Sanfangxiang group was listed as the executor by the court: performance plummeted, alleged breach of contract

category:Finance
 Sanfangxiang group was listed as the executor by the court: performance plummeted, alleged breach of contract


In recent years, Sanfangxiangs performance is not very clear, and its revenue has declined for many times compared with the same period last year. In addition, Sanfangxiang has been subject to regulatory punishment and case investigation due to the occupation of controlling shareholders funds, violation of information disclosure rules and other issues.

On the afternoon of June 4, the reporter called the Secretary of Sanfangxiang to learn about the implementation of Sanfangxiang group, and the staff receiving the call said that they should report to the leaders and then reply. The reporter then called Sanfangxiang groups official website. The operator said that the number was the sales department. He didnt know what to ask the reporter.

Listed as executor

Sanfangxiang Group Co., Ltd. (hereinafter referred to as Sanfangxiang group) is listed as the executor, and the execution court is Wuxi intermediate peoples court. The filing time is April 29, case No. (2020) S02 No. 185, and the execution object is 195156412.

Sanfangxiang group was founded in 1980 in Sanfangxiang village, Zhouzhuang, Jiangyin, and then reformed. According to the official website, Sanfangxiang group has formed a modern diversified holding group with polyester industry as the core, new chemical materials, polyester film, textile and other industries going hand in hand, covering investment, hotel, international trade as a whole, and multi brand development. It has Sanfangxiang (600370. SH), a listed company on the main board of Shanghai stock market.

At present, Sanfangxiang group holds 54.72% of the equity of Sanfangxiang, which is the controlling shareholder of the listed company; Jiangyin Xingzhou Investment Co., Ltd. (hereinafter referred to as Jiangyin Xingzhou), which holds 27.04% of the equity of Sanfangxiang group, is the largest shareholder of the listed company. Bian xingcai, who holds 50.99% of Jiangyin Xingzhou and 0.06% of Sanfangxiang, is the actual controller of the listed company. Among the top ten shareholders of Sanfangxiang, except Sanfangxiang group, they are all natural persons without institutional shareholders.

The first quarter report of Sanfangxiang this year shows that the shares of listed companies held by Sanfangxiang group have all been pledged.

According to the financial data disclosed in the issuance documents of Sanfangxiang in April this year, by the end of 2019, the parent company of Sanfangxiang group had total assets of 12.2 billion yuan and total liabilities of 6.898 billion yuan. As of the end of 2018, the parent company of Sanfangxiang group has a total asset of 10.228 billion yuan and a total liability of 5.170 billion yuan.

When it was listed as the executor by the court, Sanfangxiang group once occupied a large amount of capital of Hellenization.

Sanfangxiangs reply to the inquiry letter of Shanghai Stock Exchange in August last year revealed that the accumulated amount of Sanfangxiang groups occupation was 29.887 billion yuan, and the ending balance by the end of 2018 was 7.678 billion yuan. Sanfangxiang group and Bian xingcai have promised to clean up the situation of fund occupation before December 31, 2019.

According to the revised version of the transaction report disclosed by Sanfangxiang in April this year, Sanfangxiang group has cleaned up the occupation of non operating funds of Hellenization.

On March 9, 2017, as Sanfangxiang group and its subsidiaries occupied a total of 1.013 billion yuan of non operating funds of the listed company in violation of regulations during the period from 2014 to 2015, and the listed company did not disclose it in accordance with regulations, the person in charge of Sanfangxiang and Sanfangxiang at that time was issued a warning letter by Jiangsu regulatory bureau of CSRC.

In addition, Sanfangxiang group has been involved in a dispute with another Wuxi enterprise over the transfer of shares, and Sanfangxiang group was found to have breached the contract by the court.

According to the civil judgment (2019) Sumin Zhong 1638 issued by Jiangsu Provincial High Court in March this year, Sanfangxiang group and Wuxi Vanke Enterprise Co., Ltd. completed the equity transfer after handling the equity change procedures of Guoxin company on January 17, 2017, but Sanfangxiang group failed to return the transfer price of plot D and its corresponding interest as agreed in the transfer price settlement, which constituted a breach of contract and should bear the corresponding interest Liability for breach of contract, that is, Sanfangxiang group will return the transfer price of 161.64 million yuan to Wuxi Vanke enterprise, and the interest will be calculated at the annual interest rate of 6% from January 19, 2017 to the date of actual payment.

In the second instance, Jiangsu Provincial High Court upheld the original judgment of the first instance, that is, Sanfangxiang group returned the equity transfer price and corresponding interest to Wuxi Vanke Enterprise Co., Ltd.

Poor performance in Sanfangxiang of listed companies frequently subject to regulatory penalties

In terms of operation, the parent company of Sanfangxiang group achieved an operating revenue of 2.675 billion yuan in 2019, an increase of nearly 60% year-on-year, and a net profit of 105 million yuan, a decrease of more than 80% year-on-year.

Sanfangxiang groups Sanfangxiang achieved an operating revenue of 1.041 billion yuan in 2019, a year-on-year decrease of 11.90%; the net profit attributable to the parent company was 54.9334 million yuan, a year-on-year increase of 2.44%.

Financial data shows that the revenue scale of Sanfangxiang has remained stable in recent years, with no significant growth. In 2012-2016 and 2019, the revenue growth rate was negative, that is, the revenue declined year on year.

At this time, Sanfangxiang group tried to inject huge assets into the listed company Sanfangxiang. Jiangsu hailun Petrochemical Co., Ltd. (hailun petrochemical), the subject of the transaction, was originally a wholly-owned subsidiary of Sanfangxiang group and was introduced as a leading enterprise in the bottle grade polyester chip industry.

Since the announcement of the transaction plan in May 2019, it has taken more than one year for Sanfangxiang to reorganize Hellenization, and the draft of reorganization has been revised several times. One of the concerns of the outside world is the disparity between the revenue scale and the asset scale between hailun petrochemical and Sanfangxiang.

By the end of August 2019, the total assets and liabilities of hailun Petrochemical Co., Ltd. were 19.438 billion yuan, 15.645 billion yuan, 1.803 billion yuan and 201 million yuan respectively.

Sanfangxiang group has carried out a series of complex operations in order to put hailun Petrochemical into the listed company.

In the reply to the inquiry letter of Shanghai Stock Exchange in August last year, Sanfangxiang said that through the separation, the vast majority of undistributed profits will be retained in the newly established company Sanlun chemical fiber, which is conducive to protecting the legitimate rights and interests of Sanfangxiang and its small and medium shareholders.

After the separation, Sanfangxiang group increased its capital and transferred its equity to hailun petrochemical.

In July 2019, the registered capital of Hellenic Petrochemical increased from 300 million yuan to 3.1 billion yuan, Sanfangxiang group subscribed 2.586 billion yuan of new registered capital of Hellenic petrochemical in currency, Sanfangxiang international trade subscribed 23.6 million yuan of new registered capital of Hellenic petrochemical in currency and 190.4 million yuan of new registered capital of Hellenic petrochemical in real estate and land use right.

Subsequently, Sanfangxiang group transferred 2.50% shares (corresponding to RMB 77.5 million) and 2.00% shares (corresponding to RMB 62 million) of hailun Petrochemical to Shanghai Youchang enterprise management center (limited partnership) (hereinafter referred to as Shanghai Youchang), Shanghai xiuma enterprise management center (limited partnership) (hereinafter referred to as Shanghai xiuma) and hailun petrochemical As a result, the shareholding structure of Sanfangxiang group was changed to 88.50%, 7%, 2.5% and 2% respectively.

According to new fortune, Yuan Renwei, a shareholder of Shanghai Youchang, has the same name as the actual controller of Jiangsu Furen group, and Zhang Jiankan, a shareholder of Shanghai huma, is the son of Zhang Yuqiang, the actual controller of Zhenshi group and Jushi group.

Sanfangxiang said that in order to optimize the equity structure of Sanfangxiang, it is necessary to transfer the equity of hailun Petrochemical to Shanghai Youchang and Shanghai huma. As a result, the share proportion of Sanfangxiang held by Sanfangxiang group will be significantly increased after the successful reorganization, so investors will be introduced to enhance the liquidity of Sanfangxiangs stock. Sanfangxiang group can actively raise funds by transferring part of hailun Petrochemicals equity as soon as possible Clean up the capital occupation of hailun petrochemical.

After the completion of the above operations, Sanfangxiang plans to acquire 100% of the equity of hailun Petrochemical by issuing shares, and raise supporting funds of no more than 800 million yuan. After the completion of the transaction, the shareholding ratio of Sanfangxiang group and Sanfangxiang international trade will rise to 86.81%. However, in May this year, Sanfangxiang received the decision on disapproving the application of Jiangsu Sanfangxiang Industrial Co., Ltd. for issuing shares to purchase assets and raise supporting funds issued by the CSRC. The M & A and reorganization committee believed that Sanfangxiang did not fully explain and disclose the transaction, which was conducive to improving the financial situation of listed companies and enhancing their sustainable profitability, and was not in line with the listed companies focus on According to the relevant provisions of Article 43 of the measures for the administration of large assets reorganization, the decision not to approve the application for Sanfangxiang to issue shares to purchase assets and raise supporting funds is made. Although it was not approved by the CSRC, Sanfangxiang announced on the same day that it would continue to promote the restructuring of hailun petrochemical. Source: Chen Hequn, editor in charge of Beijing News_ NB12679

After the completion of the above operations, Sanfangxiang plans to acquire 100% of the equity of hailun Petrochemical by issuing shares, and raise supporting funds of no more than 800 million yuan. After the completion of the transaction, the shareholding ratio of Sanfangxiang group and Sanfangxiang international trade will rise to 86.81%.

However, in May this year, Sanfangxiang received the decision on disapproving the application of Jiangsu Sanfangxiang Industrial Co., Ltd. for issuing shares to purchase assets and raise supporting funds issued by the CSRC. The M & A and reorganization committee believed that Sanfangxiang did not fully explain and disclose the transaction, which was conducive to improving the financial situation of listed companies and enhancing their sustainable profitability, and was not in line with the listed companies focus on According to the relevant provisions of Article 43 of the measures for the administration of large assets reorganization, the decision not to approve the application for Sanfangxiang to issue shares to purchase assets and raise supporting funds is made.

Although it was not approved by the CSRC, Sanfangxiang announced on the same day that it would continue to promote the restructuring of hailun petrochemical.