Where did the 130 million yuan disappear go?
Author | Wu Lijuan
Editor | Gao Yan
Source | Yema Finance
In July 2020, Shenzhen Qixin Co., Ltd. (002781.SZ), one of the top 100 decoration companies in the country, "sold" state-owned assets in Xinyu City, Jiangxi Province for 1.1 billion Xinyu Investment Holdings, a holding company , became a mixed-ownership enterprise.
The original marriage between Lang Qing and his concubine was "sweet" for less than 2 years. The state-owned assets conveniently sued the seller, Ye Jiahao, the founder and former actual controller of Qixin Co., Ltd. because the performance in the acquisition agreement was not up to standard.
However, due to financing restrictions and the downturn in the construction industry, the development of Qixin Shares in recent years has also been affected to a certain extent. It has been investigated and is facing the risk of delisting and asset seizure.
went from being one of the top 100 decoration companies in the country to falling, from a market value of nearly 15 billion to a market value of 1 billion. Why did Qixin Shares get to this point?
As early as May 10, the Shenzhen Stock Exchange issued a letter of concern about its 2021 annual report. In addition to asking about the reasons for performance losses, a capital transaction of 130 million is also a focus.
On July 7, Qixin Shares announced a reply to the inquiry letter. So far, 28 bank accounts have been frozen, with a frozen amount of 190 million yuan.
In just 2 years, the fate and current situation of Qixin Shares are like a drama of constant reversals. The internal and external difficulties are enough to make it overwhelmed. Where did the 130 million yuan that disappeared from
go?
Qixin Co., Ltd. was established on May 12, 1995. It is mainly engaged in the design and construction of building decoration projects. It was listed on the small and medium-sized board in December 2015.
In July 2020, Qixin shares changed hands. The controlling shareholder was changed from Zhida Holdings to Xinyu Investment Holding Group Co., Ltd. (referred to as "Xinyu Investment Holdings"). Xinyu Investment Holdings purchased 29.99% of Qixin shares at a price of 16.21 yuan per share, for a total price of 1.09 billion yuan, and obtained actual control of Qixin shares. In addition, Zhida Holdings also unconditionally and permanently gave up its voting rights corresponding to the remaining 14.11% of the company's shares that have not been transferred. At that time, the shareholders of Zhida Holdings were Ye Jiahao, Ye Hongxiao and Ye Yousheng. On September 28, 2021, one year after
took over the state-owned assets, Qixin Co., Ltd. announced that the Chinese name will be changed from "Shenzhen Qixin Group Co., Ltd." to "Jiangxi Qixin Group Co., Ltd.", and the registered place is Shenzhen moved to Xinyu City, Jiangxi Province.
On the last day of 2021, Qixin Co., Ltd. announced that a related person of the original actual controller suspected of occupying 131 million yuan of funds for non-operational purposes, causing ripples in the capital market.
Qixin Co., Ltd. said that through self-examination, it was found that half a year after the completion of the acquisition of , on January 1, 2021, the company transferred 80 million yuan and 50.875 million yuan to Shenzhen Daxin Trading Co., Ltd. (referred to as "Daxin Trading") The two payments totaled 131 million yuan. and the transfer of the above-mentioned funds did not sign a business contract with Daxin Trading, nor did any substantive business and economic transactions occur, nor did it go through the company's shareholders' meeting, board of directors' decision-making approval and internal signature approval process.
On March 31, the China Securities Regulatory Commission opened an investigation into Qixin Shares due to suspected violations of information disclosure laws and regulations.
Daxin Trading was established on July 14, 2014, with a registered capital of 5 million yuan. The company is 100% controlled by the legal representative Zhuang Zhiting. It has no other shareholders or subsidiaries, and has no equity relationship with Qixin Shares or the Ye family.
Qixin Co., Ltd. stated that the payment voucher contained only the signature of Ye Hongxiao, the current chairman and president of the company, and the personal seal of the deputy manager of the Fund Settlement Department of the Financial Management Center.
The issue of capital occupation by shareholders of listed companies has always been a focus of supervision by the China Securities Regulatory Commission and exchanges. Generally speaking, shareholders transfer funds through external investment, factoring business, fictitious and third-party transactions, etc.
Lawyer Song Yixin from Shanghai Hanlian Law Firm believes that normal capital occupation and illegal capital occupation should be distinguished.This should be considered normal for funds being occupied due to related-party transactions. Shareholders deliberately occupy the funds of listed companies, which actually violates the interests of small and medium-sized investors. Generally, the China Securities Regulatory Commission will investigate and even impose penalties. Investors can file lawsuits based on penalty decisions.
In addition, hundreds of millions of yuan of funds were transferred out of a listed company with only two signatures, reflecting the company's lax internal control and governance. On the same day that
revealed his “family scandal,” Qixin Holdings announced that Ye Hongxiao had resigned as director and president. As of the end of 2021, Ye Hongxiao directly held 1.3819 million shares and indirectly held 11.7997 million shares through Xinyu High-tech Zone Zhida Investment Co., Ltd. ("Zhida Investment"). Ye Jiahao and Zhida Investment are the second and third largest shareholders respectively.
Ye Hongxiao is the son of Ye Jiahao, the original actual controller of Qixin Holdings. He has served as chairman since June 2017. In addition, he is also the vice chairman of Zhida Investment, Shenzhen Yongzhi Asset Management Co., Ltd., Shenzhen Chuangfeng Investment Partnership (Limited Partnership) ) Executive Partner, etc.
As for the capital occupation mentioned in the Qixin Shares announcement, Ye Hongxiao had his own version, saying that the listed company had already disclosed it.
Qixin Co., Ltd.'s 2021 semi-annual report shows that the "prepayment situation of the top five closing balances by prepayment objects" shows that the first place's prepayment amount is exactly 131 million yuan, accounting for 131 million yuan of the total prepayments. 31.44%. At that time, Qixin Co., Ltd. said that the "number one" was an unrelated party.
Source: Juchao Information
Senior accountant Tian Gang mentioned that the advance payment is a certain amount of money paid by the buyer to the seller after the transaction contract is signed, and it is the funds that have been paid out. Based on the above situation, it is speculated that the 130 million yuan in advance payments in the 2021 semi-annual report and the 130 million yuan transferred out on January 1, 2021 in the listed company's announcement belong to the capital flow of one year and are likely to be the same transaction.
However, the listed company spent huge amounts of money in the name of advance payment without any real business dealings and without collective decision-making by the company's shareholders' meeting or the board of directors, indicating that there are serious problems in corporate governance.
Ye Hongxiao mentioned, "This money is the money that was transferred later. This 130 million yuan was accumulated during the historical operation process and is an industry practice. The reason is that there is no way to issue invoices or to control the invoices. Authenticity includes some reasonable tax avoidance methods that are collectively accumulated and accumulated over about four or five years. Its components include business and financing intermediary fees, business expenses, salary bonuses, project reserves, Sporadic cash purchases of materials without invoices and the project profits of some customers have been handled in the same way over the years. They are gradually deducted and offset through subsequent invoices. At the end of the quarter, these situations are settled by finding the financing party and the acquisition is fully adjusted. "
Ye Hongxiao also said: "Daxin Trading is a third-party company hired by the internal finance to help with the transfer, because if it is not lumped together, it will be too scattered, bridge funds party. There is no way to do it, so we just make one payment and one payment. There should be cooperation at the end of 2019 and the end of the quarter of 2020.”
But Ye Hongxiao has not yet provided evidence of state-owned assets. would rather be accused by investors of taking away funds from shareholders than to take away the 130 million yuan under the eyes of state-owned assets. Why did the Ye family do this?
Some industry insiders said that judging from the company’s revenue of more than 10 billion yuan from 2016 to 2020, it is possible for various projects to generate a historical accumulation of 100 million yuan. The company's information disclosure may be untrue. In terms of finance, the above project costs have been paid, but without invoices, they are not recorded in the accounts. After the accounts are posted, the spent costs are processed through the reconciliation method, which reflects financial irregularities.
Bai Wenxi, chief economist of IPG China, believes that generally speaking, if the investor does not know the hidden secrets of the merger and acquisition target, it means that it did not perform its duties diligently during the due diligence stage, resulting in investment errors and asset losses, and needs to be pursued. Responsible.
As for the Ye family’s financial irregularities when they were in charge of the listed company? Or occupy the funds of listed companies? I believe the survey results will eventually give the answer.
Regarding the details of the 130 million yuan capital transaction, Qixin Co., Ltd. responded in the annual report inquiry letter: "Currently, the above matters are still under further investigation. After the investigation is clear, the company will take corresponding measures in a timely manner to actively safeguard the rights and interests of shareholders. , especially the rights and interests of small and medium-sized shareholders. ”
The audit agency Baker Tilly International Accounting Firm said that Qixin Shares, Xinyu Public Security Bureau, and Shenzhen Securities Regulatory Bureau are all in the process of investigation and have not yet reached any conclusion. For the above-mentioned suspected non-operating fund occupation and other related fund receipts and expenditures, we checked the corresponding bank statements , receipt and payment-related information, conducted interviews with relevant companies and personnel, and letter confirmation and other audit procedures, From the bank flow and receipt and payment related information that has been obtained, it is impossible to judge the nature and commercial reasonableness of the payment made by the company to other related parties Daxin Trading, so this matter is retained in the audit report.
Qixin Shares stated that the acquirer’s state-owned assets will definitely stand in the position of safeguarding the interests of the listed company, and the specific details can only wait for the results of the economic investigation investigation.
The performance bet is difficult to complete. Behind the mystery of the 3.13 billion funds of the two parties in Bo's court
html is that the two sides have moved from "holding hands" to facing Bo in court. Aiqicha shows that on November 17, 2021 and February 24, 2022, two rounds of litigation have been conducted between the two parties. Xinyu Investment Holdings is the plaintiff, and Zhida Investment, Ye Xiudong and the original actual controller Ye Jiahao are the defendants. At present, public information has not disclosed more details regarding the specific equity transfer dispute.
Ye Hongxiao said: "The equity transfer dispute was due to the performance gambling promise in the acquisition contract at that time that the deduction of non-net profits from 2020 to 2022 would not be lower than that of 2019. The existence of force majeure factors such as the epidemic is one of the reasons for the decline in the company's performance. 1. The commitment period is three years, and Xinyu Investment Holdings filed a lawsuit in the first year. The local first instance judgment in Xinyu was that we should compensate according to the 20% ratio in the agreement, but we are planning to appeal to the Provincial High Court in the near future. "
Source: "Share Transfer. Agreement》
Before and after the signing of the acquisition agreement in 2020, the stock price of Qixin Shares has been hovering between 13 yuan/share and 16 yuan/share for a long time. After the agreement was reached on August 20, the stock price rose sharply and exceeded 23 yuan in late September, an increase of 42% from the purchase price of 16.21 yuan/share.
However, the capital market is changing. On December 17, 2020, the stock price of Qixin Co., Ltd. crashed. On that day, multiple stocks flash crashed and "one word fell to the limit" in the A-share market. Some institutions expressed that it may be related to centralized shipments and partial flows of controlling funds. Sexual risks related. Subsequently, Qixin shares experienced multiple limit drops in succession, and the overall stock price was sluggish in 2021. On March 19, 2022, after the announcement was filed for investigation, it began to continue to fall, experiencing 9 consecutive price limits, from 10.76 yuan/share to a minimum of 3.6 yuan/share. As of July 8, it closed at 4.78 yuan per share, with a market value of 1.07 billion yuan. It has dropped 56% from the original purchase price, and Xinyu Investment Holdings has a floating loss of nearly 800 million yuan.
Frozen, defaulted, debt collection, Qixin shares are "under heavy clouds"
The purpose of many listed companies introducing state-owned assets is to provide sufficient financial guarantee and credit endorsement for business expansion, and to obtain policy support. However, after state-owned capital takes private listed companies into its arms, whether it can achieve a strong alliance depends on the degree of integration between the two parties.
Qixin Shares was listed in 2015. After sorting out the company’s historical financial data, it was found that it was profitable for five consecutive years from 2016 to 2019, and began to fall into losses in 2020.
Source: Enterprise Early Warning Channel
In the second half of 2020, the real estate market introduced "three red lines", and various tightening policies on loan concentration were also introduced at the end of the year. In 2021, regulatory policies for real estate companies have continued to escalate, and many real estate companies have fallen into a liquidity crisis. The decline in performance of real estate companies has also affected the industry in which Qixin operates.
Source: Juchao Information
Annual report shows that in 2020, Qixin Co., Ltd.’s revenue from the decoration, design, and sales industries fell by 46.81%, 33.91%, and 72.77% year-on-year respectively.
Qixin Co., Ltd. explained the decline in performance in the inquiry letter for the 2020 annual report: "In recent years, the central government has strictly controlled the scale of debt and tightened real estate control policies and other external environmental influences, which have intensified the tension of the owner's cash flow . This has led to greater pressure on construction and decoration companies to advance capital. At the same time, due to the impact of the new coronavirus epidemic, the resumption of work and production of construction and decoration companies and upstream and downstream companies has affected the normal production and operation activities of construction and decoration companies.”
Congqixin Co., Ltd. Judging from the revenue situation, the company's has entered a downward channel since 2019. In 2018, the company’s revenue and net profit attributable to the parent were 5 billion yuan and 170 million yuan respectively, both representing year-on-year increases; in 2019, revenue was 4.014 billion yuan, a year-on-year decrease of 19.7%; net profit attributable to the parent was 86 million yuan, a year-on-year decrease. 48.89%; in 2020, the company's revenue dropped further, achieving revenue of 2.11 billion yuan, a year-on-year decrease of 47.45%; net profit attributable to the parent company was a loss of 555 million yuan, a year-on-year decrease of 744.32%. Weak profit performance has made financial institutions more cautious about their financing.
Qixin Co., Ltd.’s operations will continue to deteriorate in 2021. ’s operating income and net profit were 1.453 billion yuan and -1.748 billion yuan respectively. Net assets were -232 million yuan, and the asset-liability ratio was 108.11%. At the end of 2020, its net assets were 1.516 billion yuan. Therefore, Qixin Shares has lost all its net assets in 2021.
Qixin Co., Ltd. stated in the reply letter that according to the "Measures for the Management of Internal Contracting of Project Target Responsibilities", a comprehensive self-examination and sorting of unsettled engineering projects will be carried out, and reconciliation and confirmation will be carried out with internal contractors, and projects that have been paid will be Follow-up lump sum expenses of 956 million yuan and tentatively estimated project follow-up lump sum expenses of 390 million yuan (including but not limited to collection fees, customer maintenance fees, project team incentives, etc.), a total of 1.346 billion yuan were included in the "management" in 2021 cost".
Source: Juchao Information
Regarding this kind of internal contracting agreement, Qianhai Hong'an Capital Fund Manager Wang Zhaojiang believes that company has formulated internal contracting measures. Does this constitute a transfer of interests? And it will lead to huge losses in 2021, and the public should be given a reasonable explanation.
Qixin Shares responded to the inquiry letter stating that the original internal contracting agreement stipulated that the remaining portion of the settlement price after deducting the internal contractor's target profit set by the company should belong to the internal contractor. However, due to the fact that the original actual controller and the original management of concealed internal contracting agreements in the past years, the current management did not know much about the operation of past projects and the actual business model in the early days of taking over the management of the company.
Through self-examination and clean-up of historically unsettled internal contractor-related projects, it was discovered that the internal contracting agreements of Qixin Shares in historical years were not signed and sealed, and the internal contracting agreements were incomplete and irregular. The current inventory has obtained Only more than 400 agreements have been received (the company has a total of more than 5,000 engineering projects over the years).
In addition, not all of the projects corresponding to the 956 million yuan of project follow-up lump sums paid are projects in 2021. The tentative estimate of 390 million yuan is the lump sum fee that is expected to be settled with internal contractors in the future. It is prudent and compliant to include it in management expenses in 2021, and has been disclosed.
In other words, after State-owned Assets took over, it "squeezed the bubble" of the financial hidden mines. After this operation, the historical problems of Qixin Shares were basically cleared up.
Faced with the continued decline in performance, Qixin shares said that the company's management has proposed sufficient improvement measures, and the controlling shareholders will also provide support in terms of business resources and funds to ensure the company's sustainable operating capabilities.
According to Qixin Co., Ltd., affected by the downturn in the construction and decoration industry, the company has been slow to collect accounts receivable in recent years, and has been slow to pay some suppliers, leading to lawsuits and account freezes.
According to Aiqicha data, Qixin Shares has been involved in more than 500 judicial documents, 614 court opening announcements, and was recorded 25 times. Among them, 74.26% were defendants. The person has been executed 109 times in history, and the amount executed in history is 50.0273 million yuan. The person was executed 21 times, and the amount of execution was 10.5855 million yuan.
As of July 7, 28 bank accounts of Qixin Shares have been frozen, with a frozen amount of 190 million yuan. The company's 12.4 million shares held by the controlling shareholder Xinyu Investment Holdings were frozen by the judiciary. accounted for 18.38% of its shares and 5.51% of the company's total share capital.
Source: Juchao Information
A month ago, Qixin Shares announced that the total overdue principal of its bank loans was 312 million yuan. Currently, there is no overdue bank loan.
For more than a year, Xinyu Investment Holdings, the father of state-owned assets, has repeatedly bailed out Qixin Holdings to supplement its liquidity. Data shows that in December 2021 and January this year, Xinyu Investment Holdings provided loans of 50 million yuan and 60 million yuan to Qixin Shares respectively. In March this year, Qixin Co., Ltd. applied for an additional loan of 279 million yuan from Xinyu Investment Holdings.
Why are major shareholders generously donating money, but there are no signs of resolving the crisis? Ye Hongxiao said that on September 27, 2021, one year after "sold out" state-owned assets, the registration place of Qixin Co., Ltd. moved from Shenzhen to Xinyu, Jiangxi Province. Due to the territorial lending principle of loans from financial institutions, the difficulty of financing has intensified. Xinyu Investment Holdings’ funds were used for passive repayment and were not used for operations. Almost all of the company’s technology projects were stagnant.
Qixin Shares believes that the epidemic is one of the reasons. Most companies in the same industry show signs of decline. The company has business restrictions due to relocation. After the acquisition is completed, there are frequent changes in senior management and personnel loss, which also has a certain impact on the company's operations.
Neither party mentioned, but it is self-evident that one of the reasons for the decline in the company's performance is: serious differences among shareholders have affected the company's development.
Starting from May 6, Qixin shares will be subject to a delisting risk warning, and the stock abbreviation will be changed from "ST Qixin" to "*ST Qixin".
Qixin Co., Ltd. said that the state-owned assets of were taken over at that time because they were optimistic about the company’s development. The current fund freeze is mainly due to daily business engineering disputes and the preservation measures proposed by the other party; in addition, there are also overdue and unexpired claims on the original loan. Although it is facing difficult times now, the company is also actively seeking help from major shareholders to strengthen its hematopoietic function. The most important thing at the moment is to promote accounts receivable matters, resolve litigation disputes, and focus on developing the main business.
In addition, since it has been investigated by the China Securities Regulatory Commission, Qixin Shares will also face claims from small and medium-sized investors. Law firms have begun to register investor information.
Lawyer Song Yixin introduced that the claim conditions in the Qixin Shares case are: Between January 1, 2021 and December 30, 2021, Qixin Shares stocks or bonds and other publicly issued securities market products were purchased, and on December 31, 2021 Injured investors who sold or continued to hold on or after the date. Currently, lawyer Song Yixin has received inquiries from more than ten investors on related matters.
The Ye family disappeared from the Hurun Rich List
In the tide of the times, there is no shortage of stories about the ups and downs of the family, and all kinds of characters rise and fall in the influence of the times.
Ye Jiahao, the founder of Qixin Co., Ltd., has been awarded the honorary title of "Entrepreneur with Outstanding Contribution" in the construction decoration industry in the 30 years of reform and opening up, and the National Outstanding Entrepreneur in the Construction Decoration Industry. According to information in the annual report of Qixin Co., Ltd., the company has won multiple Luban Awards, the highest award in the construction industry, over the years. At the same time, the "Qixin" brand has been recognized as a "Shenzhen Famous Brand."
As the company landed on the small and medium-sized board in December 2015, the wealth of the actual controller Ye Jiahao's family also skyrocketed, and they were listed on the "Hurun Rich List" many times.In 2016, the Ye Jiahao family ranked 744th in the " 2016 Hurun Rich List " with a wealth value of 5.3 billion yuan; in 2020, it ranked 1,705th with a wealth value of 3.1 billion yuan.
However, the good times did not last long. In 2021, the Ye Jiahao family disappeared from the Hurun Report.
html joined the company at the age of 321. In June 2017, 29-year-old Ye Hongxiao took over the position of chairman of the company from his father. At the age of 32, with the entry of state-owned assets into the company, Ye Hongxiao faced a new challenge. Ye Hongxiao said, "The introduction of major state-owned shareholders is to give full play to the advantages that state-owned assets will bring to the company in the future, and combine the advantages of state-owned assets with the advantages of private enterprises." However, according to Ye Hongxiao, whether in daily operations or historical legacy, The family did not hide the problem. After the company is acquired, the family has no say in the management of the company, let alone participate in the actual operation. Allegro subsidiaries, which were originally strategically developing emerging businesses such as the Internet of Things and healthy living, have pressed the pause button.
On January 12, 2021, Ye Hongxiao resigned as chairman. In December of the same year, on the day when the announcement showed that 130 million yuan of funds had been transferred, Ye Hongxiao also resigned from Qixin Holdings as director and president.
In July 2020, the Ye family transferred control rights and cashed out more than 1 billion yuan. Ye Hongxiao said that these funds were basically used to repay previous pledges and personal debts, and some were invested in listed companies.
Although it is deeply trapped in funds, from the end of October 2021 to mid-March this year, without obvious good news, Qixin shares also ushered in a strong rise. From the lowest point of 5.56 yuan/share since its listing, Qixin shares have a strong rise. It rose to 10.76 yuan per share. In the context of the overall market downturn, the stock price nearly doubled, hitting a new high on March 17. After several surges and flash crashes, the company was also questioned by the market as being a banker.
Since last year, Zhida Holdings, the second largest shareholder, whose actual controller is Ye Jiahao, has continued to passively reduce its holdings. On June 10, Zhida Holdings planned to reduce its holdings by no more than 6% of the company's shares; on June 11, due to an overdue breach of contract in the margin trading and securities lending business, Zhida Holdings had to reduce its holdings in total to repay the liability of Northeast Securities credit account. exceeds 4% of the company's total share capital. Currently, the proportion of Qixin shares held by Zhida Holdings has been reduced from 14.11% disclosed in the 2020 annual report to 11.11%.
Ye Hongxiao said that after the company was put under investigation on March 15, his father Ye Jiahao was also criminally detained. The cause of the case was job embezzlement. The investigation directions include profit transfer, contract fraud, and cashing out of transfer funds. Currently, his father is being monitored by and living in period.
A former business trend-setter has become a suspect in a crime. A top 100 decoration company founded from scratch twenty years ago is also facing a crisis. At the same time, the "takeover man" of the state-owned assets was also very depressed. He had already spent a huge sum of 1 billion to buy the controlling stake. He originally expected Qixin Shares to be a chicken that lays golden eggs. However, catching up with the epidemic and the sluggish real estate market, not only No eggs were laid, and even the chicken shrank. The chicken had to be constantly replenished with blood to maintain its life.
Everyone is looking forward to the recovery of the economy and industry, allowing companies to survive the crisis.
What do you think of Qixin’s numerous debts and the back-and-forth lawsuits among shareholders? Leave a message and chat.
