US Nasdaq listed company transfers, China concept stock returns, Morgan Stanley increases its stake to 9.11%, the parent company is owned by the world's top 500 companies, a well-known domestic and foreign juice beverage processing enterprise provider, price-earnings ratio Only 1.51 times, the net assets per share reached US$6.64, and the premium space is about 5-10 times...
This is Tianren Juice (a Nasdaq listed company, now renamed: Future Financial Technology, stock code: FTFT) two The slogan used when promoting the equity subscription project more than a year ago.
Under the temptation of this slogan, investor Mr. Li signed an equity investment contract with Tianren Juice.
Today, nearly 300 investors are trapped, and the whereabouts of hundreds of millions of dollars of funds are unknown. The company's boss has become a "lao Lai" and has been blacklisted for dishonesty. The net profit loss of US-listed companies in 2017 was as high as 1838.26%. Government approval documents were forged to hold shares through channels. The platform circumvents regulatory requirements on the number of shareholders...Tianren Juice is plagued by negative news.
When investors realized that investing in the equity of Tianren Juice was likely to go wrong, since January 2018, several investors traveled thousands of miles to Xi'an to learn about the company's shareholding reform. However, Tianren Juice responded this way: "You are welcome to file a lawsuit and report the case to the police. We will follow it to the end. For those who take the judicial route, the equity issue will be left alone and no treatment will be given."
Recently, after multiple verifications, After investigation, the reporter of "International Finance News" found that behind the above-mentioned series of words and dramatic changes that caught the attention of investors, a well-designed, nested, and interlocking original equity investment scheme was involved. bureau.
claims that Chinese concept stocks have returned to A, and high-yield gimmicks attract investors
During the light rain season, on the side of the West Lake in Hangzhou, a reporter from the "International Finance News" met Mr. Li, an investor who came in a hurry, and there was another investor who came with him. Investor Mr. Huang.
Mr. Li is a businessman who travels between Zhejiang and Shanghai all year round. He still regrets the investment decision he made impulsively 2 years ago.
On December 23, 2015, Tianren Juice Group Co., Ltd. (referred to as "Tianren Juice") held a project roadshow at the Jinmao Building in Lujiazui, Shanghai, and attracted a large number of investors to participate.
"Tianren Juice claims to be a NASDAQ-listed company in the United States. It plans to return to the domestic market after privatization. If it is fast, it will be listed on the New Third Board in 2016, and will be transferred to the A-share market in 2017. It will also be in 2017 at the latest The listing on the New Third Board will be completed before the end of December.” Mr. Li of said frankly that he came to the meeting with a dubious attitude. After hearing this series of orderly “listing plans”, he was very excited.
In the mouth of the organizer, this investment project is not only attractive in terms of money: after the listing is completed, it may be able to reproduce the glory of Century Cruises stock rising 30 times; moreover, the company is "valued by many parties": COFCO Group , China Construction Bank Institutions affiliated with Fortune 500 companies have already invested; there is no "worry" yet: if fails to complete the listing on time, the major shareholders will repurchase it at a 10% dividend as agreed.
"The organizer said at the meeting that if you pay on-site, you can get gold locks and gold bars as a gift, which made the atmosphere lively. Many people decided to pay money to subscribe for shares on the spot." Mr. Li tried his best to restore the scene in a calm tone. The occasion is filled with annoyance.
In December 2015, Mr. Li and Mr. Huang successively signed the "Private Issuance Share Subscription Contract" (referred to as the "Subscription Contract") and the "Repurchase Agreement of the Private Issuance Share Subscription Contract" (referred to as the "Repurchase Agreement") with Tianren Juice. , each invested RMB 1 million and purchased 200,000 original shares of Tianren Juice at RMB 5 per share.
The screenshot of WeChat provided by Mr. Huang to the reporter of International Finance News shows that "this project is expected to be launched around August next year (2016), with a price premium of about 5-10 times."
Under the temptation of high expected profits, fearing that things might change later, Mr. Huang transferred 1 million yuan to Tianren Juice within 10 days after signing the contract. On January 14, 2016, Mr. Huang received the shareholding certificate issued by Tianren Juice.
Mr. Li, who also made a payment, later heard from an intermediary salesman that the financing amount of the above-mentioned project in Shanghai alone exceeded 130 million yuan.Nationwide, there are nearly 300 investors like Mr. Li and Mr. Huang.
The repurchase agreement was not honored
During the agreed two-year investment period, Mr. Li had doubts, but the "repurchase agreement" gave him a "reassurance".
"Repurchase Agreement" clearly states: Absent force majeure, Party C (Tianren Juice) fails to complete GEM, National Equities Exchange and Quotations ( New Third Board ) or similar securities transactions before December 31, 2017 For the listing of the firm, Party A (Tianren International Holding Group Co., Ltd., the major shareholder of Tianren Juice, referred to as "Tianren International") agrees to transfer the share of Tianren Juice held by Party B (investor), and based on Party B's actual investment amount will be paid interest to Party B based on 10% of the annualized income, and the interest paid will be calculated based on Party B's actual investment time.
After the expiration of the two-year agreement, Tianren Juice’s “return to A plan” has not yet made substantial progress. Although it was disappointing that the expected high returns were not realized, the repurchase commitment at that time was at least a guarantee. Therefore, Mr. Li logically asked Tianren International to honor the repurchase in order to recover the losses.
However, what Mr. Li did not expect was that Tianren International refused to fulfill its repurchase obligation .
The angry Mr. Li found Tianren Juice, but got another explanation, "On December 21, 2017, Hedetang Industrial (Shenzhen Hedetang Industrial Co., Ltd.) acquired the New OTC Market Company Moac (836666), This means that Tianren Juice is on the market."
However, there is no direct shareholding relationship between Tianren Juice and Hedetang Industrial. Investors bought the original shares of Tianren Juice, but now they are forced into a shell borrowed from Hedetang. Therefore, although Mr. Li was confused, he was not satisfied with this answer.
Previously, relevant people from Tianren Juice responded to the media that investors can register with the company’s securities department, and the company will notify them by phone when exiting, and investors can withdraw in cash.
Now, according to the logic of Tianren Juice, Hedetang bought the "shell" of Moac, and Tianren Juice's assets will be injected into Moac, so Tianren Juice has "landed" on the New Third Board. However, this asset has still not been privatized and delisted from Nasdaq in the United States.
"Tianren" changes its left hand to its right, and the performance of overseas listed companies plummets
So, what are the inextricable connections between Tianren Juice, Tianren International and Hedetang Industrial?
"International Financial News" reporter checked " Qixinbao " and found that Tianren Juice was established on August 8, 2001, with a registered capital of 428 million yuan, and the legal representative is Xue Hongke. The equity structure chart of
shows that the largest shareholder of Tianren Juice is Tianren International, with a shareholding ratio of 73.41%; the second largest shareholder is Shenzhen Tianshunda Equity Investment Fund Management Co., Ltd. (referred to as "Tianshunda Investment"), with a shareholding ratio of It is 26.36%; Xue Hongke holds 0.23%.
It is worth noting that Xue Yongke (Xue Hongke’s brother), the director of Tianren International, is also one of the founders of Tianren Juice. From April 2001 to December 2005, he worked at Hualong Securities Co., Ltd. as the business director of the investment banking headquarters and was familiar with capital operations. According to
public information, Tianren International was established in August 2007 as a private joint-stock company. It was originally named Dingxiang Enterprise Co., Ltd. and has changed its name many times. In March 2015, the name was changed to Hop Tak Tong Holdings (Hong Kong) Co., Ltd. (referred to as "Hop Tak Tong Holdings").
What is the connection between Ho Teck Tong Holdings and Ho Teck Tong Industrial, which acquired Moac?
A reporter from "International Finance News" checked "Qixinbao" and found that Hedetang Holdings 100% controls Hede Family Holdings Group Co., Ltd. (hereinafter referred to as "Hede Family"), and Hede Family Holdings 100% controls Hede Tang Industrial.
However, after the acquisition was completed, the actual controller of Moaike was not Xue Hongke or Xue Yongke, but changed to Xue Zeyao. Investors told the International Finance News reporter that Xue Zeyao is the second generation successor of Xue Hongke and Xue Yongke, and is also the actual controller of Hedetang Industrial.
Xue Zeyao, 23, is not only the actual controller of a domestic NEEQ company, but also the major shareholder of a US listed company.
data shows that as of April 12, 2018, Xue Zeyao held 44.70% of the shares and was the largest shareholder of the Nasdaq-listed company Future Financial Technology Group (stock code: FTFT, referred to as "Future Finance").
▲ Picture source: Wind
And "future finance" is the "Heavenly Juice" mentioned earlier. On June 12, 2017, the name of the listed company was changed from "Tianren Juice Group Co., Ltd." (stock code: SPU) to "Future Financial Technology Group Co., Ltd." (stock code: FTFT), and its main business was transformed into e-commerce and Agricultural products trading.
In December 2017, its stock price soared by more than 200%. The reason was that after the company changed its name, it attracted the attention of cryptocurrency investors. So, what is its performance?
On April 16 this year, Future Finance released its financial report showing that in the fourth quarter of fiscal year 2017, the company's net profit was -US$88.1233 million, a year-on-year decrease of 1883.15%; operating income was US$283,700, a year-on-year decrease of 96.52%.
▲ Image source: Wind
Future Finance’s performance in US stocks is not good. Since the beginning of the year, the company's stock price has fallen by nearly 50%. Wind data shows that the company achieved a total operating income of 10.46 million yuan in 2017, a year-on-year decrease of 69.59%; an operating profit loss of 9.4 million yuan, a year-on-year decrease of 521.38%; a net profit loss of 103 million yuan, a year-on-year decrease of 1838.26%.
▲ Image source: Wind
What is even more striking is that since 2016, the major executive changes of Future Finance have focused on the two Xue brothers.
▲ Image source: Wind
According to Wind statistics, on September 2, 2016, Xue Yongke resigned as chairman of the board of directors and CEO, and was succeeded by Xue Hongke; on January 31, 2018, Xue Hongke resigned again, and Xue Yongke took over again.
According to a reporter's investigation, Future Financial has been revealed to have used "old stock" techniques such as shrinking shares to manipulate stock prices in the U.S. stock market. In January 2018, the company announced that it had acquired a 5% stake in the blockchain technology company NRC (Nova Realm Limited), which was donated to the company by the company’s director Xue Yongke.
The company has long been sealed by the court, and the boss has repeatedly been on the "blacklist" of dishonesty.
While both parties were insisting on their own opinions and arguing about the authenticity of the New OTC Market listing, an even more important news came out. After the "default" of
, several investors visited Tianren Juice's head office in Xi'an before the Spring Festival in 2018. "At 10 o'clock in the morning, the door was closed, and there was basically no one in the company." Mr. Huang was still frightened when he described it to a reporter from International Finance News. "The equipment is dilapidated, the cement floor is empty, the rusty mixer, which is used as the raw material for juice, The apples are rotten, and several houses are even sealed with court seals..."
reporters checked the information and found that in April 2017, the Shaanxi Branch of China Cinda Asset Management Co., Ltd. (referred to as "Cinda Asset Management Shaanxi") Branch") transferred its claims on Tianren Juice on the Western Equity Exchange. There are a total of 2 project claims, with a principal and interest balance of 57.4609 million yuan. Among them, the principal is 49.2413 million yuan and the interest is 8.2196 million yuan.
The official website of the Western Equity Exchange shows that the guarantee measure for this project is the pledge of the main equity of Tianren Juice Group, and the actual controllers Xue Hongke, Xue Yongke, and Wang Xiujun jointly guarantee it. Since the last repayment of the second phase of the project was due on November 18, 2015, Cinda Asset Management Shaanxi Branch applied for the "Execution Certificate" in two installments and submitted them to Xi'an Intermediate People's Court (referred to as "Xi'an Intermediate Court") and Xi'an Yanta District People's Court (referred to as "Yanta Court") applied for compulsory execution.
In January 2016, the Xi'an Intermediate People's Court seized the pledged equity of the project, the equity of its subsidiaries held by Tianren Juice, and the land and above-ground properties located in Jingyang County under the name of Tianren Juice.
▲ Seized equity information table, source: Western Equity Exchange official website
▲ Seized land and real estate information table, source: Western Equity Exchange official website
On November 25, 2016, Xi'an Yanta Court seized 62 items under the name of Tianren Juice Juice production patent rights and trademarks such as "Hedetang".
Xue Yongke and Xue Hongke have both been included in the public list of breach of trust.According to the national court information disclosure and inquiry platform for the list of dishonest persons subject to execution, from 2016 to 2018, brothers Xue Yongke and Xue Hongke were "on the list" many times due to their refusal to perform their obligations determined by effective legal documents.
▲ Source: China Executive Information Disclosure Network
Reporters reviewed the "Guidelines for the Basic Standards Applicable to Stock Listing Conditions of the National Equities Exchange and Quotations" issued by the National Equities Exchange and Quotations and found that among the conditions that should be met for listing on the New OTC Market, Article 3 "Corporate Governance" "The company and its legal representatives, controlling shareholders, actual controllers, directors, supervisors, senior managers, and subsidiaries shall not be listed as jointly punished for breach of trust when applying for listing." object’s situation”.
Fu Lichun, director of the New OTC Market Research Center of Northeast Securities, said in an interview with a reporter from the International Finance News: "Generally speaking, being included in the list of dishonest people indicates that there are problems with the credit status of the company itself. No matter what the market, companies must do Honesty and trustworthiness and maintaining the authenticity of trust disclosures are the most basic requirements. China's capital market, including the New OTC Market, has increasingly higher requirements for corporate integrity and authenticity of trust disclosures, that is, corporate standards. The bottom line is that there is a threshold. "
It seems that after the actual controller was included in the list of dishonest people, Tianren Juice at that time no longer fully met the listing conditions of the New Third Board, that is, it did not have the qualifications to be listed on the New Third Board. However, Mr. Li and many other investors said that the company did not promptly inform them of the situation.
Afterwards, based on the numbers provided by investors, reporters from the International Finance News repeatedly called the mobile phones of Xue Yongke, Xue Hongke and related business personnel of the company, but no one answered.
Forged approval document for private placement
Around February 2018, when they were on the verge of despair, Mr. Li and other investors approached Tianren Juice, hoping to get an explanation, but the other party handed out an approval document for the private placement.
So, is the private placement true?
Judging from the business license of Tianren Juice, the company type is a joint stock limited company (Sino-foreign joint venture, unlisted), registered capital of 428 million yuan .
reporter checked Qixinbao and found that on September 3, 2010, Tianren International and Xue Hongke subscribed for capital contributions of 427 million yuan and 1 million yuan respectively, for a total subscription of 428 million yuan. Judging from the actual payment situation, Xue Hongke actually paid 1 million yuan on September 3, 2010; Tianren International paid 314.1909 million yuan on June 7, 2013, leaving a gap of 112.8091 million yuan for .
So, when was the money paid and who paid it? According to an equity transfer agreement issued by the investor, on July 20, 2015, after negotiation between the two parties, Tianren International transferred the 112.8091 million uninvested shares of Tianren Juice it held to Shenzhen Tianshunda Equity Investment Fund MANAGEMENT LIMITED. In other words, Tianshunda Investment will continue to fulfill this part of its investment obligations and pay 112.8091 million yuan.
Both parties agreed to pay in full within 3 years. The reporter checked the national enterprise credit information publicity system and found that Tianshunda Investment actually paid 112.8091 million yuan on February 28, 2016, and completed the registration change with the industrial and commercial department.
▲ Source: National Enterprise Credit Information Publicity System
Immediately afterwards, Tianren Juice started a "directional additional issuance".
The approval document thrown by Tianren Juice to investors is the "Reply on Approving the Directed Issuance of Shares by Tianren Group Co., Ltd." issued by " Shaanxi Provincial Department of Commerce " on May 5, 2016, agreeing with Tianren Juice increased its share capital by 55.934 million shares (accounting for approximately 13.07% of the total share capital, with a par value of RMB 1 per share). The new share capital of was subscribed by an equity investment company and 173 natural persons.
What is strange is that according to the approval document, after the completion of the additional share issuance, the company's registered capital will be 428 million yuan (428 million shares, par value RMB 1 per share), that is, the company's registered capital of 428 million yuan has not changed.
Generally speaking, after completing the private placement and attracting new capital, the company's registered capital will also increase accordingly. However, in the equity structure after the private placement, the number of shares held by Tianshunda Investment changed from the previous 112.8091 million shares to 56.8751 million shares, and the shareholding ratio dropped from 26.36% to 13.29%. In other words, Tianshunda Investment reduced its holdings by 55.934 million shares. These 55.934 million shares happen to be the number of shares in the private placement. Based on the fixed placement price of 5 yuan/share, the total equity transfer amount is about 280 million yuan.
However, regarding this equity transfer, Mr. Li told the reporter of International Finance News with a helpless face: "I didn't know anything about it, and I didn't sign any share transfer agreement with Tianshunda."
In the end, Mr. Li Something even more incredible happened. Regarding the approval document for the private placement, the Shaanxi Provincial Department of Commerce responded to a reporter from the International Finance News: "After judicial appraisal, it was confirmed that the approval document was forged."
In addition, the private issuance of stocks is generally approved by the China Securities Regulatory Commission, not by the China Securities Regulatory Commission. business lounge. At this time, Mr. Li was completely dumbfounded. He suddenly remembered another secret hidden in the approval document. The purchase dates of
investors ranged from December 2015 to February 2016. The 173 natural persons subscribed by the approval document were only the list of investors who subscribed for more than 200,000 shares at that time. According to the reporter's understanding, there are more than 100 investors who subscribed for less than 200,000 shares, all of which are held by Tianshunda Investment. Therefore, they are not shown in the shareholder table. Article 2 of the
"Repurchase Agreement" states: For investors who invest less than 200,000 shares, the Tianren Juice shares held by the investors are temporarily held by Shenzhen Tianshunda Equity Investment Fund Management Co., Ltd. designated by Tianren Juice. Yes, after Tianren Juice has completed listing and public transfer on GEM, National Equities Exchange and Quotations, or similar stock exchanges, it will assist investors in handling stock registration and transfer filing procedures.
From this point of view, the actual number of investors should be nearly 300. Article 10 of the " Securities Law " clearly stipulates that "the issuance of securities to specific objects in total exceeds 200 people" is a public offering and must be reported to the China Securities Regulatory Commission for approval in accordance with the law. Tianren Juice may use the above methods to circumvent the regulatory requirements of the China Securities Regulatory Commission.
Wang Rui, a professor at the Department of Law of North China University of Technology, said in an interview with a reporter from the International Finance News that "For overseas listed companies to return to privatization, they first need to take the initiative to delist before they can return. The stock price is low, and the cost of acquiring shares is low, which is just right. It is convenient for privatization and then delisting and return. If you do not delist and still forge documents, it may be that you have no intention of achieving the NEEQ listing, that is, you are suspected of using the privatization and return of China Concept Stock as a bait to engage in illegal fund-raising fraud. "
"Investors should establish a sense of self-protection. When it is difficult to accurately distinguish the authenticity of investment information, they can consult and verify with securities and futures operating institutions approved by the China Securities Regulatory Commission or local regulatory authorities." Industry insiders remind investors, "Once you find that you have been deceived, If you are deceived, you should properly collect and preserve evidence and report the case to the public security agency in a timely manner.”
reporters have recently learned that the police are currently involved in the investigation because Tianren Juice is suspected of forging approval documents.
source / International Financial News
editor / Wubing
