Nie Xiaoting, Ci Yupeng, Zheng Lipeng
Dong Mingzhu's role has changed dramatically again, unlike that time when she denounced barbarians for "invading" real enterprises, this time she has become a representative of the capital side and a major shareholder of the real enterprise; unlike the anger that small shareholders of Gree Electric Appliances did not buy Yinlong, this time she has tasted the bitter fruit of Yinlong's share purchase. She may not have thought that the Zhuhai Yinlong, which she sought after and was about to acquire two years ago, would put her in an awkward position.
On November 13, Yinlong New Energy Co., Ltd. (hereinafter referred to as "Yinlong New Energy") acknowledged on its official Wechat Public number that the previous "Letter to the shareholders of Yinlong New Energy Co., Ltd. was true.
The letter accused Wei Yincang, former chairman of Yinlong New Energy, and Sun Guohua, former president of Yinlong New Energy, of illegally embezzling more than 1 billion yuan of the company's property through related party transactions. The company has filed a lawsuit.
A few hours later, Wei Yincang responded that he had prosecuted Dong Mingzhu.
On the 14th, Zhuhai Yinlong Group Holding Co., Ltd. (hereinafter referred to as "Yinlong Group") of Weiyinchang Holdings issued a "letter to shareholders" calling individual shareholders and actual controllers Dong Mingzhu as personal interests, using the company to make trouble for large shareholders, which is really malicious and bad means.
So far, a prelude to the climax of Yinlong's internal struggle, the interests of its shareholders entangled, quickly put under the spotlight.
Controversy: Dong Mingzhu 1 billion acquisition source of funds
This is also seen on the Internet. At present, the judiciary has accepted the case and we await the verdict. " For silver long group's "letter to shareholders", silver long new energy to "China business" reporter replied. Since July 2018, the company did not get in touch with Wei Yincang. Wei Yin warehouse was absent from the company's shareholders' meeting.
At this point, the contradiction between Dong Mingzhu and Wei Yincang has been thoroughly open. In fact, from the honeymoon to the break-up, in just two years, there are many speculations about the two, but our reporter combed and found that only two important contradictions between the two openness.
Two years ago, in December 2016, despite everyone's objection, Dong Mingzhu, with his own 1 billion yuan of funds, pulled Wang Jianlin, Liu Qiangdong and others to accompany him and made a strong investment in Zhuhai Yinlong after Gree Electric rejected the acquisition of Zhuhai Yinlong.
After two rounds of capital increase, in March 2017, Dong Mingzhu's share-holding ratio rose to 17.46%, becoming the second largest shareholder of Yinlong, Zhuhai. Wei Yincang, through its control of Yintong Investment Group, holds 25.99%, the first largest shareholder.
In November 2017, the legal representative of Yinlong New Energy changed quietly from Wei Yincang to Sun Guohua. Only four months later, on April 4, Sun Guohua changed to Luchunquan, but a few days later, on April 19, Luchunquan changed to Trust China. It is understood that Sun Guohua has followed Wei Yincang since 2001, and is Wei Yincang's long-term partner. Lu Chunquan, general manager of the fifth largest shareholder of Yin long, entered the list of directors in 2016.
According to Finance and Economics, Yinlong held its first temporary board of directors in March 2018, which decided that Sun Guohua, the former chairman and President of Yinlong, would step down, which meant that the founding team would completely withdraw from the top management.
Strangely, neither side is willing to talk much about the significant change in the exit of the top shareholder and founder from management. Dong Mingzhu only mentioned in an interview with Chinese Entrepreneurs: "I realized that Yinlong had a management problem, but I didn't expect it to be so serious."
The first contradiction passed in silence. However, our reporter noticed that before that, Dong Mingzhu and Wei Yincang had jointly appeared in various places to build 11 Industrial Park bases for Yinlong New Energy, of which 7 new bases had a total investment of 80 billion yuan. During this period, the new energy of silver lung also started IPO. Yinlong's thirst for funds is obvious. Under the calm appearance, the problem of funds may be the foreshadowing of today's conflicts.
Reporters noted that Wei Yincang disclosed through the media that the core of the incident was that Dong Mingzhu's 250 million yuan capital injection was actually "borrowed" from him, and the two sides turned their faces precisely because of this 250 million yuan.
"The reason why this happened today is that when she bought Yinlong shares two years ago, she did not give a penny, but borrowed my money to buy them." "Just because she borrowed my money and did not repay it, I had to borrow money outside. It was all usury." Wei Yincang said.
The major shareholders run Yinlong in debt, and Yinlong has become a tool for Dong Mingzhu and individual shareholders to drive out the major shareholders, wrote in a letter to shareholders issued by Yinlong Group controlled by Wei Yincang on the 14th.
Earlier, at the beginning of Dong Mingzhu's investment, the media expressed surprise at Dong Mingzhu's determination, which was largely due to Dong Mingzhu's personal background. 1 billion yuan was equivalent to "investing all personal assets" for Dong Mingzhu at that time. At that time, Dong Mingzhu's shares in Gree Electric Appliances were valued at about 1.1 billion yuan, plus cash dividends, Dong Mingzhu received only 200 million yuan in cash.
Whether the 1 billion yuan capital injection can be put in place in one step has also become the suspense of this transaction. This time, the positive tear has further exposed the contradiction of interests between the two sides.
Yinlong New Energy charges that the major shareholders Yinlong Group and the accusers Wei Yincang, Sun Guohua and their affiliated companies are suspected of embezzling the company's property and damaging the company's interests through affiliated transactions, and some of the acts are suspected of constituting criminal offences. The suits in three cases amounted to 780 million yuan, and the suspected criminal part was 270 million yuan. The embezzlement of the above-mentioned total of more than 1 billion yuan has been reflected in the company's books in previous years, and the infringement facts have occurred.
At present, Yinlong New Energy Company has filed civil lawsuits with Zhuhai Intermediate People's Court and reported cases to the Economic Investigation Detachment of Zhuhai Public Security Bureau, and the relevant institutions have formally accepted them.
Question: do we do our duty well?
As Yinlong New Energy has not yet been listed, and Dong Mingzhu's share is a personal investment, data on Yinlong New Energy is limited. According to the previous analysis of the merger draft disclosed by Gree Electric when it acquired Yinlong, our reporter tried to trace its origin further.
According to public data, Yinlong New Energy realized operating income of 348 million yuan, 3862 million yuan and 2.484 billion yuan in the first half of 2014-2016, with net profits of - 267 million yuan, 416 million yuan and 377 million yuan respectively. Under the draught of the new energy vehicle industry, the growth of Yalong's performance is obvious.
During the reporting period, in addition to operating capital transactions, Yinlong and some related parties such as Yinlong Group, Sun Guohua and other large amounts of other capital transactions. By the end of 2014 and 2015, Yinlong's other receivables to its affiliates totaled 630 million yuan and 510 million yuan. Among them, Yintong Investment Group and Sun Guohua's other receivables totaled 590 million yuan and 430 million yuan respectively, which exceeded the current net profit.
Yinlong explained at that time that at the beginning of the company's establishment, Wei Yincang raised funds through various ways to research and develop lithium-ion power batteries, pure electric buses and other technologies. Most of the patents formed by the research and development results belong to the name of Yinlong in Zhuhai, which is owned and used by Yinlong free of charge.
Because of the subsequent repayment of the funds invested in the earlier period, Wei Yincang temporarily borrowed part of the funds from the company, specifically through the accounts of Yintong Investment Group or Sun Guohua, to form other accounts receivable of such units. In addition, as of the first half of 2016, there is still a sales receivable of Shentong Electric Vehicle on Yinlong's account, which amounts to 500 million yuan. In the first half of 2016, Shentong Electric Vehicle only had a small amount of transactions, that is to say, most of the accounts receivable was due in 2015.
Paradoxically, Yinlong's sales of Shentong electric vehicles in 2014 and the first half of 2016 did not exceed 100 million yuan. Only in 2015, the gross profit rate increased sharply to 580 million yuan, and the gross profit rate was less than 7% of the total gross sales rate. The rationality of the pricing of affiliated transactions remains to be examined.
Shentong Electric Vehicle, as an affiliate of Yinlong in Zhuhai, has changed its ownership several times, with Wei Yincang in the middle. During Wei Yincang's holding of silver dragon, the total amount of the two related transactions receivable totaled nearly 1 billion yuan.
In terms of accounts payable, there was a long-term loan of funds from Yinlong to the related party, Zhuhai Henggu, amounting to about 800 million yuan. Every year, Yinlong pays 57.863 million yuan, 97.514 million yuan and 16.2497 million yuan to Henggu, Zhuhai, respectively. The cumulative interest paid is about 170 million yuan.
As one of the founding shareholders of Yinlong, Zhuhai Henggu is supervised by Sun Guohua and its executive director by Wei Guohua. Wei Yincang transferred the silver dragon group from the original price of the latter.
Inner fight: who actually controls Yin long?
"I am still the controlling shareholder of silver long, but the company is telling its big shareholder." On the 13 day, Wei Yincang spoke in an interview with the embarrassment of Yin long.
Whose silver dragon is silver long?
Industry and commerce data show that "expelled" Wei Yincang 100% control Yinlong Group, is the largest shareholder of Yinlong New Energy, the proportion of 25.99%. Dong Mingzhu 17.46% is the second largest shareholder. The first, second big shareholders' opening and tear, silver long will undoubtedly become the main battlefield.
It is generally believed that in March 2018, Yinlong's management changed greatly, and the entry of senior Gree executives means that Yinlong's "Dong Mingzhu era" is coming. But at present, Dong Mingzhu personally subscribes to the registered capital of about 192 million yuan. According to the valuation of the new energy of silver long after the capital increase is 13 billion 400 million yuan, Dong Mingzhu's capital injection should be more than 2 billion yuan. The whereabouts of this part of the fund is doubtful.
According to the announcement issued by Gree Electrical Appliances, Yinlong's business income in 2017 was 8.752 billion yuan, its net profit was 268 million yuan, its total assets was 31.512 billion yuan, and its total liabilities was 23.767 billion yuan. As a result, the company's assets and liabilities ratio reached 75.4%.
After entering 2018, Silver Lung began to send negative news frequently. First, the supplier Zhuhai Siqi employees went to Zhuhai Yinlong to collect debts collectively and appealed to the court to ask Yinlong to repay the arrears of 76 million yuan; then, in May, the IPO counseling was suspended, while Yinlong was exposed in Handan, Hebei, Chengdu, many production lines were shut down; in July, due to differences in contract performance, Nanjing Yinlong Industrial Park appeared. The "seizure" incident.
Xu Feng, senior partner lawyer of Shanghai Chuangyuan Law Firm, told China Business News that if the misappropriation of company property by Wei Yincang and Sun Guohua is true, in addition to assuming corresponding civil liabilities and returning the funds they possessed, it also means that the suspected "crime of occupation by post" will face a period of up to 15 years. Imprisonment.
What will be the future of the silver dragon?
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