Exclusive survey | Shen Guojun's troubles: 5.58 billion yuan of huge investment "water drift"?

One is the Zhejiang investment platform, which is in the early heart of Huaijie Industry, and the other is the former Dalian commercial landmark. The "encounter" of the two should have collided with passionate sparks and compose a good investment of Zhejiang Enterprise to help the Northeast commercial revitalization. However, in the past, three years later, the former as a major shareholder of "investment of 5.58 billion yuan" was bluntly being "deceived". In the right and wrong, this business cooperation that both parties seemed to have been optimistic entered the deadlock.

Recently, with the major shareholders of Dalian Centennial Mall Co., Ltd. (hereinafter referred to as Dalian Centennial City), and Zhijiang Xinye Industrial Co., Ltd. (hereinafter referred to as Jiangxin Industrial) as a creditor, they appealed to the Liaoning Provincial High Court to ask the court to accept Dalian Centennial City bankruptcy. The disclosure of the news of the reorganization case, a series of disputes on the shareholders of the centennial city of Dalian, a series of disputes on equity acquisitions, corporate actual control disputes, and bankruptcy reorganization, was once again pushed to the public.

The legal representative of Zhijiangxin Industrial is Shen Guojun, the founder of Yintai, and the founder of Dalian Centennial City was Wu Yunqian, a businessman of Wenzhou. Before the cooperation, the intersection of both sides was not much. Why did the contradictions from initial cooperation to now? The reporter recently interviewed Dalian and other places to explore the beginning and end of the billions of billions of investment disputes.

The picture shows Dalian Centennial City

The equity acquisition is with non

In February 2019, Zhijiang Xinye and Wu Yun had signed an agreement to invest in the century -old city of Dalian. Zhijiangxin Industrial increased capital 3.58 billion yuan, becoming a century -old city of Dalian (the company includes a century -old mall shopping center, Dalian Outlets, Amber Bay Real Estate , Centennial Hui Real Estate, Dalian Wenzhou City, Shenyang Wenzhou City, etc.). According to the information of the company's investigation, the change in the centennial urban equity occurred in June of the same year. After the capital increase of the capital of Zhijiangxin Industrial, the shareholding ratio of 70.35%, and another 29.65%of the equity was held by Holswesi Co., Ltd., which was controlled by Wu Yunqian.

It is reported that Jiangxin Industrial, which is led by the Zhejiang Chamber of Commerce and a registered capital of 50 billion yuan, was established in September 2018. Its original intention was to build itself into a large -scale industrial investment enterprise that promotes the healthy development of the private economy in a market -oriented manner. After the company was established, Shen Guojun, as the convener, is the company's legal representative, and Wu Yun was hired as the company's vice president. The first business department was responsible for fundraising, foreign special investment, and mergers and acquisitions business.

After the cooperation agreement was signed, in the eyes of the century -old city management team in Dalian, "we have saved." Ying Yanjun, the current executive vice president of Dalian Centennial City, said that the company was very happy at that time, because of the support of major shareholders, there may be any shareholders. In the new project, the company is "live".

After the investment was completed, Dalian Centennial City Company's charter stipulated that the company's board of directors had a total of 3 seats, of which 2 were the new industrial parties of the Jiang, and 1 seat was Wu Yun's front. The nomination of Jiangxin Industrial, the designation of senior managers needed to be approved by 3 seats. After the joint venture, the first general manager was Xu Wenliang, a senior person in the real estate industry.

Shen Guojun said that in the subsequent cooperation, Zhijiangxin Industry invested 2 billion yuan in the way of borrowing large shareholders, totaling 5.58 billion yuan, and used in Dalian's century -old financial loan and supplementary operating funds.

However, the cooperation "honeymoon period" has not been long. The operation of debt restructuring has also laid the foreshadowing of whether the two parties were actually controversial in terms of investment amount and loan.

Debt reorganization lays "blood transfusion" controversial foreshadowing

In the process of investing in Dalian's century -old city, there is a complex "debt restructuring" arrangement. This arrangement also made the investment in the future.

At that time, Wu Yun's former century -old city of Dalian had faced the general problems of many real estate developers, that is, the expansion of high leverage leading to the cash flow crisis. Dalian Centennial City's liabilities in financial institutions reached more than 5.9 billion yuan. It was included in the List of Lost Trust (2018 Beijing 03 No. 598). Around June 2018, 11 Centennial Cities in Dalian were recorded by the court for debt execution.

In the report of the Dalian Evening News "The Centennial Mall's Mall for Bankruptcy" in April this year, Wu Yunqian once said that Zhijiang Xinye Investment Dalian Centennial City is to introduce shareholders and improve the structure of the shareholders. The entry of new industries is conducive to solving the problem of insufficient capital liquidity.

"He let Jiang Jiang" debt "for his own company." During the interview, Shen Guojun believed that Wu Yunqian concealed the fact that he and Zhijiang Xinye had a debt crisis at the beginning of the cooperation at the beginning of the cooperation.

In December 2018, Shenzhen Dediang Liangxing Beijing Branch was commissioned by Jiang Xinye. A report issued a report that Dalian Centennial City's total assets were valued at 11.79 billion yuan, total liabilities were 9.62 billion yuan, and equity valuation was 2.18 billion yuan.

Shen Guojun believes that Wu Yun used to use the previous vice president of Jiangxin Industrial and the actual controller of Dalian Centennial City, and the "two -handed two -handed" intermediary agencies have greatly increased the evaluation of Dalian Centennial City. Shen Guojun said that, as the chairman of the Jiangxin Industrial, he was indeed responsible for the company's internal management. "At that time, the company was in the start period, and the team and the corresponding rules and regulations had certain loopholes. In addition, Wu Yunqian's" two -handed entrustment ", the company objectively failed to achieve comprehensive and effective supervision."

Subsequently, in the management and repetition of the Dalian Centennial City Project, Zhijiangxin Industrial commissioned independent third -party institutions to review and audit the investment at the time. "The century -old city was actually not debt at the time." Shen Guojun believed. During the Ministry of Jiangxin Industrial, which was in August 2020, the "Special Meeting of the Centennial City Risk disposal" meeting, showed that due to the overdue defaults of Dalian's century -old city debt and investment, Wu Yun's former responsibility was adjusted to full -time Dalian century century City risk disposal rectification. Three months later, after the decision of the board of directors of Jiangxin Industrial, Wu Yun had been removed from the position of vice president of Jiangxin Industrial. "No disposal, and caused major losses to the company, so we conducted removal of him in accordance with the company's regulations." Shen Guojun recalled.

The reporter was informed that in 2019, in response to the liabilities of financial institutions with a total of 5.9 billion yuan in Dalian's centennial city, Jiangxin Industry allowed 3 of them to make three financial institutions creditors -the Dalian Branch of Industrial Bank, CITIC Chengzhi, and Minsheng Trust in the form of debt restructuring in the form of debt restructuring. Become a shareholder of Jiangxin Industrial, that is, the three creditors actually invested 2.35 billion yuan to become a shareholder of Zhijiangxin Industrial. Creditors, completed the debt cleanup of Dalian Centennial City.

Related information shows that the above three financial institutions will withdraw from Jiangxin Industrial in 2022 three years later. Zhijiangxin Industry needs to specify the shares of Jiangxin Industrial, the main body of the three financial institutions; the Jiangxin Industrial and its affiliated parties are responsible for the repurchase. The agreement also stipulated that the creditors of various financial institutions to lift Dalian Centennial City's debt -free judicial frozen, seizes, or lift mortgage, pledge and other guarantees, and reconcile or withdraw relevant lawsuits and implementation with Dalian Centennial City. This agreement allowed Wu Yun to resolve the identity of the person who was dismissed.

However, no one expected that this arrangement would bring a series of problems in the future.

Companies in the company's ride

The reporter learned that although Zhijiangxin Industry is absolutely controlled and has the right to keep the company's various seals, these seals have not been obtained in the past three years.

"Although we have two -thirds of the voting rights of the board of directors, Wu Yun has always refused to fulfill the decision of the board of directors. Even without the appointment of the board of directors, the private seal of the private seal is illegally appointed Wu Yun before the name of the internal approval in the name of" Centennial City Chairman "." City Director Zhao Xuexin said.

Zhao Xuexin felt that the general manager actually had no authority, "Wu Yun had agreed in everything." In order to improve corporate governance, the board of directors of Dalian Centennial City passed the "General Manager Detailed Rules" and agreed on the authority of the general manager. However, Wu Yun's former party refused to implement the "Details", and even after the decision of the Dalian Zhongshan Court, he still refused to implement it.

Behind the deadlock, the amount of "blood transfusion" of Zhijiang New Industry in Dalian has become another focus of controversy between the two parties.

Wu Yunqian questioned that as a major shareholder, Zhijiangxin Industry did not enter the urgently needed resources to Dalian Centennial City.

Shen Guojun said that the 3.58 billion yuan equity of Zhijiang New Industry increased funds and the loan of 2 billion yuan in shareholders in the future, with a cumulative 5.58 billion yuan, which is a real investment.

"Wu Yun has always said that the 2.35 billion yuan of debt reorganization was repurchased by himself, so Jiang Xinye did not pay the capital. But the actual situation was that Jiang Xinye at the time agreed to help Dalian's century -old city repayment of financial debt to pay financial debt. The three financial institutions only agreed to and pay 2.35 billion yuan in actual capital, which became the shareholders of Zhijiang. According to the arrangement of debt reorganization, it was the equity of Jiangxin Industrial, which was held by the three financial institutions held by the Jiangxin Industrial and Dalian Centennial City. Buy, Jiangxin Industrial and its affiliated parties provide guarantees. "Shen Guojun said," It has been three years, Dalian Centennial City and Wu Yun have no repurchase capabilities at all. Payment arrangements, and Jiangxin Industrial and Jianghan (Hangzhou Jianghan Enterprise Management Partnership) are repurchase obligations and the guarantor. In addition, Jianghan is a limited partnership. I am an ordinary partner (GP), which is equal to me. Individuals should provide these debts with unlimited joint responsibilities. "

"Before we invested, there were nearly 6 billion yuan in financial debt in Dalian Centennial City, and now only about 2 billion yuan, more than 4 billion yuan were repaid from the new industry. Zhijiang Xinye provided repurchase and guarantees, and financial institutions could not agree with Wu Yunqian to make repurchase. Whether at the time or now, Wu Yunqian and Centennial City had no such strength! The plan for debt reorganization could not be established. " Shen Guojun believes.

Regarding the 2 billion yuan shareholder borrowing, Zhao Xuexin said: "These 2 billion yuan are borrowed to Dalian Centennial City, of which about 1 billion yuan is its own funds borrowing, and the other 1 billion yuan is a bank merger. This loan is mainly used to pay bank loans, interest, engineering funds and operating funds. "

Dalian Centennial City has some different claims on shareholders' loans. The relevant person in charge of Dong Office said that 1 billion yuan was borrowed from the Hangzhou Wulin Branch of Industrial and Commercial Bank of China through Zhijiangxin Industrial. The project provides guarantees, and Dalian Centennial City has the obligation to pay interest. In response to the above content, the reporter asked if there was relevant data evidence to support it. The person in charge stated that because the company has a confidentiality obligations involving contracts and core financial data signed by Dalian Centennial City, it is not convenient to provide it directly. The picture shows the "Outlets" business item under the century city of Dalian

Zhao Xuexin provided a loan contract and repayment bill record for Jiangxin Industrial. "It is Zhijiangxin Industry who applied for a loan of 1 billion yuan to the Hangzhou Wulin Branch of Industrial and Commercial Bank of China. The main body of the loan is Zhijiang Xinye. Jiang Xinye has fulfilled the obligation to repay the principal and interest. As of now, Zhijiangxin Industrial has repaid 400 million yuan in principal and interest of 86.47 million yuan. "Zhao Xuexin said.

Under the hostility of shareholders, there are various contradictions that are difficult to coordinate. Xu Wenliang, the first general manager, resigned in March this year because he was unwilling to get involved in the contradiction between shareholders.

The general manager who cannot "get on -the -job"

"It's very surprised. Although the major shareholders have finished the approval process of the board of directors, I have been to the general manager of Dalian Centennial City. I have been in Dalian for a few months, but I have been unable to enter the job. In May, on the first floor of Dalian Centennial City, the reporter saw Zhao Yongliang, who was nominated for the position of the general manager of Dalian Centennial City 2 months ago.

On May 7 this year, two members of the board of directors of the new industrial industry in Dalian Centennial City took Zhao Yongliang to join the job. During the period, the notary institution also invited a notarized institution to videos to obtain a certificate. fruit. "They did not recognize the nomination of the general manager, and refused to participate in the board of directors. After the board of directors reviewed and approved, they refused to recognize the decision of the board of directors and insisted that I would not let me enter the company, which led to the vacancy of the general manager of the century -old city to this day." Zhao Yongliang recalled.

After the dispute, the two sides chose to call the police with each other, and the result was gone.

Regarding this matter, Wu Yun's previous interview proposed that the procedure of the general manager of the nomination of the new industry of Zhijiang, which is not compliant, does not meet the agreed of "the three members of the board of directors must be adopted by the three members of the board". Legal rights of shareholders ".

Facing Wu Yun's doubt, Zhao Xuexin raised his question. He said that after Zhijiangxin Industrial increased capital to become a major shareholder of Dalian, Wu Yun's former party always refused to follow the company's articles of association to deliver the company's official seal, which seriously affected the normal management of major shareholders on the company. "For example, in the century -old internal work circulation mechanism such as some company personnel appointment and account payment, even if the general manager at that time signed the internal worksheet, it was useless. ","

According to Tianyancha, as of now, Dalian Centennial City has been sued by the creditors and has entered the execution of the debt due to failure to repay its due debt.

The dispute over the past three years has agreed to the original intention of the entire century city through capital increase and blood transfusion.

Go forward to find a way out

Seeing that Jiangxin Industrial was deepened and deeper after investing in Dalian's century, Shen Guojun was anxious. "We summoned relevant legal experts to comprehensively analyze the actual situation, and decided to break the situation by bankruptcy and reorganization and save the century -old city." Shen Guojun said that Zhijiang Xinye has always tried to find ways to find the way.

Earlier this year, Zhijiangxin Industry filed a civil lawsuit of bankruptcy and reorganization to Dalian Intermediate Court as the main creditors of Dalian Centennial City, and proposed in the application. The designated third party participated in the reorganization of Dalian Centennial City as a bottom to ensure the company's normal operation and employment of employees in the future. On February 25, the Dalian Intermediate People's Court organized a hearing of relevant parties and issued a ruling of not accepting the application for bankruptcy and reorganization one month later.

The two sides fell into a deadlock again. On May 29 this year, Zhijiangxin Industry sent a report to the local government of Dalian. The letter was requested to coordinate the local government's nomination and the general manager appointed by the century -old board of directors to perform their duties. The matter is fully supported.

On June 2nd, led by a person in charge of the Dalian Financial Development Bureau and organized the Dalian Zhongshan District Government, Public Security and other relevant departments to participate, a coordination meeting was held on the issue of the general manager of Dalian Centennial City, but the negotiation was unsuccessful.

During the interview with the reporter, the Propaganda Department of the Dalian Municipal Party Committee assisted in contacting the Dalian Municipal Finance Bureau, the Business Environment Construction Bureau and other relevant departments to dock on the interview. In the interview, the relevant departments did not respond to reporters without substantive content. The Dalian Intermediate People's Court replied after receiving an interview letter from this newspaper. Therefore, Jiang Xinye had appealed, and it was inconvenient to be interviewed.

During the interview, Shen Guojun admitted that due to the huge losses of investment in Dalian's century, he faced tremendous pressure in all aspects.

"From investment funds, borrowing, calculating the debt restructuring section, more than 3 years of True gold and silver have invested more than 5.58 billion yuan in principal, plus financial costs, a total of 7 billion yuan. You can't get into it. "Shen Guojun said that Zhijiang New Industry from continuous capital increase to nomination general manager and coordinated professional project team supported Dalian century city operations, until the plan of bankruptcy and reorganization, they have been doing unremitting to revitalize Dalian Centennial City City City Town. effort. "But the small shareholders refused to cooperate and even comprehensively confront them in the later period. In the case of insufficient support for the local government, these efforts are likely to lose their skills. Dalian Centennial City may eventually face the situation of bankruptcy and liquidation." "In such a business environment , The company cannot operate normally. "Shen Guojun said," If Wu Yun could find the buyer to buy all the centennial stocks in Dalian, we will discount and lose 1 billion yuan! "

Can bankruptcy reorganization break the situation?

Facing the deadlock, can bankrupt reorganization become one of the breakthroughs in dispute resolution? The reporter interviewed Ren Yimin, the president of the Zhejiang Bankruptcy Management Association and the deputy director of the Research Center of the Shanghai Jiaotong University Bankruptcy Protection Law.

"If a company does have insufficient cash flow, it cannot pay due debts, and there is no debt of capital, or obvious lack of claim capacity, but the company has a certain reorganization value, then it is relatively effective to implement bankruptcy and reorganization for the dilemma. The way. "Ren Yimin said that if the enterprise has difficulty in operating difficulties, the bankruptcy and reorganization is to avoid the corporate bankruptcy system in a sense, and the launch of the reorganization program is usually called bankruptcy protection.

Article 2 of the "Enterprise Bankruptcy Law of the People's Republic of China" (hereinafter referred to as the bankruptcy law) stipulates that if the corporate legal person cannot settle the debt, and the asset is not enough to settle all the debt or obviously lacks the ability to settle, it may be reorganized in accordance with the regulations; In Article 7 of the subsequent chapter 2, it also specifically stipulates that the subject of the application can be the bankruptcy and reorganization of the creditors to the people's court. Ren Yimin believes that in Dalian's century -old disputes, if the company does have bankruptcy conditions, the interests of shareholders should be put in the secondary position. First of all, the effective protection of external creditors of the enterprise and the company itself should be considered. Reorganization is indeed a legitimate path that is available for trials and relatively effective companies to go out of financial difficulties.

"In practical practice, if the corporate reorganization was started as soon as possible when the company encountered financial difficulties, it would not only help external creditors to reduce losses, but also allowed companies to rejuvenate youths. The possibility of parting shareholders' interests can be partially preserved. "Ren Yimin said that the introduction of suitable reorganization investors through bankruptcy protection, through investors inject funds into funds, enhance management teams, and improve operating models to help enterprises pass the difficult Fang Duoyou.

The reporter will continue to pay attention to the development of this matter.

Text ｜ Zhejiang Legal Daily, Zhejiang Magazine Reporter

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