Jiantrust: luoshengmen behind a gas pipeline

 Jiantrust: luoshengmen behind a gas pipeline

With the breaking of the listing of Asian and American energy, the capital chain of gas pipeline partners is becoming increasingly tense. In order to improve its own financial situation, the main partner of Three Gorges gas has to divest the gas pipeline assets and the equity holding platform of Asian American energy, and transfer the management rights to AVIC trust in the form of additional repurchase and real debt.

Finally, the transfer of assets evolved into a dispute between the two sides.

Failure of CBM pipeline

According to insiders, AVIC trust has provided 4 funds for the construction and operation of the Shanxi Duanshi Henan Boai CBM long-distance pipeline, of which two are equity capital increase funds (200 million yuan each, totaling 400 million yuan), and two are from the collective fund trust plan (Tianqi 759 energy industry investment Collective Fund trust plan and Tianxin [2019] No. 12 Collection) established by AVIC trust In the joint venture fund trust plan, the former scale is 220 million yuan, and the latter is the continuation loan of the former, and only 200 million yuan is used for the construction and operation of gas transmission pipeline.

In June 2015, AVIC trust and its subsidiary Shenzhen standard duodan Investment Management Co., Ltd. (hereinafter referred to as standard duodan) and several private enterprises Chongqing Three Gorges gas (Group) Co., Ltd. (hereinafter referred to as Three Gorges gas) and its subsidiary Chongqing Three Gorges Energy Co., Ltd. (hereinafter referred to as Three Gorges energy) and Hengtong (Tianjin) equity investment fund partnership (limited) The partnership (hereinafter referred to as Hengtong fund) and its subsidiaries, Three Gorges International Energy Investment Co., Ltd. (hereinafter referred to as Three Gorges International) and Shanxi Tongyu coalbed methane transmission and Distribution Co., Ltd. (hereinafter referred to as Shanxi Tongyu), signed two capital increase agreements.

The first agreement is that AVIC trust, as an investor, will increase its investment in Three Gorges energy. AVIC trust contributed 200 million yuan, of which 52 million yuan was used as new registered capital and the remaining 142 million yuan as capital accumulation fund. As a result, AVIC trust acquired a 25% stake in tgee. The second agreement is the capital increase of standard duodan, a subsidiary of AVIC trust, to Tongyu, Shanxi, a gas pipeline project company. Standard duodan invested 200 million yuan and acquired 69.33 million shares of Shanxi Tongyu.

At the same time, AVIC trust also signed the trust loan contract of AVIC trust u00b7 Tianqi 759 energy industry investment collective fund trust plan with Three Gorges energy, and issued a trust loan of 220 million yuan to the latter, and later established the above-mentioned collective fund trust plan. The trust loan has a term of two years and matures in June 2017. In early 2018, Three Gorges energy applied for another loan in the name of Shanxi Tongyu, with the amount still 200 million yuan. The trust loan, together with the capital increase of AVIC trust for Three Gorges energy, was eventually used to subscribe for shares of Asia American energy.

However, Asian American energy, which was listed in June 2015, immediately ushered in a breakthrough, and its share price was always below the cost price of Three Gorges energy. Three Gorges energy and its shareholders have to seek the listing of Three Gorges energy.

Based on this consensus. In December 2016, the three main shareholders of Three Gorges energy, namely, Three Gorges gas, AVIC trust and Hengtong fund, agreed to increase the capital of Three Gorges energy for the second time. Taking into account that Shanxi Tongyu is still a high-quality asset, the three also plan to transfer their own shares of the companys shareholders into Three Gorges energy and finally put them into the listed company. However, in the end, only three gorges gas fulfilled the agreement and transferred the equity of Chongqing Zhuo Rong Energy Development Co., Ltd. (hereinafter referred to as Chongqing Zhuo Rong), a shareholder company of Shanxi Tongyu, into Three Gorges energy.

As a result, the Three Gorges gas company lost both the assets of Shanxi Tongyu gas pipeline and the shares of Asian American energy.

In this situation, whose fault is it?

Disputes over asset transfer

These rights include the production and operation of Three Gorges energy and its subordinate enterprises, foreign investment, asset disposal, formulation and modification of rules and regulations, financing, mortgage, pledge, guarantee, entrusted operation, appointment and dismissal of various personnel. However, the equity structure and articles of association of Three Gorges energy are not within the scope of the above rights. At the same time, Hengtong fund and AVIC trust will jointly set up a takeover group to hold all certificates and licenses of tgee and its subsidiaries, and exercise the above-mentioned power of takeover for a period of three years.

According to Three Gorges gas, the companys original intention to transfer the Three Gorges energy management right is to obtain the guarantee of AVIC trust on the new financing, that is, the takeover group as mentioned in the agreement completes the takeover matters agreed in this agreement, and Chongqing Zhuo Rong Energy Development Co., Ltd. and Shenzhen Tongyu Energy Investment Co., Ltd. cooperate with AVIC trust to complete the new financing of 330 million yuanu00b7u00b7u00b7 u00b7u00b7u00b7The transfer of management right does not involve any payment for TGG, so there is no consideration.

In practice, although the Three Gorges gas company has fulfilled the agreement and handed over all the assets to Hengtong fund and AVIC trust, the financing funds agreed by AVIC trust have not been fully in place. In August 2019, after the first loan of 130 million yuan was received, AVIC trust immediately withdrew 70 million yuan without any explanation.

Three Gorges gas believes that the industrial and commercial change of Chongqing Zhuo Rong is against its own real will and should be invalid. Hengtong fund and AVIC trust forced Shanxi Tongyu to be entrusted by Sichuan Mingsheng, which shows that the Three Gorges energy shareholders meeting has lost control over the takeover group, and Hengtong fund and AVIC trust have occupied the company in fact.

In this regard, AVIC trust replied that it had not entrusted Shanxi Tongyu to Sichuan Mingsheng, the two sides had not reached any agreement on the trusteeship, and the trusteeship was not actually operated.

AVIC Trust said at the same time that the company has no relationship with hentong fund.

Unfinished business

Although AVIC Trust said it did not trust Shanxi Tongyu to Sichuan Mingsheng. However, Sichuan Mingshengs involvement in Xiangguan project is undeniable. However, the actual results after intervention are complicated.

On September 16, 2020, the China Securities Regulatory Commission (CSRC) issued the decision on administrative punishment (Yin Xianfeng, Luo Yaqun, Luo Yaqin) ([2020] No. 70) shows that as early as June 2017, someone recommended the pipeline project of Shanxi Tongyu coal bed methane transmission and Distribution Co., Ltd. to the listed company new natural gas (603393. SH), a large shareholder of Sichuan Mingsheng. In August 2017, the actual controller and director of new natural gas, Mr. Ming Yuanyuan, director and executive deputy general manager and chief financial officer Yin Xianfeng, deputy general manager and Secretary of the board of directors Wang met with representatives of shareholders of Tongyu in Shanxi Province for discussion, and mentioned Yamei Energy Holding Co., Ltd. After that, new natural gas began to collect the background information of Shanxi Tongyu and Asian and American energy

After that, in October 2017, new natural gas arranged personnel to visit Shanxi. On October 20, mingyuanming, Yin Xianfeng, Minister of investment Zhang, etc. of new natural gas held a meeting with relevant personnel of new natural gas shareholder Kunwu Jiuding Investment Management Co., Ltd. (hereinafter referred to as Jiuding investment) and securities company to discuss the feasibility, purchase method and cost consideration of purchasing Shanxi Tongyu and Yamei energy. The next day, mingyuanyuan, Yin Xianfeng, Zhang Bingbing, Wang and others held a meeting to preliminarily determine the implementation plan and path of M & A. On October 26, new natural gas held the third quarter business meeting, confirming the merger and acquisition plans of Shanxi Tongyu and Yamei energy. On October 30 and 31, Ming organized Yin Xianfeng, Wang Mou and others to analyze and discuss the plan of purchasing Asian American energy. In May 2018, new natural gas purchased no more than 50.5% of the issued shares of Asia American energy through its wholly-owned subsidiary, Hong Kong Liming Holding Co., Ltd., and finally completed the acquisition.

At the same time, in view of the fact that the trust increased its capital but purchased shares of Asian American energy, AVIC trust introduced: at present, our company has never made any investment in coal-bed methane industry in Shanxi and Henan Province, and has never had business contacts with Asian American energy. There is no reason for us to invest in Asia American energy stock and obtain new gas volume. There is no need for our company to ask for capital increase and borrowing To enter the Three Gorges energy. On the contrary, Three Gorges Gas Co., Ltd. has always had a close upstream and downstream cooperative relationship with Asian American energy, hoping to obtain stable new gas sources by taking shares in Asian American energy. Therefore, it proposed cooperation with our company. Our company will provide funds for its merger and acquisition of shares of Asian American energy, so that it can lock in the upstream gas source and obtain preferential gas price, so as to increase its holding of Asian American energy, and finally master the absolute The purpose of discourse right.

In addition, in response to the Three Gorges energy custody and financing commitment, AVIC Trust said: we have never committed trust loans to Three Gorges energy enterprises. As a financial institution, all projects of our company can only be implemented after being approved by internal decision-making of the company. We are unable to and have never made loan commitments to any related parties of tgee and TGG. On the contrary, Three Gorges gas has been asking our company to continue to provide funds for the reason that the company can not continue to operate and may cause losses due to bankruptcy. Moreover, under the circumstances that Three Gorges energy, Shanxi Tongyu and Tan have failed to fulfill the relevant agreements of all parties, and the business operation cannot be improved, our company has been unable to continue to provide loans to them through the corresponding decision-making approval. Since the takeover group has completed the takeover as agreed in this Agreement and Chongqing Zhuo Rong Energy Development Co., Ltd. and Shenzhen Tongyu Energy Investment Co., Ltd. have completed the new financing of 330 million yuan with AVIC trust, the statement is only a description of the work to be promoted, and is neither a restrictive and obligatory clause nor a commitment made by our company.

As for the transfer of Chongqing Zhuo Rongs equity, AVIC Trust said: the transfer of Chongqing Zhuo Rongs equity by Three Gorges energy has legal shareholders meeting resolution and equity transfer agreement. As one of the shareholders of Three Gorges energy, Three Gorges gas also voted and signed on the resolution of the Three Gorges energy shareholders meeting. The transfer procedure is in compliance with the law and the content is legal. Please read the resolution of the shareholders meeting and the transfer agreement in detail. And the proof of delivery of equity payment. We think that the statement of against the wishes of shareholders by TGG is inappropriate.

Finally, for the trust plan, AVIC Trust said that the relevant trust plan has not yet expired, and the underlying assets are CBM industry assets. Our assets are scarce and the asset value will not be substantially affected by shareholder disputes.