The aftermath of the 1.5 billion yuan trust case has not yet been resolved, leaving nothing but chicken feathers in the "Germany and Royal Family"

Recently, the listed company Rendong Holdings (002647.SZ) once again mentioned in the announcement that the company was involved in a 1.5 billion yuan trust asset management plan lawsuit, which has had a real impact on the company.

Rendong Holdings’ announcement shows that in June 2020, Shanxi Lucheng Rural Commercial Bank Co., Ltd. (hereinafter referred to as “Lucheng Rural Commercial Bank”) initiated a lawsuit, claiming that it subscribed for 1.5 billion yuan for the establishment of Daye Trust "Daye Trust·Shengxin No. 17 Single Fund Trust Contract", the actual investment of the asset management plan was Jinzhong Yuliang Cereals and Oils Trading Co., Ltd. (hereinafter referred to as "Yuliang Cereals and Oils"), and Yuliang Cereals and Oils failed to repay the loan on time Principal and interest. Lucheng Rural Commercial Bank also alleged that Rendong Holdings provided a guarantee for the asset management plan, so it was also listed as one of the defendants that should bear joint and several liability.

In addition to Yuliang Cereals and Oils and Rendong Holdings, the list of defendants in the above-mentioned lawsuit also includes Detianyu Ecological Technology (Beijing) Co., Ltd. (hereinafter referred to as "Detianyu"), Tianjin Heyou Technology Co., Ltd. (hereinafter referred to as "Tianjin Heyou"), Longyue Industrial Group Co., Ltd. (hereinafter referred to as "Longyue Industrial"), Tian Wenjun, Hao Jiangbo, etc. These companies are actually controlled by Tian Wenjun and Hao Jiangbo. Tian and Hao are husband and wife, and the companies they control are called the "Deyu System."

Capital speculators

“He is very smart.” This was Tian Wenjun’s first impression of Chen Xi (pseudonym). “He has a broad vision and a lot of courage.”

In 2006, Tian Wenjun led the establishment of Zhonghaibo Investment (Beijing) Co., Ltd., with the main investment direction being agricultural trade and agricultural technology. It was later named Detianyu Ecological Technology (Beijing) Co., Ltd., and subsequently, Detian After integrating several local agricultural companies in Jinzhong, Yu established Deyu Agriculture and listed it on the U.S. OTC market.

An article "Building a Leading Enterprise in China's Grain Industry" stated that in 2010, Deyu Agriculture achieved sales revenue of 600 million yuan. Since 2011, the company has invested more than 100 million yuan in construction and production in Pinggu, Beijing. processing base. This is another large-scale production and processing base established after Jinzhong and Quwo in Shanxi, Chengdu and Liangshan in Sichuan regarding the company's layout.

Tian Wenjun, who rarely appears in public, once said that they will continue to establish production bases and grain circulation and trading centers in Jiangsu, Shandong and other provinces. “The company will gradually complete the layout of the grain industry chain across the country, and use this to To build the leading enterprise and the first brand in China’s cereal industry.”

Although listed on OTC, Deyu Agriculture’s profitability has not significantly improved. Its financial report shows that from 2010 to 2014, its net profit fluctuated around US$20 million. Later, the stock price collapsed, and original shareholders and teams such as Tian Wenjun left one after another.

While establishing Deyu Agriculture, Tian Wenjun also established a company called Shanxi Deyufang Innovative Food Co., Ltd. (hereinafter referred to as "Deyufang"). Its main business is cereal beverages and seeks to be independently listed. .

An article in "Jinzhong Evening News" "Deyufang raises funds to "increase power" for small cereals to enter Greater Hong Kong" can give a glimpse of Tian Wenjun's ambition: December 20, 2012, Shanxi Deyufang Innovative Food Co., Ltd. At the Mandarin Oriental Hotel in Hong Kong, the Hong Kong Financing Launch Conference was held.

Deyu Agriculture’s 2011 annual report shows that Deyufang and Longyue Industrial are both owned by Deyu Agriculture and are its domestic subsidiaries controlled through the VIE structure. The so-called VIE stands for "Control by Agreement". According to the agreement, Deyu Agriculture provides business cooperation opportunities to its subsidiaries, but the latter must pay all annual after-tax net profits to Deyu Agriculture.

However, Deyufang failed to fulfill Tian Wenjun’s original long-cherished wish and failed to be listed on the Hong Kong stock market. In 2015, Deyufang (834109.OC) was listed on the New Third Board, and its listing was terminated on January 7, 2020.

In addition to seeking an independent listing, since 2014, the "Deyu Department", which is good at capital operations, began to get involved in the A-share market, and successively took over a number of listed companies with different entities such as Longyue Industrial. After taking control of the company, it can achieve rapid capital operation through external investment or mergers and acquisitions. Later, it will change its main business and then change its name, so that the stock price of the listed company will soar, and then the major shareholders will repeatedly pledge financing.

It is well documented that the "Deyu Department" actually controlled by Tian Wenjun and his wife Hao Jiangbo has at least once owned Qixing Iron Tower (002359.SZ, now *ST Beixun), Honglei shares (it was renamed "Minsheng Jinke" and is now "Rendong Holdings"). In addition, Ren Yongqing, the actual controller of Gudi Technology (002694.SZ), was Tian Wenjun’s partner.

In December 2014, Longyue Industrial, controlled by the "Deyu Group", acquired 18.895 shares of Qixing Tower from Shandong Qixing Group and became the new actual controller. Immediately, Qixing Tower announced a major asset reorganization. On July 2, 2015, Qixing Tower announced a private placement plan, which was planned to be used to acquire 100 shares of Beixing Telecom. After the resumption of trading, the share price of Qixing Tower rose from 6 yuan to 34 yuan, and Longyue Industrial made a profit of nearly 4 billion yuan.

In January 2016, Tianjin Youzi Asset Management Co., Ltd. (hereinafter referred to as "Youzi Asset"), wholly owned by Hao Jiangbo, took over Honglei Shares (002647.SZ) with a similar approach. The 2016 semi-annual report of Honglei Shares shows that as soon as it took over, Youzi Asset pledged all its Honglei shares. After the change of ownership, the company's main business transformed into the extremely popular "Internet Finance", Honglei The share price of the shares soared for a time, and the name was subsequently changed to Minsheng Jinke.

"The essence is 'fried shells'." Chen Xi commented on the operating methods of the "Deyu Department".

The "Deyu Department" has made considerable gains in the capital market. In a well-known wealth ranking list, members of the "Deyu Family" have occupied seats several times, among which Hao Jiangbo once won the title of the richest female merchant in Shanxi. In the local business district, Tian Wenjun is also known as Shanxi's invisible rich man.

Financial "Players"

Beijing Shanxi Merchants Museum is a thematic private museum with the theme of displaying the development history of Shanxi merchants and promoting the spirit of Shanxi merchants. Many rural commercial banks and city commercial banks in Shanxi have set up their offices in Beijing here, and there are many “moral and imperial” figures behind these banks.

In 2011, against the background of a large number of rural credit cooperatives being restructured and city commercial banks increasing their capital and shares, especially in the context of equity transfers, the "Deyu Clan" aggressively invested in local commercial banks.

In 2013, Tian Wenjun was elected as a director of Jinzhong Bank. When his term expired in 2019, he will no longer serve as a director of the bank. Also starting in 2013, the "Deyu Group", represented by Heyou Industrial and Longyue Industrial, intensively invested in more than ten local banks in Shanxi. For example, Heyou Industrial has invested in eight banks including Jinzhong Bank, Yangquan Commercial Bank, Heshun County Guidu Rural Bank, Pingyao County Jinrong Rural Bank, Lucheng Rural Commercial Bank, and Shanxi Yuci Rural Commercial Bank. Most of them are around 7 to 10, and Longyue Industrial also holds shares in some banks.

"It is mainly Heyou Industrial, and the others are affiliated companies." Chen Xi said.

The shareholder of Heyou Industrial is a wholly-owned subsidiary of Horgos Youzi Venture Capital Co., Ltd., which is held by Hao Jiangbo 99%.

Taking a stake in a bank brings great convenience to the capital operation of the "Deyu System", but it also causes great chaos to financial institutions.

In the aforementioned "1.5 billion yuan trust contract dispute", according to Rendong Holdings' response to exchange inquiries, when the contract occurred, the controlling shareholder of Rendong Holdings (Minsheng Jinke) was Tianjin Heyou , the actual controller is Hao Jiangbo, and at the same time, Tian Wenjun and other relevant parties provided guarantees for this. In fact, the "Deyu Department" holds a larger share in Lucheng Rural Commercial Bank.

Qixinbao information shows that Heyou Industrial held by Hao Jiangbo holds 7.92% of the shares of Lucheng Rural Commercial Bank, Longyue Industrial holds 7.5% of the shares of Lucheng Rural Commercial Bank, and another "Deyu" The company holds 9.67% of the shares of Lucheng Rural Commercial Bank, and the three companies collectively hold more than 25% of the shares of Lucheng Rural Commercial Bank.

Obviously, in this 1.5 billion yuan trust contract, the "Deyu Department" simultaneously played three roles: lender, guarantor and borrower.

The "Measures for the Administration of Related Transactions between Commercial Banks and Insiders and Shareholders" clearly stipulates that "commercial banks are not allowed to issue unsecured loans to related parties, and are not allowed to accept the bank's equity as pledge to provide credit."

It is worth noting that in 2018, the controlling rights of Rendong Holdings were transferred from Tianjin Heyou to Rendong Technology, but the listed company did not pay attention to the 1.5 billion yuan during the holding period of the two parties. The guarantee has been publicly disclosed. In July 2019, the controlling stake of Rendong Holdings was transferred to Haidian State-owned Assets Platform. After Rendong Technology obtained the controlling stake, it turned around and transferred part of its Rendong Holdings equity to hold a larger stake in the "Deyu Department" Jinzhong Bank made a pledge with Yangquan Commercial Bank.

Less than half a year after Haidian State-owned Assets took over, Lucheng Rural Commercial Bank filed a lawsuit in court for the trust plan that had expired as early as the first half of 2019.

In this regard, Rendong Holdings, a subsidiary of Haidian State-owned Assets Holdings, denied the relevant situation in the announcement. "It has not contacted or signed the above documents, and there is no relevant sealing process." The announcement stated that the above-mentioned joint liability guarantee matters have not gone through the internal review process of Rendong Holdings, have not been reviewed and approved by Rendong Holdings' board of directors, shareholders' meeting and other statutory processes, and the independent directors have not expressed independent opinions in agreement. Rendong Holdings has never made an announcement. Comply with relevant legal requirements.

First, equity pledges and leveraged financing appear repeatedly. For example, in October 2018, Heyou Industrial pledged 47.5 million shares of Shanxi Lucheng Rural Commercial Bank to Shanxi Shouyang Rural Commercial Bank; in November of that year On the 12th, Heyou Industrial pledged its 50 million shares of Yuci Rural Commercial Bank to Shanxi Zuoquan Rural Commercial Bank, and Yuci Rural Commercial Bank is the second largest shareholder of Shanxi Zuoquan Rural Commercial Bank.

The second phenomenon is that there are as many as dozens of shareholders of "Deyu family" commercial banks, especially natural person shareholders, with capital subscriptions ranging from 100,000 yuan to tens of millions of yuan, among which A rural commercial bank has 10 natural person shareholders who have subscribed 100,000 yuan, and the capital contribution ratio is 0.01. In comparison, although the shareholding ratio of "Deyu Department" is mostly in single digits (up to 10), most of them belong to Some of the top ten even hold multiple shareholder seats. This status quo provides convenience for minority shareholders (shares) to control.

“City commercial banks and rural commercial banks that did not do well are in real difficulties. During the restructuring that year, the equity was dispersed, and the equity was given to natural persons. There were also some issues involving bond conversion, which led to the rural commercial banks. The equity ownership of city commercial banks is extremely complex and confusing, and some rural commercial banks do not have more than 5 or 10 shareholders, which results in the so-called three meetings and one layer of procedures being in name only,” said a financial researcher.

A person familiar with the situation of a shareholder of Lucheng Rural Commercial Bank said that for a period of time, the so-called shareholders’ meeting, decision-making committee, and supervisory committee of Lucheng Rural Commercial Bank were basically in name only.

In February 2019, the Changzhi Banking and Insurance Regulatory Bureau issued administrative penalties and fines to Lucheng Rural Commercial Bank due to "the credit granted to major shareholders and related parties of a single household exceeded the regulatory limit, and the purpose of the loan did not match the actual purpose." 500,000 yuan and ordered to investigate the liability.

"After the restructuring of small and medium-sized banks, management is not standardized enough, and some commercial banks will have problems such as insider control and major shareholders being offside." Chen Xi said. This actually gives "players" like the "Deyu Department" an opportunity to take advantage of.

The aftermath

In response to the above-mentioned 1.5 billion yuan guarantee lawsuit, Rendong Holdings denied it and said it had reported the case to the public security agency. However, the latest developments in the case have not yet been seen.

However, the lawsuit has had a clear impact on listed companies: Rendong Holdings stated in its initial announcement that the lawsuit would have "uncertain impact on the company's current or subsequent profits." ", and in the recent announcement, it was stated directly, "As of now, the court has not made a ruling, which will have a negative impact on the company's credit and affect the company's financing to a certain extent."

The impact goes far beyond that. This case reflects the various chaos in the development of rural commercial banks and city commercial banks.

"The emergence of these problems is not unrelated to the restructuring of rural credit cooperatives." Huang Dazhi, a senior researcher at Suning Financial Research Institute, believes.

In 2003, the State Council issued the "Notice on Deepening the Pilot Plan for Reform of Rural Credit Cooperatives" to encourage qualified regions to transform rural credit cooperatives into joint-stock commercial banks. The China Banking Regulatory Commission has also begun to formulate a series of regulatory documents to regulate.

After a wave of pilot projects and rural credit cooperatives mergers and acquisitions, in 2011, the China Banking Regulatory Commission announced that it would no longer establish new rural credit cooperatives and rural cooperative banks, completely cancel qualified stocks, and gradually reorganize qualified rural credit cooperatives into rural credit cooperatives. Commercial banks and rural cooperative banks must all be reorganized into rural commercial banks.

Also from this year, the number of "independent legal persons" rural commercial banks increased. In the model adopted by some local rural credit systems, they have "management, guidance, coordination, and service functions." The contradiction between the provincial federation and the "small legal person" has always existed, and even became public for a time.

The person in charge of a relatively mature rural commercial bank believes that the problems that the Provincial Federation is worried about, such as major shareholders coercing the board of directors, mostly occur in rural commercial banks that have "sickly restructured".

Due to historical reasons, the development quality of rural commercial banks varies greatly.

On June 18, the Shanxi Provincial Party Committee held a financial reform work conference and emphasized that risk prevention and control should be combined with financial anti-corruption, serious investigation and handling of corruption issues behind risks, and resolutely dig out "worms" in the financial field. Come out, clean out.

The restructuring of rural commercial banks and the resolution of financial risks have been included as one of the major reforms of the Shanxi Provincial Party Committee in 2020.

Within three days from August 8th to 10th, four city commercial banks in Shanxi successively issued announcements stating that they planned to convene an extraordinary general meeting of shareholders to consider proposals for participation in mergers, reorganizations or new mergers, including Jin Bank. Bank of China and Yangquan Commercial Bank.

Lucheng Rural Commercial Bank ushered in new management.