abnormal pledge, which has been filed by the local public security department.
On October 24, 2022, the Beijing Securities Regulatory Bureau once again ordered Beijing Xinzhongli to correct administrative supervision measures. After inspection, the bureau found that Beijing Xinzhongli, as a private equity manager, managed and used private equity assets, failed to fulfill its duties, and failed to fulfill its obligations of honesty, prudence and diligenceEngaging in investment activities by mixing inherent property or other people's property with ** property;Misappropriation of ** property;Failure to truthfully disclose possible conflicts of interest and other material information that may affect the legitimate rights and interests of investors in accordance with the ** contract.
Recently, the investors of Gongqingcheng Jianxin reported the matter to the relevant departments and requested Chaoyang ** to apply to the relevant courts in Hainan to suspend the trial of the relevant cases. At present, Chaoyang** has extended the freezing period of 32.62 million copies involved in the case** to November 2, 2025.
Based on this, the investors of Gongqingcheng Jianxin believe that "the public security organs still believe that this case is in the investigation stage." ”
The author is a researcher at Caijing.