text/Wan Muqiao
The bankruptcy and reorganization case of Founder Group was concluded a year ago. Recently, creditors are still pursuing arrears. As for Founder Founder Broadband Network Services Co., Ltd. ("Founder Broadband"), a subsidiary company of Founder Group, part of the debt of more than 700 million yuan owed to small and medium-sized creditors is still being diligently recovered. It is reported that some creditors have already declared their claims to the reorganization administrator, but are still waiting for further news as to when they will be honored.
Picture source: The Paper
"On November 30, 2021, a letter was sent to remind Founder Broadband, requiring the other party to settle the arrears within 7 working days. Founder Broadband responded with a letter explaining that due to the difficult operating conditions of the company at this stage, it is temporarily unable to resume operations. The amount owed was paid to our company within 7 working days, and we hoped that our company would give us a few days of grace, but it was not settled after that, so our company filed a lawsuit, but so far, it has not been dealt with."
Beijing Jingxin Liu Changsheng, the legal representative of Ruida Network Technology Co., Ltd. ("Beijing Ruida") said that in July 2017, Founder Broadband Network Services Co., Ltd. ("Founder Broadband"), a subsidiary of Peking University Founder, acquired the company's community broadband assets. and business, but Founder Broadband still has more than 5 million in the purchase price that has not been paid. At the end of November 2021, it notified Founder Broadband in a letter. A week later, it received a reply stating that it was unable to repay, and it has been delayed to this day.
What makes Jingxin Ruida even more incredible is that Founder Broadband, a subsidiary of Founder, was listed for sale on JD.com as an "inefficient asset" in the bankruptcy and reorganization case of Founder Group at the end of 2022. After three price cuts once a week, Finally, it was purchased by a newly established company for 10.03 million yuan, and Jingxin Ruida's debts continued to be in arrears.
In fact, there are many companies that have defaulted on their debts and have not honored them. According to insiders, there are dozens of companies. However, the combined claims of these companies only account for a small part of the debt owed by Founder Broadband. This means that even if companies such as Beijing Xinruida win the lawsuit or obtain legal rights and interests through other methods, the claims that can be honored are still small. number.
The debtor was sold during debt collection
Founded in August 2010, Jingxin Ruida is a micro-small community broadband service provider. Its main business is the management and operation of Luying, Xiju, Caoqiao and Chunshu in Fengtai District, Beijing. Community broadband network in 10 areas including the park. In July 2017, Sun Company, a subsidiary of Peking University Founder, acquired the above-mentioned broadband network assets and businesses. Four phases of delivery conditions were agreed upon for each area, and one payment was settled for each phase of payment.
Liu Changsheng introduced that in February 2018 and January 2019, after Beijing Ruida completed the asset verification and acceptance of the delivery area, Founder Broadband Company should pay the corresponding acquisition payment, but Founder Broadband only paid part of it, and there was still 5,343,059 yuan has not been paid, and Bingxin Ruida, which has not taken action for a long time, sent a letter on November 30, 2021 to urge Founder Broadband to demand the arrears. As a result, Founder Broadband responded to the letter on December 8, 2021, saying that the company was in operating difficulties and could not settle the debt. Amounts owed.
But what worries Liu Changsheng even more is that Peking University Founder Group entered bankruptcy proceedings in 2021. As a subsidiary of Founder Technology, a subsidiary of Founder Group, Founder Broadband has also been included in the "inefficient assets" that need to be sold, and will be sold by the end of 2022. The auction was held on JD.com’s judicial auction section.
Founder Broadband Asset Package was launched in early November 2022. After four rounds of auctions on the 15th, 23rd, December 1st, and 9th, the price dropped from 34.12 million yuan to 10.03 million yuan, and was finally sold to a company called Beijing Baiyun Esai Si Enterprise Management Co., Ltd. (referred to as "Baiyun Aces") took the auction.
It is worth noting that when facing the sale, the book value of Founder Broadband’s net assets was -2,515.39 million yuan, corresponding to Founder Technology’s debt payable of 1.8 billion yuan, and the debt payable to other creditors was more than 700 million yuan.
insiders said that the 1.8 billion yuan debt owed by Founder Broadband to Founder Technology was owed by Founder Broadband through credit enhancement support and other means in order to further occupy the broadband market share from 2025 to 2018. A large part of the more than 700 million yuan in claims from other creditors was owed at that time and was part of the merger and acquisition payables.
And what is the background of this acquirer, Baiyun Aces Company? According to the data, Baiyun Aces was established on November 29, 2022, with a registered capital of 10 million yuan and actual payment of 0. The registration authority is the Beijing Tongzhou District Market Supervision and Administration Bureau. The business period is from the date of establishment to no fixed period. Legal representative Wang Decai. The main personnel of the company are Wang Decai and Li Angshu, among whom Wang Decai serves as the executive director and manager, and Li Angshu serves as the supervisor, owning 50% of the beneficial rights of the company.
Let’s take a look at the wholly-owned shareholder of Baiyun Aces - Beijing Shuangna Tezi Enterprise Management Co., Ltd. (referred to as "Shuangna Tezi"). This is a small and micro enterprise established on December 16, 2021, with a business period of From the date of establishment to an indefinite period, the registration authority is the Beijing Fengtai District Market Supervision and Administration Bureau, and the legal representative is also Wang Decai. The company's registered capital is 500,000 yuan and its paid-in capital is 200,000 yuan. Its shareholders are two natural persons, Xu Na and Li Angshu, with a capital contribution ratio of 50% each.
Who is Xu Na? There are too many duplicates to make further inquiries, but Li Angshu is a well-known lawyer.
Public information shows that Li Angshu graduated from China University of Political Science and Law. He once served as the executive general manager of Ping An Trust’s Special Assets Division. He also served as a practicing lawyer at Beijing King & Wood Mallesons and Beijing Tiantong Law Firm. However, he worked at the Beijing Lawyers Association His lawyer information is no longer available on the website. Public information shows that he has served as a core member of the reorganization case managers of many listed companies such as Liyuan Refining (002501), Zhongyin Cashmere Industry (000982), Sainty Shipbuilding (002608), etc., and hosted or participated in the above-mentioned reorganization case managers. .
The question now is, what is the reason and significance of such a powerful lawyer like Li Angshu, a professional in the legal field, a master and master in the bankruptcy and reorganization industry, to buy it?
Part of Founder’s bankruptcy case
In fact, this online judicial auction is part of the bankruptcy reorganization of Peking University Founder Group.
As early as December 1, 2019, Founder Group defaulted on a 2 billion yuan ultra-short-term financing bond, causing a capital chain crisis that shocked the world. Lianhe Credit Rating immediately lowered the long-term credit rating of Peking University Founder Group from aaa to a, and the rating outlook was changed to negative. The stocks of listed companies such as Founder Securities and China Hi-Tech held by Founder Group have also been frozen.
Although Founder Group quickly started negotiations and won the creditors' agreement to postpone the repayment time to February 21, 2020, it was pushed to bankruptcy reorganization by an application from the Bank of Beijing on February 14, 2020. The Bank of Beijing believed that Founder Group could not pay off its due debts and obviously lacked solvency, but it had reorganization value, so it applied to the Beijing No. 1 Intermediate People's Court (referred to as "Beijing No. 1 Intermediate Court") for reorganization.
Just five days later, on February 19, 2020, the Beijing Intermediate People's Court ruled to accept the creditor's reorganization application for Zheng Group and designated the liquidation team of Peking University Founder Group Co., Ltd. as the administrator of Peking University Founder Group. In July 2020, the Beijing No. 1 Intermediate People's Court ruled that Fangzheng Group, Founder Industrial Control, Peking University Medical, Peking University Information Industry, and Peking University Resources would be de facto merged and reorganized. The reorganization of Founder Group has entered a substantive stage.
On January 29, 2021, Founder Group announced that after multiple rounds of competitive selection, it was finally determined that Zhuhai Huafa Group Co., Ltd. (representing Zhuhai State-owned Assets), China Ping An Insurance (Group) Co., Ltd., and Shenzhen Special Development Group Co., Ltd. The consortium formed by the company is the reorganization investor of Founder Group.
In fact, among the consortium of China Ping An, Zhuhai Huafa and Shenzhen Special Development Group, Zhuhai Huafa was the first to eye the Fangzheng Group. At the end of August 2019, before the tight capital chain of Founder Group was exposed, Zhuhai Huafa transferred a sum of 2 billion yuan to the account of Peking University Asset Management, the largest shareholder of Founder Group, and soon the funds were borrowed again Transfer it to the account of Founder Group, which is in urgent need of funds. According to Caixin reports, the funds are a "deposit" for Zhuhai Huafa's acquisition of Founder Group's equity.
The final destination of the funds was not clearly reported.However, according to Founder Technology’s announcement, in October 2022, Zhuhai Huafa signed a “Reorganization Investment Agreement” with Founder Technology and Founder Technology Manager, and paid all the reorganization investment the next month, conditionally receiving approximately 29.99% of Founder Technology equity and became the controlling shareholder of Founder Technology. And this amount of money is exactly 2 billion yuan.
Just like this, Founder Technology used the 2 billion yuan provided by Zhuhai Huafa to pay off its debts through cash compensation and conversion of capital reserves into shares, divestment of inefficient assets, relieved debt pressure, and optimized its asset-liability structure. Founder Broadband was listed as an inefficient asset that needed to be sold at auction, so there was an auction scene on JD.com’s judicial auction platform. After a series of dazzling operations,
announced that as of December 31, 2022, the company’s equity attributable to shareholders of the parent company increased from -701 million yuan to 3.452 billion yuan, and its current assets were 999 million yuan higher than its current liabilities. The debt ratio has been significantly reduced from 108% to 40% as of December 31, 2021, and the operating and financial risks on paper have been significantly reduced. Founder Technology announced that the reorganized company has got rid of its operating difficulties and has greatly improved the company's ability to continue operating.
According to insiders, from the perspective of company operations, Founder Broadband does not have the value to continue operating and owes Founder Technology a large amount of money. Whoever purchases it will receive a New Year gift package from Founder Technology. So, why did Baiyun Essence decide to buy? Is it a deliberate arrangement or a business choice? Where does the money for the purchase come from? What will happen to it after purchase? How will the claims in the hands of other companies be dealt with? What role does Li Angshu play in the acquisition?
Use Huafa’s money to take over Founder Technology’s fault?
On May 30, 2023, Founder Technology issued an announcement to formally respond to the regulatory inquiry letter issued by the Shanghai Stock Exchange on May 16 regarding the information disclosure of its 2022 annual report. Founder Technology’s announcement stated that the money for Baiyun Aces’ purchase of Founder Broadband came from Zhuhai Huafa’s restructuring investment funds, and the motivation for the acquisition was to allow Li Angshu to realize profits through the operation of the asset package.
Founder Technology announced that Li Angshu, the actual controller of Baiyun Aces, has extensive experience in disposing of non-performing assets. He is confident and capable of finally realizing the recovery of the debts and interests in Founder Broadband Asset Package through the professional operation of Fangzheng Broadband Asset Package. , to achieve certain benefits. The reason why Zhuhai Huafa is willing to provide purchase funds to Baiyun Essence is that, on the one hand, Li Angshu has the business will but lacks the strength, and on the other hand, Zhuhai Huafa must fulfill its investment obligation to acquire the asset package, so the two parties reached this cooperation.
Founder Technology announced that for Zhuhai Huafa, the equity value of Founder Broadband is zero, and there is great uncertainty in the recovery of debts. It has no value to Zhuhai Huafa and may even bring operating risks. After the company is sold, Zhuhai Huafa realizes In order to quickly clear out inefficient assets, it ensures the smooth progress of Founder Technology's reorganization without increasing its own costs, and also resolves the operational risks that may arise from its own undertaking of inefficient assets; third parties can also The professional operation of Founder Broadband's asset package realizes profits and also achieves effective allocation of non-performing assets, which is commercially reasonable.
The information seen from Founder Technology’s announcement is that the 10.03 million funds used by Baiyun Essex to purchase the Founder Broadband asset package were provided by Zhuhai Huafa, and Zhuhai Huafa took over the Founder Broadband asset package during the reorganization of Founder Technology. Later, it was discovered that the company owed Founder Technology and other creditors more than 2.5 billion yuan in debt. Since Founder Technology, a hen that can still lay eggs, belongs to itself, if it continues to retain Founder Broadband, it will still need to deal with the debts left over from history. More than 700 million yuan was extremely uneconomical for Zhuhai Huafa. Since it had to fulfill its obligation to acquire the asset package, it simply gave the money directly to Baiyun Essence Company.
I have to say that Zhuhai Huafa made a good calculation. By providing funds to an unrelated company, it completely got rid of 1.8 billion in debt. By the way, it also got rid of more than 700 million in debt from other creditors. You can make an explanation to the shareholders.From the perspective of the transaction itself, no matter how much the Founder Broadband assets acquired by Baiyun Essence are dealt with, the business without capital will not lose money, especially considering that it has also robbed other creditors of more than 700 million in claims. It helped Zhuhai Huafa get rid of the burden on Founder Technology.
From Founder Technology’s announcement, we did not see whether Zhuhai Huafa’s provision of more than 10 million in underwriting acquisition funds to Baiyun Essence Company went through the bidding process. It is also unclear whether the underwriting investment was a gift or a business. Regarding current income, I don’t know if the invoice has been issued or whether the value-added tax has been declared and paid in accordance with regulations. One question is, why did Zhuhai Huafa hand over more than 10 million yuan to Baiyun Aces Company instead of to others? What is the relationship between the person in charge of Baiyun Essex Company and the person in charge of Zhuhai Huafa?
Another doubtful point is that Shuangna Tezi, the controlling shareholder of Baiyun Aces, was established on December 16, 2021, exactly one year before Baiyun Aces purchased the Founder Broadband asset package. So how to explain this advance arrangement? Li Angshu, a shareholder of Shuangna Special Capital, once served as the executive general manager of the Special Assets Division of Ping An Trust, and Ping An of China itself was also an investor in the reorganization of Founder Group. Was it when Ping An of China entered the game to participate in the reorganization of Founder Group? Have you made relevant arrangements?
We noticed that although Baiyun Essex is a company with a registered capital of 10 million yuan, it has not registered the amount of paid-in capital, and its shareholder is only a company with a registered capital of 500,000 yuan, but the paid-in amount is 0 yuan. . If Baiyun Aces and its shareholders are unwilling to take responsibility, they only need to bear 500,000 yuan of liability. Using a 500,000 yuan responsibility to get rid of a burden of more than 700 million yuan or more, this business is chilling from any angle.
Let’s look at the formation process of the claims of other creditors of Founder Broadband. According to insiders, many of these claims are unpaid amounts from mergers and acquisitions or purchases by Founder Broadband during the development of Founder Group, or some investors when Founder Broadband encountered difficulties in its operations. The life-saving money they lent them has made a huge contribution to realizing the strategic goals of Founder Technology or Founder Group through Founder Broadband. Now, instead of helping these people solve the problem of fund arrears, Founder Technology has sold them all. It feels mysterious just thinking about it. Heavy.
Some people may ask that the person who invested in Baiyun Essence is Zhuhai Huafa, the new controlling shareholder of Founder Technology, and has nothing to do with Founder Technology. Then we have to talk about it. Founder Broadband, as a legal entity, is originally a company 100% controlled by Founder Technology. In this case, if it is a privately held company, generally the unlimited liability system applies, then if it is sold by Founder Technology Before acquiring equity, is it necessary to go through and pay off the debt? As a reorganization investor, if you join a company under the Founder Group to participate in the reorganization, can you evade the original creditors of the reorganized object by selling off assets?
It has been more than a year since Founder Group and Founder Technology announced the end of Founder's restructuring, and it is approaching the end of the year. We have also seen that some people are collecting debts, and the big boss who owed the debt has quietly withdrawn. How should this debt be resolved next? Woolen cloth?
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