reporter: Zhang Yun Edited by: Wei Guanhong
Picture source: Photo Network
On December 23, 2019, Ningbo Sanfeng Investment Development Co., Ltd. (formerly known as Ningbo Sanfeng Group Co., Ltd.) (hereinafter referred to as Sanfeng Investment) Chairman Lin Lixing and Deputy Director Chairman Lin Ling held a media conference to publicly report that Chen Nianci, the actual controller of Sanjiang Shopping (601116, SH), was suspected of illegally transferring equity at a low price, resulting in the loss of state-owned assets. The reporting materials have also been submitted to the China Securities Regulatory Commission.
Lin Lixing told the "Daily Economic News" reporter that Sanfeng Investment and Sanjiang Shopping have experienced a 20-year equity dispute, and they are still fighting for this matter today. "To put it simply, Sanjiang Group, Sanjiang Trading, and Sanjiang Shopping are three companies in one team. The business type they operate is supermarkets. They used different means to transfer equity before going public, misappropriated funds in concealed and false ways, and were suspected of illegally transferring equity at a low price, resulting in the loss of state-owned assets."
As for Lin Lixing and Lin Ling's statement, on the evening of December 23, a reporter from the "Daily Economic News" called Sanjiang Shopping , but no one answered the call. Subsequently, the reporter called Chen Nianci, the actual controller of Sanjiang Shopping , but there was still no answer.
Three companies and one team
Sanjiang Shopping The 2011 prospectus shows that the parent company of the listed company, Ningbo Sanjiang Investment Development Co., Ltd., was established in April 1995 and was renamed Ningbo Sanjiang Group Co., Ltd. (later renamed Ningbo Sanjiang Investment Co., Ltd.) (hereinafter referred to as Sanjiang Group) in February 1996.
According to Lin Ling, Sanjiang Group's main business scope is foreign investment, and it has two wholly-owned subsidiaries, namely Ningbo Daxie Development Zone Sanjiang Trading Co., Ltd. (later renamed Ningbo Fuxin Investment Co., Ltd.) (hereinafter referred to as Sanjiang Trading) and Sanjiang Shopping (formerly known as Ningbo Sanjiang Shopping Club Co., Ltd.).
According to the tax audit report of Sanjiang Group and its affiliated companies issued by the Ningbo Local Taxation Bureau Inspection Bureau in 2000, in 1998, after changes in industrial and commercial registration, Sanjiang Group agreed to the withdrawal of some shareholders, and the registered capital was reduced from 44 million yuan to 16.48 million yuan, and the number of shareholders was changed to 5. Among them, the investment amount of Sanfeng Investment was adjusted from 5 million yuan to 2 million yuan.
Changes in shares of Sanjiang Group as of October 31, 2014 Image source: Daily reporter Zhang Yun Photo
Sanjiang Trading was jointly established by Sanjiang Group and Ningbo Hualian Group Co., Ltd. [later renamed Beijing Investment Development (600683, SH)] (hereinafter referred to as Ningbo Hualian) with a registered capital of 10 million yuan. Among them, Sanjiang Group actually contributed 9.9 million yuan and lent Ningbo Hualian a false investment of 100,000 yuan. The latter did not participate in dividends.
Changes in the shares of Sanjiang Trading and Sanjiang Shopping as of October 31, 2014. Photo source: Photographed by Zhang Yun, a daily reporter.
At this point, Sanfeng Investment has become one of the five major shareholders that indirectly holds Sanjiang Trading through Sanjiang Group. As of the end of 1998, Sanjiang Trading's main business was operating 12 Sanjiang supermarkets.
Lin Ling revealed to the "Daily Economic News" reporter that it was not until August 23, 1999, that Chen Nianci held a shareholders' meeting and proposed to dissolve Sanjiang Group and let Sanjiang Trading use loans to acquire Sanjiang Group. From then on, Sanfeng Investment discovered that a company named Sanjiang Shopping had been quietly established on September 23, 1995, and was jointly held by Sanjiang Group and Sanjiang Trading.
The complex equity transfer process
Regarding the establishment of Sanjiang Shopping , Lin Lixing also said that he "had no knowledge before" and gradually discovered that Chen Nianci had committed a series of illegal equity transfers.
Lin Ling (left) and Lin Lixing (right) explain the report situation. Picture source: Photo by reporter Zhang Yun.
The above-mentioned audit report shows that in 1996, Sanjiang Group transferred 452% of its equity in Sanjiang Shopping to the natural person Huang Yuelin. In 1997, 79% of the equity in Sanjiang Trading held by Sanjiang Group was transferred twice and was finally held by natural persons Huang Yuelin and Mao Huafeng. "On December 29, 1999, Huang Yuelin and Mao Huafeng paid 7.11 million yuan of transferred capital arrears to Sanjiang Group and paid interest."
With the successive withdrawal of state-owned capital from Sanjiang Group, as of December 2001, Sanjiang Shopping and Sanfeng Investment had invested 14.48 million yuan and 2 million yuan in Sanjiang Group respectively. In 2002, Sanjiang Shopping was completed Lin Ling told the "Daily Economic News" reporter: "The equity transfer of Sanjiang Trading is to sideline Sanjiang Group, and all the assets will be transferred to Sanjiang Shopping . After that, Chen Nianci obtained 48 million yuan of equity in Sanjiang Shopping. ”
Schematic diagram of equity changes in Sanjiang Company as of October 31, 2014. Image source: Daily reporter Zhang Yun Photo
The reason why Sanfeng Investment's 2 million yuan investment in Sanjiang Group disappeared was because a civil ruling in 2002 found that Sanfeng Investment had investment shares in Sanjiang Group when it provided joint liability guarantees for other companies. ml42 million, and then the court ruled that "the shares were absorbed and merged through legal procedures, and the merging party ( Sanjiang Shopping ) agreed to take over all the shares of the company, and the money was used to pay off Ningbo Sanfeng's debts."
Lin Ling, vice chairman of Sanfeng Investment. Picture source: Daily reporter Zhang Yun Photo
However, Lin Ling told reporters that the actual situation is that the court revoked the ruling in 2004 and the equity was unfrozen in 2004. However, Sanjiang Shopping still uses the 2002 court ruling in the description of equity changes in the prospectus. Is the
prospectus suspected of being false?
Not only that, in March 2002, Sanfeng Investment reported to the Economic Investigation Division of Ningbo Municipal Public Security Bureau that Chen Nianci was suspected of committing the crime of misappropriation of funds when leading the above two equity transfers. After receiving the report, the public security organs believed that Chen Nianci’s behavior met the elements of the crime of misappropriation of funds, and the case was officially opened for investigation on April 24 of the same year. This case was not disclosed in the listed company's prospectus.
What impact may this incident have on Sanjiang Shopping ? Lin Ling told reporters that Sanfeng Investment’s request is to recover the company’s due equity.
So, how much do listed companies know about old cases? Is there a secret behind this? On the evening of December 23, a reporter from "Daily Economic News" called Sanjiang Shopping , but the company's office phone The words went unanswered. The reporter then called Chen Nianci, the actual controller of Sanjiang Shopping , but there was still no answer.
public information shows that Chen Nianci, who has 47 years of experience in the local retail industry, is 68 years old this year. In 1994, Chen Nianci served as deputy director of the Finance and Trade Office of the Ningbo Municipal Government. Later, he was transferred by the organization to help work in a large foreign-funded chain enterprise. In 1995, Chen Nianci left the foreign-funded company and founded Sanjiang Shopping Club Co., Ltd. because of her dream of opening a Chinese community affordable supermarket.
According to the 2019 semi-annual report of Sanjiang Shopping , since the Alibaba Group subsidiary acquired the shares of Sanjiang Shopping in 2016, as of the first half of 2019, the controlling shareholder Shanghai Heantou Asset Management Co., Ltd. (hereinafter referred to as He'an Investment) holds 35.42% of the shares, and Chen Nianci is the legal representative of He'an Investment and holds 80% of the company's shares. Therefore, Chen Nianci is the actual controller of Sanjiang Shopping , with a shareholding ratio of 30.03%.
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