Shanghai Baoyin Chuangying Investment Management Co., Ltd. (hereinafter referred to as "Shanghai Baoyin Chuangying" ) After the legal representative Cui Jun was investigated for suspected embezzlement, Shanghai Zhaoying Asset Management Co., Ltd. (hereinafter referred to as "Shanghai Zhaoying Asset Management" ), controlled by Cui Jun's wife, recently reported that will be listed in the United States. What's wrong with this?
"International Financial News" reporter exclusively learned that Shanghai Baoyin Chuangying's listed equity first, second and third phase fund contracts have signed a listing betting agreement , but investors have never seen the agreement. What is the relationship between Shanghai Zhaoying Asset Management’s listing in the United States and this betting agreement?
In addition, the second largest shareholder and supervisor of Shanghai Baoyin Chuangying Cheng Jian reported to reporters that Cui Jun is suspected of embezzling 90 million yuan of listed equity funds assets in the first, second and third phases, and investing in Shanghai Zhaoying Asset Management controlled by his wife Zou Xiaoli.
After that, all the listed equity funds in the above three periods will be postponed for redemption. Recently, investor's attorney Zhang Qing revealed to the International Financial News reporter that at that time, Shanghai Baoyin Chuangying explained to investors that "the bidders will be prepared to go public in the United States, so the redemption will be postponed" .
, . The network is rumored that the affiliated parties intend to go public
In the early morning of May 16, an Weibo user with an account named "Shanghai Baoyin Chuangying General Manager Cui Wenwen" posted a message saying: "Shanghai Zhaoying Asset Management Co., Ltd. will be listed in the United States soon, and our company's 90 million listed equity fund will soon bring generous returns to investors." At the same time, a screenshot of the listing announcement stamped with the Shanghai Zhaoying Asset Management official seal was attached.
According to the screenshot of the "Announcement" released by the user, the listed entity MEGA WIN INC. (Chinese name: Zhaoying Co., Ltd.) was officially established on April 15. Shanghai Zhaoying Asset Management's route to listing in the United States includes the reverse merger and acquisition through SPAC (a special purpose merger and acquisition company), and the listing of Nasdaq is completed.
Judging from the ID name of the announcement, Cui Wenwen calls herself the general manager of Shanghai Baoyin Chuangying.
However, a reporter from the International Financial News found that the official website of Shanghai Baoyin Chuangying has never issued an announcement to appoint Cui Wenwen as the general manager, and the official website of the China Securities Investment Association cannot find out whether Cui Wenwen has the qualification to practice fund. "Cui Wenwen has never taken the fund professional qualification certificate exam." Cheng Jian told the International Financial News reporter.
On May 16, Shanghai Baoyin Chuangying official website issued a lawyer's statement. Beijing Dacheng (Shanghai) Law Firm mentioned in a lawyer's statement commissioned by Shanghai Baoyin Chuangying and the company's second largest shareholder and supervisor Cheng Jian that after Cheng Jian's statement, Cui Wenwen is Cui Jun's daughter , 23 years old. She circulated a series of company announcements and "General Manager Appointment Letters" on non-company's official websites and other channels, and said that she had been appointed as the general manager of Shanghai Baoyin Chuangying on November 20, 2018.
Previously, Cui Wenwen also said in an interview with the media: "He (father Cui Jun) is busy with things outside and entrusts me to manage the company." She said that she is currently the general manager of the company and is responsible for the overall operation. The reporter tried to contact Cui Wenwen, but his phone number was unreachable.
What is the relationship between Cui Wenwen and the "Shanghai Zhaoying Asset Management" that claimed to be listed in the United States in the announcement?
The official website of China Securities Investment Fund Association (hereinafter referred to as the "China Fund Association") shows that Shanghai Zhaoying Asset Management was established in October 2014. The legal person is Zou Xiaoli and does not have the qualifications to practice funds.
According to Qixinbao data, Zou Xiaoli holds 62.28% of the shares of Shanghai Zhaoying Asset Management Company, making it the largest shareholder, and Shanghai Baoyin Chuangying is the second largest shareholder (30%).
"Zou Xiaoli is Cui Jun's wife and Cui Wenwen's mother. She is actually a housewife. She has never been to work in the company, but she still receives salary from Shanghai Baoyin Chuangying every month." Cheng Jian, the second largest shareholder and supervisor of Shanghai Baoyin Chuangying, reported to reporters that Cui Jun was suspected of embezzling 90 million yuan of fund assets of the first, second and third phases of listed equity, and invested in Shanghai Zhaoying Asset Management controlled by his wife Zou Xiaoli.
Hengfeng Taishi Managing Director Han Wei In an interview with the International Financial News reporter, private equity funds only have general regulations that do not harm investors' interests.Self-financing between the fund and the bid is prohibited in the Internet finance field.
and are listed or are they due to bet agreements?
"Shanghai Baoyin Chuangying General Manager Cui Wenwen" released the news that "Shanghai Zhaoying Asset Management is about to go public" at this time. What is the purpose? At several points of time, it is necessary to note:
Shanghai Baoyin Chuangying listed equity funds were all established from the end of 2014 to the beginning of 2015. The fund's duration was 3.5 years. Around July 2018, all three funds had expired.
From July to October 2018, fund investors have successively reported to Shanghai Economic Investigation, but the invested funds cannot be redeemed.
In November 2018, Cui Jun, a legal person of Shanghai Baoyin Chuangying, was investigated by the public security organs.
On April 22, 2019, Shanghai Baoyin Chuangying official website released a decision to file a case against Cui Jun for suspected embezzlement by the Hongkou Branch of the Shanghai Public Security Bureau.
On May 7, 2019, according to the "Announcement" issued by Cui Wenwen, on April 15, 2019, Shanghai Zhaoying Asset Management listed entity MEGA WIN INC, established in Cayman. (Chinese name: Zhaoying Co., Ltd.) established.
After the above three listed equity funds could not be redeemed when they expired, and the company's legal person was investigated for suspected embezzlement, the listing announcement of Shanghai Zhaoying Asset Management was "later".
Why did Shanghai Zhaoying Asset Management announce its listing at this time?
According to the 1st, 2nd and 3rd fund contracts of Shanghai Baoyin Chuangying, the three funds of are invested in the equity of unlisted companies. Among them, the "Investment Strategy" in Article 10 "Fund Investment" shows that the fund manager will sign a listing bet agreement with the equity investment target (unlisted company). stipulates that if the equity investment target (unlisted company) fails to list at the agreed time, the controlling shareholder of the equity investment target (unlisted company) must repurchase the part of the shares at an annualized rate of return of no less than 8%.
However, according to investors, the above betting agreement was not seen. It is understood that the betting agreement was signed separately by Shanghai Baoyin Chuangying and Shanghai Zhaoying Asset Management and was not attached to the fund contract. The lawyers appointed by the investor did not see the actual betting agreement.
As an affiliated company, it is unknown whether the betting agreement between Shanghai Baoyin Chuangying and Shanghai Zhaoying Asset Management will take effect. An industry insider told the International Financial News reporter that the bet agreement in the fund contract may largely be undermined by Shanghai Zhaoying Asset Management through the so-called "listing".
reporter found that the , 2 and 3 fund contracts for listed equity equity only stipulate the word "listing", but it does not specify the specific listing area of the target company and which sector . Is there a large risk operation space hidden in this?
Is there a listing betting agreement in the private equity fund contract reasonable? Do investors have the right to view the betting agreement in the contract? Han Wei told the International Financial News reporter that there is a listing betting agreement in the fund contract, and if the bettor is a major shareholder or actual controller, it will not violate the rules. If the contract does not have an agreement, the investor has no right to review it unless there is a suspected fraud and should go through judicial procedures.
and "listed" are a trick
A person familiar with the matter provided exclusively to a reporter from the International Financial News that the recording of the conversation between the legal intermediary service agency staff hired by Cui Jun showed that after the listing time agreed in the contract bet has exceeded the contract, will "list" through the US OTCBB (OTC Counter Trading System) to evade contract liability .
So, does logging into OTCBB mean logging into the US motherboard?
According to the reporter's review, the national stock exchanges currently listed in the United States include New York Stock Exchange (NYSE), National Stock Exchange (AMEX), Nasdaq Stock Exchange (NASDAQ), and the United States Over-the-Counter Counter Trading System (OTCBB). It can be seen that OTCBB trades some securities that are temporarily unavailable to trade on the New York Stock Exchange (NYSE) or other U.S. national stock exchanges.
In fact, in 2013, the Shaanxi Securities Regulatory Bureau issued "Beware of the equity investment scam that goes to the United States OTCBB as bait" . It mentioned that not all companies listed on OTCBB can achieve the transformation from ugly duckling to white swan, and only companies that meet the conditions for listing on exchanges can achieve transfer.
, and the Weibo picture released by Cui Wenwen on May 16 shows that Shanghai Zhaoying Asset Management will go public in the United States through SPAC (special purpose merger and acquisition company). This type of model is commonly known as "blank check companies" and "shell-making listing" in the industry, and is still a new thing for most Chinese companies and investors. Although the time required for listing has been shortened, there are uncertainties in many aspects such as shell fundraising, due diligence, M&A price, and M&A resolution voting.
"Enterprises can go public in the United States through the SPAC model, but there are many restrictions and uncertain risks." An expert in Shanghai who has assisted companies in the United States through the SPAC model many times said in an interview with our reporter that SPAC shell companies (cash shells) can indeed be listed on the Nasdaq motherboard, but in this process, they need to acquire valuable assets abroad.
According to the expert, there are several situations in which SPAC listing:
First, the acquired assets must meet the listing requirements of Nasdaq, including net profit, cash flow and market value. If one of them is reached, it can be listed. This is a basic listing requirement.
Second, backdoor listing requires securities companies or investment banks with US securities qualifications to serve as financial advisors, and professional law firms and accounting firms to conduct audits and legal opinions. Once the company has major litigation, debt and operating risks, the opinions issued will be negative. Usually, law firms or investment banks and other institutions will be unwilling to issue opinions for their own reputation in the industry, or the expression in the opinions will be even more negative. The reviewers of US Stock Exchange will repeatedly ask questions about the questions in the opinions until they meet the requirements. This is very difficult for the company to go public.
Third, some unscrupulous law firms or investment banks forcibly report companies that do not meet the conditions. When a company goes public, there will be a accountability system. At the same time, during the disclosure process of such high-risk companies, will be vigorously shorted by US short selling institutions. In addition, also will have investors or institutions complaining to the Stock Exchange for reporting . If an investigation is found to have such problems, the listed company will be delisted directly from Nasdaq.
"In fact, SPAC shell companies lack liquidity. If the company itself has problems with its texture, there will be no investors who will buy the company's stocks and will only be shorted by institutions, which is essentially different from listed companies in the true sense." The above expert said.
Zhang Qing and Liang Shaodong, lawyers of Shanghai Hansheng Law Firm who once represented investors to successfully defend their rights with Shanghai Baoyin Chuangying, told the International Financial News reporter that investors need to be especially wary of such "listing in the United States" trap.
and two major shareholders "fight"
In 2014, Shanghai Baoyin Chuangying won the title of "Private Equity Champion" because its fund outperformed its peers throughout the year because of its annual performance.
According to Qichacha information, Cui Jun is the largest shareholder of Shanghai Baoyin Chuangying, with a shareholding ratio of 50%, and Cheng Jian is the second largest shareholder with a shareholding ratio of 40%.
Since 2015, Cui Jun has raised his stake in Xinhua Department Store through the "Baoyin Group" fund and has launched a controlling stake dispute with Wumei Holdings, the largest shareholder of Xinhua Department Store .
On September 14, 2018, this equity dispute came to an end with a top offer from Wumei Holdings to acquire Xinhua Department Store .
On the evening of April 23, 2019, the first quarter report released by Xinhua Department Store showed that Shanghai Zhaoying Equity Investment Fund, which is a joint actor with Shanghai Baoyin Chuangying and was once the ninth largest shareholder in 2018, has cleared its shares in Xinhua Department Store . Among the list of shareholders of the top ten circulating stocks, Shanghai Baoyin Chuangying's most Buffett potential hedge fund (holding 65.4156 million shares, accounting for 28.99%) and the most 16 hedge fund (holding 4.1802 million shares, accounting for 1.85%) are still listed.
The battle between Cui Jun and the company's second largest shareholder Cheng Jian on the Internet has just begun.
Currently, Shanghai Baoyin Chuangying has two websites, one is www.cymm169.com and the other is www.bycy.cc. According to the official website of China Securities Association, the only website for registration of Shanghai Baoyin Chuangying is www.cymm169.com.
Shanghai Baoyin Chuangying China Fund Association filing website
Shanghai Baoyin Chuangying website unregistered by the China Fund Association
On January 3, 2019, The unregistered Shanghai Baoyin Chuangying website controlled by Cui Jun issued an announcement to remove Cheng Jian from all positions . The announcement stated that Cheng Jian privately established Company A, raised more than 80 million yuan of funds from shareholders, and controlled another Company B. As the executive partner, he lost 95% of the 60 million yuan of shareholders from Company A. In order to repay huge debts, Cheng Jian snatched the company's property and wanted to embezzle fund customers' funds to repay his personal debts.
In this regard, Cheng Jian exclusively showed the defamation lawsuit materials handed over to the court to the reporter of the International Financial News. Cheng Jian said that Cui Jun repeatedly instructed Wang Min to "attack" him in all aspects. "I have held a shareholders' meeting in 2017 to ensure that all customers have a guaranteed capital withdrawal according to the investment share. There is no loss of 95%. It has now been decided to sue Wang Min on the grounds of defamation." At present, the court has not yet officially filed a case, and the relevant evidence is still being collected.
On April 22, the Shanghai Baoyin Chuangying official website, which has been registered, made public the decision on the public security case to . At the same time, it was announced that Wang Min, the former compliance risk control director of the company, was removed from his position as compliance risk control director for serious violations of relevant system regulations and no longer held any position. As well as some management personnel such as Zou Xiaoli and Lin Limei were fired. The announcement also showed that during Cui Jun's national wanted arrest, Cheng Jian assisted the public security organs in launching an investigation into other people involved in the case.
, and Cui Jun's side was not "idle".
htmlOn April 26, the unregistered Shanghai Baoyin Chuangying official website issued an announcement stating that in addition to obtaining a large amount of income from the company, other companies or funds established or participated in the investment have suffered huge losses and cannot be paid off, which has led to all the company shares it holds being frozen by judicial means. In addition, Cui Wenwen once appeared to the relevant media and told the relevant media that her father had not received a wanted order and accused Cheng Jian of robbing official seals and spreading rumors. htmlOn May 16, the registered Shanghai Baoyin Chuangying official website issued a lawyer's statement, emphasizing that the only official website of Shanghai Baoyin Chuangying is www.cymm169.com.Lawyer Zhang Qing said that shareholder disputes should not be the focus, and the top priority is to safeguard the interests of the majority of investors and maintain social harmony and stability. Private equity funds are not "shady" funds. All parties in the company should abide by the law, be cautious in their words and actions, and disclose relevant information in a timely manner. At the same time, the trustee should take active actions in accordance with the law and the agreement during this special period and play its due role.
Whether Cui Jun, who was previously investigated, has been arrested in accordance with the law, has called the hotline of the Economic Investigation Detachment of Hongkou District, Shanghai, and relevant personnel said it is not convenient to answer such questions.
and Some investors have won the lawsuit
Shanghai Baoyin Chuangying another private equity product, because Cui Jun adopted the "short-term investment" strategy and participated in the previous raising of Xinhua Department Store , which ultimately led to the inability to repay.
Mr. Sun (pseudonym), an investor who purchased the private equity product, filed a lawsuit against Shanghai Baoyin Chuangying, and was accepted, reviewed and final trial by the court.
Execution ruling of the Shanghai Higher People's Court (hereinafter referred to as the "Shanghai Higher People's Court") exclusively obtained by a reporter from the International Financial News, the Shanghai Second Intermediate People's Court, in the case of executing the arbitration mediation between Mr. Sun and Shanghai Baoyin Chuangying, raised a written objection to the court's acceptance of the execution case, requesting to reject Mr. Sun's execution application and lift the freezing of the bank account under the company's name.
According to the provisions of the arbitration mediation document, Shanghai Baoyin Chuangying shall pay Mr. Sun the remaining 50% redemption and interest within 12 months from the date of the effectiveness of the mediation agreement.
According to the view of the Shanghai High Court, Shanghai Baoyin Chuangying failed to fully fulfill the corresponding repayment obligations within the payment period agreed in the arbitration mediation document. The payment period expired when Mr. Sun applied for execution to the Shanghai Second Intermediate People's Court. Therefore, the Shanghai Second Intermediate People's Court accepted the execution application for this case with legal basis and was not improper.
After review and investigation by the Shanghai High Court, the Shanghai Second Intermediate People's Court's objection ruling was found to be correct and confirmed. The Shanghai Baoyin Chuangying's request for reconsideration lacks legal and factual basis and is not supported.
ruling also shows that the applicant for reconsideration Shanghai Baoyin Chuangying was dissatisfied with the objection ruling of the Shanghai Second Intermediate People's Court and applied for reconsideration to the Shanghai High Court. After acceptance by the Shanghai High Court, a collegial panel was formed in accordance with the law for review, and the review has now ended. The final ruling was: to reject Shanghai Baoyin Chuangying’s application for reconsideration and uphold the above ruling of the Shanghai Second Intermediate People’s Court.
(Article source: International Financial News)
This article is from International Financial News
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