One is a Zhejiang investment platform with the original intention of serving the country through industry, and the other is a former Dalian commercial landmark. The "encounter" between the two should have sparked a spark of passion and created an investment story in which Zhejiang enterprises rush to support the commercial revitalization of Northeast China. But things went against expectations. Three years later, the former, as the major shareholder with an "investment of 5.58 billion yuan", bluntly said that he was "deceived", and the nominated general manager has been rejected from the company so far; the latter is trapped by huge debts, and its operations have not improved... Whether it is true or not, this commercial cooperation that both sides seemed to be optimistic about has reached a deadlock.
Recently, as the major shareholder of Dalian Centennial Mall Co., Ltd. (hereinafter referred to as Dalian Centennial City), Zhijiang New Industrial Co., Ltd. (hereinafter referred to as Zhijiang New Industrial), as a creditor, appealed to the Liaoning Provincial High Court to request the court to accept the case of Dalian Centennial City With the disclosure of the bankruptcy and reorganization case, a series of disputes between large and small shareholders of Dalian Centenary City regarding equity acquisitions, disputes over actual control of the company, and bankruptcy and reorganization have once again been brought to the public eye.
The legal representative of Zhijiang New Industrial is Shen Guojun, the founder of Yintai, and the founder of Dalian Centenary City is Wenzhou businessman Wu Yunchian. Before the cooperation, the two parties did not have much interaction. Why are there so many conflicts from the initial cooperation to now? The reporter recently went to Dalian and other places for interviews, trying to explore the whole story of this multi-billion investment dispute.
The picture shows the equity acquisition of Dalian Centennial City
In February 2019, Zhijiang New Industrial and Wu Yunqian signed an agreement to invest in Dalian Centennial City. Zhijiang New Industrial increased its capital by 3.58 billion yuan and became Dalian Centennial City (the company includes Centennial City Major shareholders of shopping malls, Dalian Outlets, Amber Bay Real Estate, Centennial Real Estate, Dalian Wenzhou City, Shenyang Wenzhou City, etc.). Information from Qichacha shows that the equity change in Centennial City occurred in June of the same year. After the capital increase, Zhijiang New Industrial held 70.35% of the equity, and another 29.65% of the equity was held by Holsworthy Co., Ltd. controlled by Wu Yunqian. .
It is reported that Zhijiang New Industrial, led by Zhejiang Chamber of Commerce and with a registered capital of 50 billion yuan, was established in September 2018. Its original intention was to build itself into a large-scale enterprise that promotes the healthy development of the private economy in a market-oriented manner. Industrial investment enterprise. After the establishment of company, Shen Guojun served as the convener and was the company's legal representative, while Wu Yunqian was hired as the company's vice president, in charge of the first business unit responsible for fund-raising, external special investments, mergers and acquisitions, etc. After the signing of the
cooperation agreement, in the view of the original management team of Dalian Centennial City, "We are saved." Ying Yanjun, the current executive vice president of Dalian Centennial City, said that everyone in the company was very happy at that time, because with the support of major shareholders, it might be possible. When there are new projects, the company becomes "alive". After the investment of
was completed, the articles of association of Dalian Centenary City Company stipulated that there would be three seats on the company's board of directors, two of which were from Zhijiang New Industrial and one from Wu Yunqian; the chairman was Feng Guotao, who represented Wu Yunqian, and the general manager and financial director Nominated by Zhijiang New Industrial, the appointment of senior managers requires unanimous approval by the three members of the board of directors. After the joint venture, Xu Wenliang, a veteran in the real estate industry, served as the first general manager.
Shen Guojun said that in the subsequent cooperation, Zhijiang New Industrial invested 2 billion yuan in the form of loans from major shareholders, totaling 5.58 billion yuan, for Dalian Centenary City to repay financial loans and supplement operating funds.
However, the "honeymoon period" of cooperation did not last long. The operation of debt restructuring also paved the way for disputes between the two parties over whether the investment amount was actually received, borrowing, etc.
Debt restructuring paved the way for the "blood transfusion" controversy
During the process of Zhijiang New Industrial's investment in Dalian Centenary City, there was a complicated "debt restructuring" arrangement. This arrangement also caused many problems in the follow-up of the investment.
At that time, Wu Yunqian’s Dalian Centennial City was already facing a common problem faced by many real estate developers, that is, high-leverage expansion had led to a cash flow crisis. Dalian Centennial City’s debt with financial institutions was as high as 5.9 billion yuan. In July 2018, Wu Yunqian himself Because of debt litigation, he was included in the list of dishonest people (2018 Beijing 03 Executive No. 598). Around June 2018, Dalian Centenary City had 11 records of debt execution by the court.
In the Dalian Evening News report in April this year, "New Progress in the Bankruptcy of Centennial Mall", Wu Yunqian said that Zhijiang New Industrial invested in Dalian Centenary City to introduce shareholders and improve the shareholder structure. For Dalian Centenary City, after all, The entry of Jiangxin Industrial will help solve its problem of insufficient capital liquidity.
"He asked Zhijiang to 'escape debt' for his own company." During the interview, Shen Guojun believed that Wu Yunqian concealed the fact that Dalian Centenary City was in deep debt crisis from him and Zhijiang New Industrial at the beginning of the cooperation.
In December 2018, the Beijing branch of Shenzhen Cushman & Wakefield, commissioned by Zhijiang New Industrial, issued a report that valued Dalian Centenary City’s total assets at 11.79 billion yuan, total liabilities at 9.62 billion yuan, and equity valuation at 2.18 billion yuan.
Shen Guojun believes that Wu Yunqian used his previous status as the vice president of Zhijiang New Industrial and the actual controller of Dalian Centenary City to "trust two" intermediary agencies to significantly inflate the appraisal price of Dalian Centenary City. Shen Guojun said that as the chairman of Zhijiang New Industrial, he is indeed responsible for the company's internal management. "At that time, the company was in its early stage, and there were certain loopholes in the team and the corresponding rules and regulations. In addition, Wu Yunqian's 'one hand supports two companies', and the company objectively failed to achieve comprehensive and effective supervision."
later reported on the management of the Dalian Centennial City project During the review work, Zhijiang New Industrial commissioned an independent third-party institution to conduct a re-evaluation and audit of the investment at that time. The report showed that the assets were reduced by approximately 1.687 billion yuan that year. "Centennial City was actually insolvent at that time." Shen Guojun believes.
According to the minutes of Zhijiang New Industrial's "Special Meeting on Centennial City Risk Disposal" signed in August 2020, Wu Yunqian's responsibilities were adjusted to full-time responsibility for Dalian due to overdue defaults on Dalian Centennial City's debts and investments. Risk management and rectification in Centennial City. Three months later, Wu Yunqian was dismissed from the position of vice president of Zhijiang New Industrial through a resolution of the board of directors of Zhijiang New Industrial. "He was not handled properly and caused heavy losses to the company, so we removed him from office in accordance with company regulations." Shen Guojun recalled.
Reporters learned that in 2019, Zhijiang New Industrial asked three of the financial institution creditors - Industrial Bank Dalian Branch , CITIC Xincheng Asset Management, Minsheng Trust and In the form of debt restructuring, the three creditors actually invested 2.35 billion yuan to become shareholders of Zhijiang New Industrial. Zhijiang New Industrial transferred the funds to Dalian Centennial City, and then Dalian Centennial City repaid the 2.35 billion yuan. To three creditors, complete the debt liquidation of Dalian Centenary City. Relevant information from
shows that the above three financial institutions will withdraw from Zhijiang New Industrial in three years’ time in 2022. Zhijiang New Industrial needs to designate entities to repurchase the shares of Zhijiang New Industrial held by these three financial institutions; Zhijiang New Industrial and its related parties bear joint and several liability for the repurchase. The agreement also stipulates that the creditors of each financial institution will lift the judicial freeze and seizure of Dalian Centennial City's debts, or release mortgages, pledges and other guarantees, and reconcile with Dalian Centennial City or withdraw relevant lawsuits and executions. This agreement allowed Wu Yunqian to remove his identity as the person subject to execution for breach of trust.
However, no one expected that this arrangement would cause a series of problems in the future.
Company management deadlock is emerging
Reporters learned that although absolutely controls and has the right to keep various company seals, Zhijiang New Industrial has been unable to obtain these seals in the past three years.
"Although we have two-thirds of the voting rights of the board of directors, Wu Yunqian has always refused to implement the resolutions of the board of directors. Even without the appointment of the board of directors, Wu Yunqian was appointed privately and illegally with an official seal to participate in internal approval in the name of 'Chairman of Centennial City.'" Dalian said Zhao Xuexin, director of Centenary City.
Zhao Xuexin felt that the general manager actually had no authority and "Wu Yunqian had to agree to everything." In order to improve corporate governance, the board of directors of Dalian Centennial City passed the "General Manager Detailed Rules" to stipulate the authority of the general manager. However, Wu Yun's party refused to implement the "Detailed Rules", and even after the Dalian Zhongshan Court ruled that it lost the case, it still refused to implement it.Behind the
deadlock, the amount of Dalian Centennial City that Zhijiang New Industrial invested in has become another focus of dispute between the two parties.
Wu Yunqian questioned that as a major shareholder, Zhijiang New Industrial did not input much-needed resources to Dalian Centenary City.
Shen Guojun said that the 3.58 billion yuan of equity capital increase invested by Zhijiang New Industrial and the subsequent 2 billion yuan of shareholder loans, totaling 5.58 billion yuan, are real investments.
"Wu Yunqian has always said that the 2.35 billion yuan for debt restructuring was repurchased by himself according to the agreement, so Zhijiang New Industrial did not actually pay in the capital. But the actual situation is that at that time, Zhijiang New Industrial agreed to help Dalian Centenary City repay its financial debt. Only then did the three financial institutions agree and pay in 2.35 billion yuan to become shareholders of Zhijiang. According to the debt restructuring arrangement, Zhijiang New Industrial and Dalian Centenary City invested in the equity of Zhijiang New Industrial held by the three financial institutions. For the repurchase, Zhijiang New Industrial and its related parties provide guarantees," Shen Guojun said, "It has been three years and Dalian Centenary City and Wu Yunqian have no repurchase capabilities at all. The three financial institutions are looking for Zhijiang New Industrial to communicate with them for the repurchase. and payment arrangements, and Zhijiang New Industrial and Jiang Han (Hangzhou Jianghan Enterprise Management Partnership) are the repurchase obligors and guarantors. In addition, Jiang Han is a limited partnership and I am the general partner (GP), which is equal to the general partner. I personally want to provide cover for these debts and bear unlimited joint and several liability. "
" Before our investment, Dalian Centenary City had nearly 6 billion yuan in financial debt. Now it only has about 2 billion yuan, and more than 4 billion yuan belongs to Zhijiang New Industrial. Yes. Wu Yunqian was already a defaulter at the time. If Zhijiang New Industrial had not provided repurchase and guarantee at that time, it would have been impossible for the financial institution to agree to Wu Yunqian's personal repurchase, whether at that time or now, Wu Yunqian and Bai Baiyun. Chengdu does not have the strength! The debt restructuring plan is impossible," Shen Guojun believes.
Regarding the 2 billion yuan shareholder loan, Zhao Xuexin said: "The 2 billion yuan was lent by Zhijiang New Industrial to Dalian Centennial City, of which about 1 billion yuan was a loan of its own funds, and the other 1 billion yuan was a bank merger and acquisition loan. Dalian Centennial City The city will mainly use this loan to pay bank loans, interest, project payments and operating funds. "
Dalian Centenary City Yifang has some different opinions on shareholder borrowings. The relevant person in charge of the board of directors said that the 1 billion yuan was through Zhijiang. New Industrial borrowed money from the Hangzhou Wulin Branch of the Industrial and Commercial Bank of China, which was guaranteed by the " Outlets " commercial project affiliated to Dalian Centennial City. Dalian Centennial City has the obligation to actually repay the principal and interest. In response to the above content, the reporter asked if there was relevant data and evidence to support it. The person in charge said that because it involves the contract and core financial data signed by Dalian Centenary City, the company has a confidentiality obligation , so it is not convenient to provide it directly.
The picture shows the "Outlets" commercial project under Dalian Centennial City.
Zhao Xuexin provided a loan contract and repayment bill record of Zhijiang New Industrial. "Zhijiang New Industrial applied for a 1 billion yuan loan from the Hangzhou Wulin Branch of the Industrial and Commercial Bank of China. The borrower was Zhijiang New Industrial. After Zhijiang New Industrial received the money, it all gave it to Dalian Centennial City. ICBC has always said Zhijiang New Industrial is fulfilling its obligation to repay principal and interest. So far, Zhijiang New Industrial has paid back 400 million yuan in principal and 86.47 million yuan in interest," Zhao Xuexin said.
Due to the hostility between large and small shareholders, various difficult-to-coordinate contradictions have arisen. 's first general manager Xu Wenliang resigned in March this year because he was unwilling to get involved in shareholder conflicts.
The general manager who was unable to "arrive at work"
"I was very surprised. Although the major shareholder went through the board of directors approval process, I went to Dalian Centenary City as the general manager. I have been in Dalian for several months, but I have not been able to actually come to work. You can’t even get through the company door.” In May this year, on the first floor of Dalian Centennial City, the reporter met Zhao Yongliang, who was nominated by Zhijiang New Industrial to be the general manager of Dalian Centennial City two months ago.
On May 7 this year, two board members of Zhijiang New Industrial in Dalian Centennial City took Zhao Yongliang to join the company. During the process, they also invited a notary agency to videotape the entire process to collect evidence. However, after negotiating with the original management team of Dalian Centennial City, they still To no avail."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 it, they refused to recognize the board of directors' resolution and insisted not to let me join the company. As a result, the general manager of Centennial City has been vacant to this day." Zhao Yongliang recalled.
After the dispute, both parties chose to call the police, but nothing happened.
Regarding this matter, Wu Yunqian pointed out in an interview that the procedure for nominating the general manager of Zhijiang New Industrial was not in compliance with the regulations and did not meet the stipulation in the company's articles of association that "it must be unanimously approved by the three members of the board of directors." "What we exercised is as a function. the legal rights of minority shareholders”.
Faced with Wu Yunqian's doubts, Zhao Xuexin raised his own questions. He said that after Zhijiang New Industrial increased its capital and became the major shareholder of Dalian Centenary City, Wu Yunqian always refused to deliver the company's official seal in compliance with the company's articles of association, which seriously affected the major shareholder's normal management of the company. "For example, in some internal work circulation mechanisms of Centenary City such as company personnel appointment and account payment, it is useless even if the general manager at the time signs a disagreement on the internal work sheet. Wu Yunqian always approves in the name of 'chairman' "
According to Tianyancha, so far, the debt balance of Dalian Centennial City, which was sued by creditors and entered the execution stage due to failure to repay due debts, has reached 1.5 billion yuan.
htmlThe disputes that have occurred in 2003 have gone further and further away from the original intention of both parties to revitalize the entire century-old city through capital increase and blood transfusion.Looking for a way out after bumps
Seeing Jiangxin Industrial getting deeper and deeper after investing in Dalian Centenary City, Shen Guojun was worried. "We convened relevant legal experts, and after comprehensively analyzing the actual situation, we decided to use bankruptcy and reorganization to break the situation and save the century-old city." Shen Guojun said that Zhijiang New Industrial has been trying to find a way out.
At the beginning of this year, Zhijiang New Industrial filed a civil lawsuit for bankruptcy and reorganization with the Dalian Intermediate People’s Court as the main creditor of Dalian Centenary City, and stated in the application that Zhijiang New Industrial promised to the Dalian Zhongshan District Government and others that it or the The third party designated by it will participate in the reorganization of Dalian Centenary City as a back-up investor to ensure the company's normal operations and employee employment in the future. On February 25, the Dalian Intermediate People’s Court organized a hearing for relevant parties and made a ruling not to accept the bankruptcy reorganization application a month later.
The two sides are at an impasse again. On May 29 this year, Zhijiang New Industrial sent a report letter to the local government of Dalian. In the letter, it requested the local government to coordinate the general manager nominated by the major shareholder and appointed by the board of directors of Centennial City in accordance with the law to enter the company to perform duties and participate in the operation and management of Centennial City. Give full support to the matter.
On June 2, a person in charge of Dalian Financial Development Bureau organized the Dalian Zhongshan District Government, Public Security and other relevant departments to participate in a coordination meeting on the issue of the performance of the general manager of Dalian Centenary City, but the negotiations were fruitless. During the
reporter's interview in Dalian, the Propaganda Department of the Dalian Municipal Party Committee assisted in contacting the Dalian Municipal Finance Bureau, Business Environment and Construction Bureau and other relevant departments to conduct interviews on this matter. During the interview, the relevant departments did not respond to reporters with any substantive content. After receiving the interview letter from this newspaper, the Dalian Intermediate People's Court replied that since Jiangxin Industrial has filed an appeal, it is inconvenient to be interviewed. In the interview with
, Shen Guojun admitted that he was facing tremendous pressure from all aspects due to the huge investment losses in Dalian Centenary City.
"Including investment funds, borrowings, and debt restructuring, we have invested a total of more than 5.58 billion yuan in real money over more than 3 years. Adding financial costs, the total has reached 7 billion yuan. But as a major shareholder, we have not even connected the company. "I can't even get in." Shen Guojun said that Zhijiang New Industrial has been working hard to revitalize Dalian Centenary City from continuous capital increase to nominating a general manager and coordinating professional project teams to support the operation of Dalian Centenary City until it filed a bankruptcy and reorganization plan. Make unremitting efforts. "However, the small shareholders refused to cooperate and even faced a full-scale confrontation in the later stage. In the absence of insufficient support from the local government, these efforts are likely to be in vain, and Dalian Centenary City may eventually face bankruptcy and liquidation."
"Such a business Under such circumstances, the company cannot continue to operate normally.Shen Guojun said, "If Wu Yunqian can find a buyer to buy out all the shares of Dalian Centenary City, we can give a discount or lose 1 billion yuan!" "
Can bankruptcy and reorganization break the situation?
In the face of a deadlock, can bankruptcy and reorganization become one of the breakthroughs in dispute resolution? reporter interviewed the president of the Zhejiang Bankruptcy Administrators Association and the deputy director of the Bankruptcy Protection Law Research Center of Shanghai Jiao Tong University. Ren Yimin.
"If a company does have insufficient cash flow to pay its debts when due, and is insolvent, or it clearly lacks solvency but the company has a certain reorganization value, then it is a good idea to implement bankruptcy reorganization of the distressed company. relatively effective way. "Ren Yimin said that if the company has objectively encountered operating difficulties, bankruptcy reorganization is, in a sense, a rescue system to avoid corporate bankruptcy. The initiation of reorganization procedures and is usually also called bankruptcy protection.
Article 2 of Chapter 1 of the "Enterprise Bankruptcy Law of the People's Republic of China" (hereinafter referred to as the "Bankruptcy Law") stipulates that if an enterprise legal person cannot pay off its debts, and its assets are insufficient to pay off all debts or it clearly lacks the ability to pay off, it may in accordance with the regulations. Carry out reorganization; in Chapter 2, Article 7, it is specifically stipulated that the creditor can apply to the People's Court for bankruptcy reorganization of the debtor. Ren Yimin believes that in the Dalian Centennial City dispute, if the company is indeed bankrupt. Conditions, then the interests of shareholders should be placed in a secondary position, and the first thing to consider is the effective protection of the company's external creditors and the company's own interests. Reorganization is indeed a tryable and relatively effective way for companies that encounter financial difficulties to get out of trouble. Effective legal path.
"In practice, if reorganization is initiated early when a company encounters financial difficulties, it will not only help external creditors reduce losses, but may also rejuvenate the troubled company, and even protect the interests of creditors from being damaged. It is possible to partially preserve the interests of shareholders with minimal damage. "Ren Yimin said that through bankruptcy protection, we can introduce suitable investors for reorganization, and through efforts such as injecting funds from investors, strengthening the management team, and improving the operating model, we can help the company tide over the difficulties and ultimately achieve a win-win situation for all parties.
reporters will continue Pay attention to the development of this matter. Article by
｜Reporter
of Zhejiang Legal News and Zhejiang Business Magazine.
