A protracted corporate dispute, in which conflicts are endless and chaotic. We may complain, but hope that all parties can not forget the original intention of cooperation, understand more, stop the disputes as soon as possible, and get back on the right track. After all, people’s livelihood cannot afford to lose.
Recently, several reporting materials from A-share listed company Jinhong Holdings Group Co., Ltd. (hereinafter referred to as "Jinhong Holdings") made the dispute over control of its holding natural gas company to the public. What is more serious than equity disputes is that the use of gas from more than 5,000 households and many industrial users is difficult to guarantee.
It is reported that the one who is trapped in the battle is Shahe Zhongjiao Jintong Natural Gas Co., Ltd. (hereinafter referred to as "Zhongjiao Jintong"). The company was established in May 2012 by the wholly-owned subsidiary of Jinhong Holdings, China National Oil Corporation Jinhong East Huadong Investment Management Co., Ltd. (hereinafter referred to as "Jinhong East Huadong") and Shahe Construction Investment Co., Ltd. (hereinafter referred to as "Shahe Construction Investment"). The former holds 51% of the shares and the latter holds 49% of the shares.
"In recent years, the second shareholder Shahe Construction Investment has arbitrarily modified the charging system and used the gas source and gas pipeline network purchased by China National Oil Corporation and Jintong to supply gas to users, seize resources, which has seriously damaged the rights and interests of the joint venture and major shareholder Jin Hong Huadong." Zhao Liquan, general manager of Jin Hong Huadong, said bluntly.
In the spring of 2021, Jinhong Holdings reported in its real name as the controlling shareholder. Shahe Construction Investment monopolizes its holding company CNPC Jintong, harming the interests of the company, its creditors and controlling shareholders, and also affecting the local natural gas supply project.
Regarding the report content, Zhang Xuehong, general manager of CNPC Jintong, said in an interview with reporters that there are indeed differences between shareholders, but the problems reflected by Jinhong are not true and legal means will be used to protect their rights and interests.
Central Oil Jintong Equity Relationship Chart
State-owned Assets Holdings has become a shareholding, and the dispute over control has gradually arisen
Jinhong Holdings said that CNPC Jintong is its holding company and an investment promotion company of Shahe Municipal Government. Since its establishment, with the support of the Shahe Municipal Party Committee and Municipal Government, the construction of Xingtai Nangong- Shahe natural gas pipeline project and the Shahe Economic Development Zone gas pipeline project were invested and constructed; in October 2017, the ventilation replacement of the Nansha Long Transportation Pipeline and Shahe City Network was completed, with a total investment of 250 million yuan.
"In 2012, under the arrangement of the Shahe Municipal Government, Jin Hong Huadong cooperated with Shahe Construction Investment, which represents the Shahe Municipal Government to establish CNPC Jintong." Zhao Liquan recalled that at the beginning of CNPC Jintong, Shahe Construction Investment was the state-owned holding enterprise under the Shahe Municipal Government. The controlling shareholder was Shahe Urban Construction Investment Investment and Development Management Office, with a shareholding share of 28%. "At that time, the chairman and general manager of Shahe Construction Investment were both appointed by Shahe Municipal Government."
Zhao Liquan further explained that the equity structure of Shahe Construction Investment changed in July 2015, and the registered capital was changed from 40 million yuan to 29.2 million yuan. Among them, the investment of the Shahe City Urban Construction Investment and Development Management Office, which represents the state-owned assets, has been reduced from 11.2 million yuan to 400,000 yuan, and the shareholding ratio has been diluted from 28% to 1.37%. At this point, Shahe Construction Investment has changed from state-owned holdings to state-owned holdings.
"After learning about the equity changes, CNPC Jintong has repeatedly asked the Shahe Municipal Government for information about the situation and submitted a written report to the Shahe Municipal Government in September 2018, asking the Shahe Municipal Government to confirm the enterprise identity and management relationship of Shahe Construction Investment in writing, and apply for relevant approval documents for Shahe Construction Investment's equity change, etc., but none of them were provided." Ms. Li, the legal director of Jinhong Holdings, told reporters.
At present, Shahe Construction Investment has been decoupled from Shahe Municipal Government management. "Due to the change in the identity of its state-owned holding enterprise, our company lost its foundation for cooperation with it, which is also the most fundamental reason for the conflicts and differences among shareholders of China National Oil Corporation and Jintong." Zhao Liquan added.
A manager of CNPC Jintong who did not want to be named told reporters that the differences between shareholders Jin Honghuadong and Shahe Construction Investment have caused the cooperation between the two parties to be in a stalemate for a long time, and the company is currently in an abnormal operating state.
battle escalates? The company's charging system was replaced and the official seal was robbed
In fact, the differences between shareholders of China National Oil Corporation and Jintong have been around for a long time.
Jinhong Holdings revealed that in October 2016, the Xingtai Municipal Government issued a coal-to-gas policy, supporting all districts and counties to implement the "coal-to-gas conversion in every village" and implemented the fiscal subsidy policy . At that time, Shahe Construction Investment re-signed the construction contract with three villages of Shahe Qiaodong Street Office and organized the construction in its name.
In August 2017, because Shahe Construction Investment was unable to complete the village-to-village project, the Shahe Municipal Government and others came forward to coordinate. Finally, CNPC Jintong agreed to accept the assets after the completion acceptance of the "Coal and Gas Project for Village-to-village" Shahe Construction Investment completed the completion acceptance.
"In order to complete the ventilation task of natural gas village-to-village project, Jinhong East China continues to invest in the construction of connecting pipelines and pressure regulating and metrological facilities between urban pipeline networks and village-to-village projects." Zhao Liquan told reporters that due to hidden dangers in project quality and the debt dispute between Shahe Construction Investment and the contractor, CNPC Jintong was unable to achieve the transfer and handover of the assets of the village-to-village project.
According to Jinhong Holdings, on April 27, 2018, without CNPC Jintong's knowledge, Shahe Construction Investment asked the gas meter manufacturer to change the resident charging system for 6 village-to-village projects (about 3,000 households). "The construction of pipeline supporting facilities, pressure regulation and installation, pipeline network and household replacement, daily inspection and operation, and handling of recharge fees for the village-to-village project were all completed by China National Oil Corporation, but the collection account was replaced by Shahe Construction Investment." Zhao Liquan said.
"The income from the laying, acceptance and operation of the joint venture Sinopec Jintong should be enjoyed by Sinopec Jintong." Wang Weiwei, an equity partner of of Beijing Zhongwen Law Firm, said in an interview with reporters that Shahe Construction Investment, as a shareholder of Sinopec Jintong, privately intercepted the funds that should be collected from the engineering project, which does not comply with the relevant provisions of the " Company Law ", must bear compensation liability to Sinopec Jintong and Jinhong Huadong; if it constitutes a crime, it will even bear criminal liability.
In recent years, Shahe Construction Investment has acted in arbitrarily modifying the company's charging system, developing users privately, opening pipeline valve , and forcibly ventilating. "CNPC Jintong builds a gas pipeline network, purchases gas sources, and supplies gas to users, while Shahe Construction Investment charges supporting construction fees and gas payments, resulting in the break of the joint venture's capital chain and is unable to continue to maintain normal operation." The above-mentioned CNPC Jintong manager added.
Revelation materials also stated that on New Year's Day 2017, Zhang Xuehong, general manager of CNPC Jintong, led people to stole the office computers, safes, financial certificates , financial seals, and legal person seals of the company's financial personnel. Mr. Tian, then financial director of CNPC Jintong, confirmed the above-mentioned facts of robbery to reporters.
"According to the cooperation agreement, CNPC Jintong was appointed by major shareholder Jinhong Huadong, the chairman, financial director and a deputy engineering president; the second shareholder Shahe Construction Investment appointed general manager and a deputy general manager to be in charge of CNPC Jintong market." Ms. Li, a legal officer, said that the official seal, financial seal and legal person seal of the joint venture were all stolen by Shahe Construction Investment, and the staff appointed by the major shareholder lost their management rights, and CNPC Jintong could not be used normally.
Regarding the conflicts and differences between the major shareholders and second shareholders of China National Oil Corporation Jintong, Zhang Xuehong told reporters that there are indeed differences between Jinhong East and Shahe Construction Investment, but the problems reported by Jinhong are rumors and slander.
"Jinhong deliberately created conflicts in order to acquire Shahe Jiantou shares; in order to increase the stock price, he fabricated false financial statements ; when Shahe Jiantou wanted to ask the tax department for instructions and requested the return of taxes, he robbed the official seal." Zhang Xuehong said that we have filed a lawsuit with the court, demanding that Jin Hong Huadong, Zhao Liquan and others stop infringement in accordance with the law, and publicly apologize and compensate for reputation losses.
Wang Weiwei analyzed that according to the leaked materials, some of Shahe Construction Investment’s behaviors are abuses of shareholder rights. According to the Company Law, if a company shareholder abuses shareholder rights to cause losses to the company or other shareholders, he shall bear the liability for compensation in accordance with the law. The joint venture Sinopec Jintong and its shareholder Jinhong Huadong may be the defendant, file a lawsuit for liability disputes that damage the company's interests or liability disputes that damage the shareholders' interests, and safeguard the legitimate rights and interests of Sinopec Jintong and Jinhong Huadong.
shareholders have disagreements, causing downstream gas use residents to suffer
According to reports, CNPC Jintong is responsible for the operation and safety responsibilities of the 107-kilometer long-distance pipeline and the 16-kilometer Shahecheng network pipeline, as well as gas supply, inspection, emergency repair and other service guarantee work for more than 5,000 households in the downstream. However, the company has changed its owner many times, and the main person in charge has been constantly changing.
In any case, the dispute over control has affected people's livelihood projects, causing villagers who should have enjoyed the convenience of natural gas to "beaten". In June 2018, Shahe Construction arbitrarily supplied gas to two glass rolled lines. Due to insufficient gas source indicators and disagreement to reduce the gas volume of industrial users, the long-term transportation pipeline was once evacuated, and residents were unable to use gas normally through every village.
According to " Yanzhao Metropolis Daily ", on March 30, 2019, CNPC Jintong suspended all agreement users without advance notice due to internal problems of the company.
The villagers complained about the phenomenon of air shutdown that had no warning at that time. "When will this natural gas come? After a while, there will be no gas, and after a while, there will be no gas." "When will the gas come in Dachangzhuang? If it is said to stop gas, it will stop gas. No one will care." "The gas is shut down for nearly two months, and it will still be ventilated. What should we do if we keep heating and cooking?" "It is said to bring warm life to the people, why is it so unreliable?"
In view of this, when China National Oil Corporation Jintong cannot operate normally, after coordination by Shahe Municipal Government, Jinhong East Hua, Shahe Construction Investment and China National Petroleum Kunlun Gas Co., Ltd. Hebei Branch (hereinafter referred to as "Kunlun Hebei Company") signed a "Trust Operation Agreement", which stipulated that Kunlun Hebei Company would be entrusted to operate China National Oil Corporation Jintong.
However, during the entrusted operation and management period, in addition to the management of the Nansha Line long-distance pipeline, Shahe Construction Investment did not make any handover to the management company Kunlun Hebei Company as agreed (including relevant enterprise certificates, seals, seals, financials, personnel information, etc.), resulting in the hiccup of Sinopec Jintong during the entrusted operation of , and even the audit and evaluation of operations and assets by third parties could not be carried out.
How to protect people's livelihood and shareholders' rights?
Since China National Oil Corporation and Jintong has been in an abnormal operating state for a long time, the company's various businesses cannot be carried out normally, and the company is already in a high-risk state. It is also understood that the major shareholder Jin Hong Huadong is also under tremendous financial pressure to repay principal and interest in order to maintain operation. Nowadays, the capital chain is broken and it is no longer possible to pay for PetroChina, employee wages, as well as engineering, material payments and other expenses.
So, how can CNPC Jintong not only protect people's livelihood, but also effectively protect the rights and interests of the company and shareholders?
Fu Luheng, director of the Gas Office of Shahe City Urban Management Bureau, once told the media that the local plan is temporarily entrusted by Hebei Natural Gas Company, giving priority to ensuring the people's livelihood and ensuring the people's warm winter. Because China National Oil Corporation Jintong has no gas source now, it is the heating period, so the provincial natural gas company will first supply gas to solve the problem of public heating. As for the problems between enterprises, the government will coordinate and solve the problem next.
Legal Ms. Li told reporters that in the face of the problem, we have repeatedly urged the Shahe Municipal Government to assist in solving it, especially to ask the government and various competent departments to pay attention to the existing safety risks, so as not to cause problems such as air shutdown to affect social stability, but no clear answer was received. At the same time, the attempt to transfer equity was not successful with the intervention of Shahe Construction Investment.
"According to the provisions of the Company Law, shareholders shall transfer equity to persons other than shareholders, with the consent of more than half of the other shareholders. If Jinhong Huadong wants to transfer 51% of the equity held by CNPC Jintong, it shall notify Shahe Jiantou in writing about its equity transfer matters for soliciting consent. If Shahe Jiantou fails to reply after 30 days from the date of receiving the written notice, it shall be deemed to agree to the transfer." Wang Weiwei said that if Shahe Jiantou does not agree to Jinhong Huadong's external transfer of equity, it shall purchase the equity; if it does not purchase, it shall be deemed to agree to the transfer.
Regarding the leaked materials, Shahe Construction Investment requires the right of first refusal and even raises the issue of zero equity price. Wang Weiwei explained that if Shahe Construction Investment agrees to Jinhong Huadong's transfer of equity, it can enjoy the right of first refusal under the same conditions as the transferee, but the transfer price is not zero.
