The struggle between Wumart Technology, the major shareholder of Xinhua Department Store, and the second shareholder of Shanghai Baoyin Chuangying may have been revealed.
Company's first quarter report released on the evening of the 23rd showed that Shanghai Zhaoying Equity Investment Fund, which is a joint actor with Shanghai Baoyin Chuangying and is also the ninth largest shareholder in 2018, has cleared all its shares in Xinhua Department Store.
Just the evening of the previous day (April 22), Shanghai Baoyin Chuangying issued an announcement on its official website stating that "the largest shareholder and legal representative Cui Jun has been investigated by the public security organs for suspected embezzlement, and now he has been wanted nationwide; the former senior executive Wang Min has been fired by the company. Cheng Jian, the second largest shareholder and supervisor of Chuangying Investment, has performed his duties in accordance with the relevant provisions of the Company Law and the company's articles of association, and assisted the public security organs in carrying out the procedures for holding other people involved in the case."
Some market insiders believe that at present, Baoyin Chuangying has lost its advantage in confronting Wumart, and it is not ruled out that the four-year equity dispute will end in the future with the Baoyin Group's comprehensive exit.
Shanghai Zhaoying clears the stock Xinhua Department Store
Xinhua Department Store (600785) announced its first quarter report on the evening of April 23. During the reporting period, the net profit attributable to the parent company's owners was RMB 113 million, an increase of 16.35% over the same period last year.
China Securities Journal reporter found that Shanghai Zhaoying Equity Investment Fund Management Co., Ltd., a subsidiary of the Baoyin Group, which had previously confronted the major shareholder of Xinhua Department Store, has quietly reduced its holdings by 3.0466 million shares, and no longer holds the company's shares at the end of this report period.
Previous information showed that Shanghai Baoyin Chuangying Investment Management Co., Ltd. and Shanghai Zhaoying Equity Investment Fund Management Co., Ltd. are joint actors.
2018 annual report shows that Shanghai Zhaoying was originally the ninth largest shareholder of Xinhua Department Store. After Shanghai Zhaoying cleared its position and withdrew from the exit, Ningxia Communication Service Co., Ltd. replaced Shanghai Zhaoying as the ninth largest shareholder of Xinhua Department Store, and natural person Liang Qing entered the top ten.
Baoyin Group has been involved in Xinhua Department Store through the secondary market since 2015, and has become the second largest shareholder of Xinhua Department Store in just over three years. Since then, the Baoyin Group and the largest shareholder Wumart have had fierce competition for the company's control, and the proportion of shares held by both parties is less than 2% when it is closest. Since then, Wumart had to launch a tender offer in 2018 to consolidate its position as the largest shareholder.
struggle did not end with Wumart's offer to acquire.
On March 28, 2019, Xinhua Department Store announced that Baoyin Chuangying proposed to add four temporary proposals to the shareholders' meeting, including proposing that the company pay 30.822 yuan for 10 yuan. Directors and supervisors unanimously opposed several proposals to be submitted to the shareholders' meeting for deliberation.
According to the latest first quarter report released by Xinhua Department Store, there are two funds under Shanghai Baoyin Chuangying Investment ranked among the top ten shareholders of Xinhua Department Store, namely the third phase of Shanghai Baoyin Chuangying Most Buffett Potential Hedge Fund, accounting for 28.99%, and the 16th phase of Shanghai Baoyin Chuangying Most Buffett Potential Hedge Fund, accounting for 1.85%. The two account for a total of 30.84%.
, and the largest shareholder of Xinhua Department Store, Wumei Technology Group Co., Ltd. and its joint actors Beijing Green Safety Agricultural Products Logistics Information Center Co., Ltd. and Wumei Jintou (Tianjin) Commercial Management Co., Ltd. hold a total of 40.02% of Xinhua Department Store shares. So far, the gap between the two parties in the shareholding of Xinhua Department Store has widened by nearly 10 percentage points.
Regarding the withdrawal of the Baoyin Group's funds, some institutional officials believe that this reduction is the first withdrawal of the Baoyin Group. The A-share market is currently recovering, and the Baoyin Group chose to reduce its holdings at this time. This move may be largely related to Cui Jun's financial tightness.
Cui Jun was filed for investigation Shanghai Baoyin Chuangying "Backyard fire broke out"
China Securities Journal reporter found that on the evening of April 22, Shanghai Baoyin Chuangying Investment Management Co., Ltd. issued an announcement on its official website stating that its "largest shareholder and legal representative Cui Jun has been filed for investigation by the public security organs for suspected embezzlement, and now he has been wanted nationwide; former senior executive Wang Min has been fired by the company. Cheng Jian, the second largest shareholder and supervisor of Chuangying Investment, has performed his duties in accordance with the relevant provisions of the Company Law and the company's articles of association, and assisted the public security organs in carrying out the procedures for holding other persons involved in the case."
announcement shows that "Shanghai Baoyin Chuangying has communicated with partners such as Yinchuan Xinhua Department Store. In the future, it will further improve corporate governance, maintain compliant operations, maintain cooperative relations with business partners such as Xinhua Department Store, strive for win-win cooperation, and safeguard the fundamental interests of the majority of investors. "
However, the announcement has not yet mentioned what kind of behavior Cui Jun was investigated for "suspected embezzlement" and what subsequent remedial measures will be taken.
Some market insiders believe that Baoyin has lost its advantage in confrontation with Wumei. In the future, it is not ruled out that the four-year equity dispute will end with Baoyin's full withdrawal.
Who is Cui Jun? ?
In past reports, Cui Jun was called the "private equity champion" by the media because his fund outperformed his peers in 2014; and because Baoyin Group has been involved in Xinhua Department Store through the secondary market since 2015, it has become the second largest shareholder of Xinhua Department Store in just a few years and is called the "barbarian at the door" of listed companies.
It is understood that Xinhua Department Store equity disputes Since its launch in early 2015, the "Baoyin Group" led by capital tycoon Cui Jun has repeatedly raised its bid for Xinhua Department Store.
In April 2015, Cui Jun's "Shanghai Baoyin Chuangying the Most Buffett Potential Hedge Fund 3 Phases" ranked among the top ten shareholders of Xinhua Department Store for the first time, with a shareholding ratio of up to 8.20%, causing shock to the senior management of Xinhua Department Store; in less than three months, the Baoyin Group continued to increase its holdings, increasing its shareholding ratio to 17.13%. . In December of that year, it replaced Wumei Group as the largest shareholder of Xinhua Department Store with a 32% stake.
In order to prevent the "barbarians" from continuing to attack, Wumei Group consolidated its control through private placement and tender offer acquisitions. In August 2018, the company's major shareholder Wumei Holdings launched a tender offer. After the acquisition, Wumei Group held a total of 40.02% of the total number of shares issued by the company.
of which, The most dramatic one was in June 2015. Cui Jun issued an "Open Letter from Shanghai Baoyin Chuangying Investment Company to all shareholders of Xinhua Department Store", which publicly "challenged" to Xinhua Department Store for five proposals, including establishing a private equity fund management company, requiring high bonus and transfer of listed companies, and requiring two seats on the board of directors. Cui Jun and Baoyin's move triggered an emergency suspension of trading in Xinhua Department Store and was publicly condemned by the China Securities Investment Fund Association, accusing Shanghai Baoyin of suspected illegal publicity. Ningxia Securities Regulatory Bureau also believes that Shanghai Baoyin's proposal is information that may have a significant impact on Xinhua Department Store and the company's stock price, and the method of issuing the open letter does not comply with relevant regulations. At that time, Cui Jun explained that "it was not punished for illegal publicity, but because there was a problem in the information disclosure."
In order to prove that Cui Jun was investigated, a reporter from China Securities Journal called Cui Jun himself many times , but the phone is currently shut down. It is also reported that Cui Jun was interviewed by a certain media in March this year. Why was
filed?
reporter learned that the investigation of Cui Jun was initiated by Shanghai Baoyin Chuangying actively reported the case.
(the picture shows the "Case Filing Decision" provided by the Cheng Jian team of Shanghai Baoyin Chuangying Investment Management Co., Ltd.)
And, according to the statement of Cheng Jian, the second largest shareholder and supervisor who has actually taken over Shanghai Baoyin Chuangying, who has actually taken over Shanghai Baoyin Chuangying, "After Shanghai Baoyin Chuangying reported the case, Wang Min, the company's risk control director (the founding shareholder of Shanghai Zhaoying and the senior risk control executive of Shanghai Baoyin Chuangying) still obeyed Cui Jun's command, hiding the official seal caused huge damage to the company's takeover."
China Securities Journal reporter contacted Cheng Jian.Cheng Jian said that the reason why he decided to report the case was because of the following reasons (the following is the original text of Cheng Jian’s statement):
2. Wang Min unilaterally notified the investor to extend the contract. When the fund was about to expire (October 2018), the investor found that the funds entered the Zhaoying win and were not controlled.
3. The funds used to raise the quota of Xinhua Department Store are Baoyin Chuangying - Phase 3 of the Most Buffett Potential Fund / Phase 16 of the Most Buffett Potential Fund and Phase 500 times of the Three Fund. Due to "short-term investment", investors cannot redeem them, and do not actively communicate with customers, blindly adopting confrontation and evasion methods, which makes customer relationships tense. Since 2017, a large number of customers have filed complaints and legal arbitrations from regulatory authorities. (Cheng Jian also said, "From 2011 to October 2014, Cui Jun and Cheng Jian jointly managed finance, online banking, and U-Shield. Cui Jun was responsible for investment and research, and Cheng Jian was responsible for fundraising. After 2014, Cui Jun undermined Cheng Jian's rights and privately canceled online banking and U-Shield.")
Cheng Jian also said that he had never seen Cui Jun since August 2018.
China Securities Journal reporter contacted Wang Min, the risk control director of Chuangying Investment, who had just been removed from office. He told reporters, "Cheng Jian privately forged the signature of the legal person on April 15, forged the official seal of Chuangying Investment, the official seal of the legal person, and the special financial seal for financial purposes, and changed the backend password of the company's private equity fund in the China Fund Association, and attempted to use the forged official seal to defraud the company's property and fund property. He has violated the law and colluded with the fired employee Wang Liping to steal the company's website password and source code, and issued false announcements on the website with the forged official seal. The company has now activated the new website."
Therefore, lawyers Zhang Qing and Liang Shaodong, Shanghai Hansheng Law Firm, who have repeatedly defended their rights to Baoyin on behalf of investors, said that Wang Min's "dismissal of Chengjian" on the official official website of the non-Baoyin group has no legal basis: According to the " Company Law of the People's Republic of China ", the source of rights of supervisors is statutory or explicit authorization of the company's articles of association. The appointment and dismissal of supervisors must be resolved by the company's shareholders' meeting and filed and announced to the industrial and commercial administration agency. As of April 23, 2019, the public announcement supervisor of Chuangying Investment was still Cheng Jian.
In addition, regarding this incident, they also stated: First, the dispute over shareholders' equity is not the focus, the focus is that Baoyin after the change must protect the interests of investors and fulfill the promises of the announcement. 2. The company is not the leader’s private property, and if the crime is true, it should be subject to legal sanctions. 3. The cooperation between Baoyin and Xinhua Department Store is beneficial to investors and should be supported. 4. Although it is not clear about the shareholder dispute, Cheng Jian is not a company executive, but as far as the law is concerned, there is no such thing as dismissal. His rights come from equity and performing duties is an obligation.
For this "Rashomon", a reporter from China Securities Journal also tried to contact Cui Jun on WeChat and telephone. But unfortunately, as of press time, it is impossible to contact us.
Although the two sides were in a dispute, Cheng Jian’s team said that if Shanghai Baoyin Chuangying Company could communicate with Xinhua Department Store in a positive way, it would have positive positive significance for investors, and the public security organs’ accountability and recovery of stolen assets will also have significant results in recovering investors’ losses. Cheng Jian has formed a new team after January 4, 2019, establishing a window for customer calls and visits as soon as possible, determining a new office space, and taking customer interests as the first priority in the future, strengthening direct communication with relevant partners such as Wumei Holdings, properly handling Xinhua Department Store equity, and restoring fund valuation and liquidity as soon as possible.
When a reporter from China Securities Journal checked the website of the China Securities Investment Fund Industry Association, he found that Shanghai Baoyin Chuangying is still listed as an abnormal institution. The reason for the abnormality is "failed to update products as required or update them for major matters twice or more times". On November 13, 2015, he was warned and fined by the Ningxia Securities Regulatory Bureau. On July 26, 2016, he was ordered to correct the administrative supervision measures.
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