Every reporter: Zhang Yun every editor: Wei Guanhong
Image source: photo.com
On December 23, 2019, Ningbo Sanfeng Investment Development Co., Ltd. (formerly known as Ningbo Sanfeng Group Co., Ltd.) (hereinafter referred to as Sanfeng Group Co., Ltd.) Feng Investment) Chairman Lin Lixing and Vice Chairman Lin Ling held a media conference to publicly report Sanjiang Shopping (601116, SH) actual controller Chen Nianci was suspected of illegally transferring shares at a low price and causing the loss of state-owned assets. The materials have also been submitted to the China Securities Regulatory Commission.
Lin Lixing told the "Daily Economic News" reporter that Sanfeng Investment and Sanjiang Shopping have experienced a 20-year equity dispute, and they are still working on it today. "To put it simply, Sanjiang Group, Sanjiang Trading, and Sanjiang Shopping are three companies in one team. Illegal and low-price transfer of equity resulted in the loss of state-owned assets.”
Regarding Lin Lixing and Lin Ling’s claims, on the evening of December 23, a reporter from “Daily Economic News” called Sanjiang Shopping , but no one answered the phone. Later, the reporter called Chen Nianci, the actual controller of of Sanjiang Shopping, but no one answered.
Three companies with one team
Sanjiang Shopping According to the prospectus of Sanjiang Shopping in 2011, Ningbo Sanjiang Investment and Development Co., Ltd., the parent company of the listed company, was established in April 1995 and changed its name to Ningbo Sanjiang Group Co., Ltd. in February 1996 (later renamed to Ningbo Sanjiang Investment Co., Ltd.) (hereinafter referred to as Sanjiang Group).
According to Lin Ling, Sanjiang Group’s main business scope is foreign investment, and it has two wholly-owned subsidiaries, namely Ningbo Daxie Development ZoneSanjiang Trading Co., Ltd. (later renamed as Ningbo Fuxin Investment Co., Ltd.) (hereinafter Sanjiang Trading for short) and Sanjiang Shopping (formerly known as Ningbo Sanjiang Shopping Club Co., Ltd.).
According to the tax inspection report of Sanjiang Group and its affiliated companies issued by the Audit Bureau of Ningbo Local Taxation Bureau in 2000, in 1998, after the change of industrial and commercial registration, Sanjiang Group agreed to withdraw shares from some shareholders, and the registered capital was reduced from 44 million yuan to 16.48 million yuan , the number of shareholders changed to 5, among which, the investment amount of Sanfeng Investment was adjusted from 5 million yuan to 2 million yuan.
As of October 31, 2014, Sanjiang Group’s shareholding has changed. Image source: Photographed by reporter Zhang Yun. ] (hereinafter referred to as Ningbo Hualian) was jointly established with a registered capital of 10 million yuan, of which Sanjiang Group actually contributed 9.9 million yuan, and lent Ningbo Hualian a false capital of 100,000 yuan, and the latter did not participate in dividends.
As of October 31, 2014, Sanjiang Trading and Sanjiang Shopping shareholding change Photo source: Photo by reporter Zhang Yun
So far, Sanfeng Investment has become one of the five major shareholders of Sanjiang Trading indirectly through Sanjiang Group. By the end of 1998, the main business of Sanjiang Trading was to operate 12 Sanjiang supermarkets.
Lin Ling revealed to the reporter of "Daily Economic News" that it was not until August 23, 1999 that Chen Nianci held a shareholders' meeting and proposed to dissolve Sanjiang Group, and Sanjiang Trading would acquire Sanjiang Group with loans. Sanjiang Shopping company was quietly established on September 23, 1995, and is jointly held by Sanjiang Group and Sanjiang Trading .
Complicated equity transfer process
For the establishment of Sanjiang Shopping , Lin Lixing also said that he "did not know about it before" and gradually discovered a series of suspected illegal transfer of equity by Chen Nianci.
Lin Ling (left) and Lin Lixing (right) explained the situation of the report. Source: Photographed by reporter Zhang Yun
The above inspection report shows that in 1996, Sanjiang Group transferred its 52% equity in Sanjiang Shopping to natural person Huang Yuelin on behalf of In 1997, the 79% equity of Sanjiang Trading held by Sanjiang Group went through two transfers, and finally the natural persons Huang Yuelin and Mao HuafengProxy. "On December 29, 1999, Huang Yuelin and Mao Huafeng transferred 7.11 million yuan in arrears to Sanjiang Group and paid interest." The investment respectively contributed 14.48 million yuan and 2 million yuan to Sanjiang Group. In 2002, Sanjiang Shopping completed the absorption and merger of Sanjiang Group. Lin Ling told the reporter of "Daily Economic News": "The equity transfer of Sanjiang Trading is to take Sanjiang Group off the ground. All assets are transferred to Sanjiang Shopping After that, Chen Nianci obtained Sanjiang Shopping 8 million yuan in equity."
As of On October 31, 2014, the schematic diagram of Sanjiang Company’s shareholding changes. Source: Photographed by reporter Zhang Yun
. Sanfeng Investment’s investment of 2 million yuan in Sanjiang Group “disappeared” because of a civil ruling in 2002 Book. When Sanfeng Investment provided joint and several liability guarantees for other companies, it was found out by the court that Sanfeng Investment had invested shares of 2 million yuan in Sanjiang Group, and then the court ruled that "the shares were absorbed and merged through legal procedures, and the merging party ( Sanjiang Shopping ) agreed to receive all the shares of the company, and the money was used to pay off the debts of Ningbo Sanfeng".
Sanfeng Investment Vice Chairman Lin Ling Photo source: Photographed by reporter Zhang Yun
However, Lin Ling told reporters that the actual situation is that the court revoked the ruling in 2004, and the equity was unfrozen in 2004. However, Sanjiang Shopping still uses the 2002 court judgment in the description of equity changes in the prospectus.
Is the prospectus allegedly false?
Not only that, in March 2002, Sanfeng Investment reported to the Economic Investigation Department of Ningbo Public Security Bureau that Chen Nianci was suspected of committing the crime of embezzling funds when leading the above two equity transfers. The constituent elements of the crime were formally opened for investigation on April 24 of the same year. The case was not disclosed in the prospectus of the listed company.
What impact might this event have on Sanjiang Shopping ? Lin Ling told reporters that Santutoyo’s investment appeal is to recover the company’s due equity.
So, how much does the listed company know about the old cases? Is there another secret behind this? On the evening of December 23, a reporter from "Daily Economic News" called Sanjiang Shopping , but no one answered the company's office phone. Then the reporter called Chen Nianci, the real controller of of Sanjiang Shopping, but no one answered. According to
public information, Chen Nianci, who has 47 years of experience in the local retail industry, is 68 years old this year. In 1994, Chen Nianci served as the deputy director of the Finance and Trade Office of the Ningbo Municipal Government. Later, he was transferred by the organization to help a large foreign-funded chain enterprise. In 1995, Chen Nianci left the foreign-funded company because of his dream of opening a Chinese community parity supermarket, and founded Sanjiang Shopping Club Co., Ltd.
According to the semi-annual report of Sanjiang Shopping 2019, since the subsidiary of Alibaba Group acquired the shares of Sanjiang Shopping in 2016, as of the first half of 2019, the controlling shareholder Shanghai Hean Investment Management Co., Ltd. (hereinafter referred to as Hean Investment) holds shares 35.42%, and Chen Nianci is the legal representative of He'an Investment, holding 80% of the company's shares, so Chen Nianci is the actual controller of Sanjiang Shopping , with a shareholding ratio of 30.03%.
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