Tengbang International Control Transfer Suspicion: The New Controller is Shell Company

category:Finance
 Tengbang International Control Transfer Suspicion: The New Controller is Shell Company


Editor | Zeng Fubin

In just two months, Tengbang International (300178.SZ), the former giant of business and tourism, changed its real control rights twice, which led to 19 questions from Shenzhen Stock Exchange. The legality of the change of real control rights was questioned.

Shi Jin, a legal person investing in Dajin and a former actual controller of Tengbang International, said that the current unilateral announcement by the Tengbang Group that the voting rights were entrusted to Chinas science and technology construction industry did not have legal benefits. On September 3, Dajin Investment filed a lawsuit against Tengbang Group and Zhong Yusheng in the Peoples Court of Qianhai Cooperation Zone, Shenzhen, on the grounds of contract disputes. The lawsuit included the arrears of Zhong Yushengs personal debts of 380 million yuan.

Prior to this, Tengbang International has erupted a debt crisis, a large number of customer rights protection, economic litigation, the main business stalled, and fell into the doubts of former actual controller Zhong Yusheng embezzlement of listed company funds.

On August 26, Tengbang International Controlling Shareholders Tengbang Group Co., Ltd. (hereinafter referred to as Tengbang Group) and Zhong Yusheng unilaterally terminated the voting rights commission agreement signed with Shenzhen Dajin Investment Consulting Co., Ltd. (hereinafter referred to as Dajin Investment) and Shijin, and signed a new voting Rights Commission agreement with China Science and Technology Construction Industry.

So far, this controversy, which has been buried in the foreshadows since July, has finally emerged from the undercurrent.

According to the above agreement, Tengbang Group and Zhong Yusheng entrusted their 171 million shares of Tengbang International with the corresponding voting rights to China Science and Technology Construction Industry High-tech Co., Ltd. (hereinafter referred to as China Science and Technology Construction Industry). So far, China Science and Technology Construction Industry will become Tengbang Internationals single largest shareholder with voting rights, and the Administration Bureau of the Chinese Academy of Sciences will become the actual controller of listed companies.

A bulletin and a flirtatious unilateral termination of the trust agreement make Tengbang Internationals control power change ownership. Shijin Investment Legal Person is really hard to understand this operation.

I also learned about the termination of the contract through the announcement disclosed by the listed company. Before that, Tengbang Group and Zhong Yusheng did not inform us of the termination of the contract in any form. Shi Jin said.

According to the Voting Rights Entrustment Agreement signed before, Tengbang Group and Zhong Yusheng can not unilaterally terminate the entrustment without reason. Shi Jin said that the voting rights entrusted by Dajin Investment and Tengbang Group had a complete notarization procedure. At present, Tengbang Groups unilateral announcement that the voting rights were entrusted to China Science and Technology Construction Industry did not have legal benefits.

Since 2018, agreement transfer and Voting Rights Commission have become new shell control of A shares. Because of their low cost and easy operation, shell buyers are eager to use these two methods, while shell sellers are eager to solve their financial problems, and both sides are making their own calculations.

Previously, * ST quasi-oil (002207.SZ), China Cloud Network (002306.SZ) and Shenkai Shares (002278.SZ) were all involved in the contest for control rights because of the voting rights entrusted by major shareholders. In the above cases, the legal effect of the irrevocable clause inevitably becomes the focus of controversy.

Interface reporters learned that on September 3, Shijin and Dajin invested in Tengbang Group and Zhong Yusheng to the Peoples Court of the Qianhai Cooperation Zone in Shenzhen on the grounds of contract disputes. The lawsuit also included Zhong Yushengs arrears of 380 million yuan.

On the evening of August 27, the Shenzhen Stock Exchange issued a letter of concern to Tengbang International on the issue of voting rights entrustment, requesting to explain the reason and rationality of the unilateral revocation of the Agreement on Voting Rights Entrustment signed by Tengbang Group and Zhong Yusheng with Dajin Investment, and whether Tengbang Group and Zhong Yusheng violated the above agreement without formal rescission. In contrast to the stipulation in the agreement, within the time limit of entrustment, the principal shall not entrust any third party other than the principal to exercise the right of entrustment.

In addition, Tengbang Group, Zhong Yusheng, Dajin Investment and Shijin signed a Supplementary Agreement to clarify the obligations of both sides in the corporate governance of listed companies, but the listed companies did not disclose the Supplementary Agreement at that time. Recently, many investors complained to Shenzhen Stock Exchange that Tengbang Group violated relevant agreements. Shenzhen Stock Exchange urged listed companies to disclose relevant agreements. On 29 August, the above Supplementary Agreement was finally made public.

In this regard, the Shenzhen Stock Exchange requires Tengbang International to clarify the performance of the rights and obligations agreed upon by the parties to the agreement, including but not limited to the exercise of voting rights at the shareholdersmeeting, and whether the parties to the agreement fail to perform in time.

New Controller is Shell Company

At the beginning of Tengbang Groups announcement that it entrusted voting rights to Dajin Investment, people from Tengbang International Securities Department told the media that in the past year, some problems of Tengbang Group have spread to listed companies, and now it plans to decentralize the business and management of listed companies to Shijin.

In June 2018, Tengbang Group fell into the crisis of three consecutive downgrades in credit rating agencies. The credit rating of Tengbang Group and 17 Tengbang 01 was lowered three times by Sincerity Securities Evaluation Co., Ltd. in credit rating agencies. The main credit rating of Tengbang Group and the credit rating of 17 Tengbang 01 bonds were reduced from AA to BBB and then to CC.

Tengbang Group initially entrusted the voting rights to Dajin Investment. In order to cut the listed company and the group, the group has too much debt and the credit rating is getting lower and lower. The listed company will face the situation of no access to financing, bank debt collection and even loan withdrawal. A person close to the top of Tengbang International told Interface News that Tengbang Group has a total debt of more than 20 billion yuan, which is actually hard to protect itself.

Industry and commerce data show that China Science and Technology Construction Industry was established in November 2018. Its business scope covers technology development, technical consultation, technical services, technology promotion, real estate development, construction project management and so on. The controlling shareholder, China Science Construction Technology Group Co., Ltd., was founded on September 6, 2018. It is a wholly-owned company of the Administration Bureau of the Chinese Academy of Sciences.

According to the relevant Voting Rights Entrustment Agreement, the specific amount of financial support for listed companies by China Science and Technology Construction Industry is not clear, and China Science and Technology Construction Industry requires an annual management fee of 20 million, and will not bear the operating income and loss of Tengbang International.

According to people familiar with the situation, China Technologies Construction is an empty shell company with no operation, no business, no project, no team and no capital, while Tengbang Group and Zhong Yusheng cooperate with the company to stabilize creditors under the guise of China Technologies.

Interface News calls China Science and Technology Construction Industry to check the airline number published in Tianye. Relevant staff members say they will report to the relevant leaders. As of press release, no reply has been received. Reporters then called Tengbang International Secretariat Office and Dong Secretariat Ye Changlin, who were unanswered.

Even though Tengbang Group and Zhong Yusheng had many doubts about their voting rights, they failed to prevent the stock prices of listed companies from rising or falling verbatim.

From Aug. 27 to Aug. 29, Tengbang Internationals share price rose to 7.55 yuan per share for three consecutive trading days. By the end of September 10, Tengbang International closed at 640 yuan per share, down about 45% from its share price five months ago, and its market value had evaporated by about 3.2 billion yuan.

We have the ability to solve the wage problem of all employees in one month and the liquidity problem of the company in two months. We all have specific solutions, but the management power of listed companies has not been transferred, lacking control over the company and the board of directors, and the related funds will not be used to solve the companys problems. Shi Jin said.

Shi Jin said that the Tengbang Group and Zhong Yusheng were eager to publish information on their cooperation with Chinas construction industry because of Zhong Yushengs personal interests and had nothing to do with the performance development of listed companies.

In this notification letter, Dajin Investment asked to consult the business and fund-raising use of the audit Tengbang International Small Credit Platform, Shenzhen Qianhai Finance & Exchange Small Loan Co., Ltd. (hereinafter referred to as Finance & Exchange), to clarify the doubts faced by listed companies. The notice is also copied to Shenzhen Securities Regulatory Bureau and Shenzhen Stock Exchange.

Accelerated collapse of capital chain

According to Interface News, Tengbang International has experienced liquidity crisis since the end of 2018. A large number of creditors have filed lawsuits against Tengbang International and its controlling shareholders, Tengbang Group and original accuser Zhong Yusheng, demanding that the property of listed companies and Tengbang Group be preserved before the lawsuit totals about 512 million yuan.

Since April, Tengbang Internationals capital chain has been accelerating its collapse. As of August 20, 45 bank accounts of Tengbang International were frozen, with a total of 18.48 million yuan frozen.

A person close to senior Tengbang International told Interface News that since August 2018, Tengbang International has been unable to pay up to 16 million yuan a month in bank interest, facing many banksdebt collection, loan withdrawal and even being sued. The funds on the companys books break down the East Wall to make up the West Wall, and even owe employees salaries for four months. In addition, all subsidiaries of listed companies engaged in ticket agency business have been suspended and can not contribute to the profits of the parent company. ?

In the first half of 2019, Tengbang Internationals net revenue declined, reaching a total revenue of 2.016 billion yuan, down 21.04% from the same period last year; net profit of 33.9408 million yuan, down 114.95% from the same period last year. This is the first time Tengbang International has suffered a large loss in net profit since 2015.

According to the financial report, in the first half of 2019, MFC made only 6.97 million yuan in net profit, a sharp decline of more than 90% compared with the same period last year.

In terms of liabilities, Tengbang Internationals total debts and loans to be repaid in one year up to the first half of 2019 amounted to 3.45 billion yuan, and the total amount of money on the companys books was 771 million yuan.

At the same time, the high proportion of pledge by controlling shareholders has not been alleviated. As of August 23, Tengbang Group and Zhong Yusheng held 152 million shares of listed companies, which accounted for 24.69% of the companys total equity; 152 million shares, which accounted for 24.71% of the companys total equity; 685 million shares of listed companies held by Tengbang Group and Zhong Yusheng were frozen on a waiting basis, which accounted for the companys shares. The number of shares is 399.47%, accounting for 111.14% of the companys total equity.

According to Tengbang Internationals announcement on September 6, Hualian Development Group Co., Ltd., the second largest shareholder of Tengbang International, plans to reduce its holdings of no more than 12.3301 million shares by centralized bidding from October 8, 2019 to April 7, 2020, which accounts for about 2.00% of Tengbang Internationals total share capital and cash in about 80.6389 million shares.

Interface journalists note that since this year, Tengbang Group has entrusted voting rights of listed companies to others for the third time. Behind the entrustment of voting rights, whether Tengbang Group and Zhong Yusheng intend to hide their positions and evade responsibility remains to be revealed.

According to people familiar with the situation, Shenzhen Securities Regulatory Bureau has entered Tengbang International at the end of August to conduct on-site investigation on the large shareholdersoccupancy of funds of listed companies.

Source: Responsible Editor of Interface News: Yang Bin_NF4368