Introduction: Due to combing Zhang Kangyang's business map, it was found that there were 102 companies in which he held 99% of the shares, and 998 companies held indirect shares, of which Suning Xiaodian and Suning Convenience Stores were the mainstays. Although the loss-making Suning Xiaodian was spun off from the Suning Tesco listing system, it does not seem to have been relinquished from control.
Author: Yang Xiujuan
Edit: Tianpeng
Article source: Titanium Media (taimeiti)
Recently, the Hong Kong High Court issued a judgment on a major financial transaction case, the protagonist of which is Zhang Kangyang, the son of Zhang Jindong, the founder of Suning Group. China Construction Bank (Asia) Limited sued Zhang Kangyang for overdue loans and recovered US$225 million in borrowings, or about RMB1.719 billion.
The verdict in this case can be described as a twist and turn. On May 3, 2022, the summons was issued. On June 17, Zhang Kangyang requested that the proceedings be suspended and referred to a mainland court. At the June 23, 2022 hearing, the court said it would continue to hear the summons on July 19 and would not submit any more evidence without the court's permission.
Unexpectedly, one day before the hearing, Zhang Kangyang again issued a summons to submit further evidence in the form of his second confirmation, Suning Group employee and 1 former employee 5 confirmations.
Despite this, in this judgment, Zhang Kangyang still lost the case.
At the scene of the "debt collection" trial, Zhang Kangyang's several "arguments"
The judgment showed that, despite the enormous amount of money in the claim, the substantive facts of the case were not complex.
On August 20, 2020, CCB and Zhang Kangyang signed two guarantees and an inter-creditor agreement for the refinancing transaction of Suning Group's "Suning Xiaodian Project".
In the financing agreement, Great Matrix, a BVI company wholly owned by Zhang Kangyang, received a $165 million loan. On September 25, 2020, Great Matrix issued Notes due 2021 (the "Notes") totalling $85 million.
It is worth mentioning that the loan occurred in the context of the spin-off of Great Matrix from Sunning.com to Suning Smart Life in 2019.
According to the announcement issued by the Sunning.com on July 1, 2019, due to the spin-off of the project, Zhang Kangyang controlled 65% of Suning Smart Life through Great Matrix and Great Momentum Ltd. Zhang Kangyang is a direct shareholder of Suning Xiaodian, a shareholder holding up to 99% of the shares of Nanjing Yunzhixiang Network Technology Co., Ltd.
The loan amount was due on July 5, 2021. After the overdue payment, on July 15, 2021, the two sides held a remote meeting to discuss the default, Suning Group's financial situation and repayment proposals.
However, in the court defense, Zhang Kangyang once found a reason to excuse himself, "It seems that some of the staff involved in the 'project' have been in contact with the bank, and may have forged my signature to represent the company and assist in 'refinancing'." ”
However, the court stated that as part of the refinancing due diligence process, the lawyer had provided CCB with a certified copy of Zhang Kangyang's mainland identity card. After the incident, Zhang Kangyang did not immediately warn the bank and the lawyer on behalf of him, nor did he report the case to the police. And to raise why the staff committed serious crimes without any indication of any benefit.
Most importantly, after the identification of handwriting experts, most of the signatures on the documents involved in the case were signed by Zhang Kangyang himself. Five of the 6 signatures on the copy of the agreement were written by Zhang Kangyang, and the rest of the signatures were electronic copies.
Zhang Kangyang also applied for a stay of the lawsuit, arguing that the two crucial witnesses were located in the mainland, and that Suning's physical business was mainly in the mainland, and the litigation should be conducted in the mainland courts. However, the judge said the financing was negotiated with banks in Hong Kong and also involved lenders outside the Mainland and dismissed the application.
The court held that Zhang Kangyang's company used Hong Kong's mature financial markets to refinance and raised significant funds from entities outside the mainland. Zhang Kangyang argued that "in the matter of Great Matrix, it is only in accordance with the management direction of Suning Group and related departments."
However, the court held that Zhang Kangyang had a significant interest in the loans and notes to refinance Great Matrix's borrowings in the spin-off.
In the end, Zhang Kangyang was ruled to lose the case and needed to repay the US$255 million (about 1.719 billion yuan) loan to China Construction Bank (Asia) Limited.
Dazzling capital manipulations
In the court's judgment, the judge said that Zhang Kangyang, who is a senior executive in Suning Group, has also worked for Morgan Stanley, a large investment bank, and served as president of Inter Milan, describing him as "a sophisticated person".
Zhang Kangyang, the founder and honorary chairman of Suning Tesco, joined Suning in March 2016 and was the president of Suning International Business Development Center, the current director of Suning Tesco, and the chairman of Italy Inter Milan Football Club.
According to the relevant data of the enterprise investigation, Zhang Kangyang is the legal representative of Nanjing Runxian Enterprise Management Center (Limited Partnership). The company is also one of the major investors in Suning Holding Group and Suning Financial Holdings. Zhang Jindong holds a 51% stake in it and Zhang Kangyang holds a 49% stake in it.
In addition, Zhang Kangyang has invested in 5 companies, namely Suning Investment Co., Ltd., Suning Holding Group Co., Ltd., Suning Real Estate Group Co., Ltd., Nanjing Yunzhixiang Network Technology Co., Ltd., and Nanjing Zhongshan International Golf Real Estate Co., Ltd.
From the enterprise check
What is more noteworthy is that Zhang Chaoyang has pledged more than 95% of his equity interests in Nanjing Zhongshan International Golf Real Estate Co., Ltd., Suning Holding Group Co., Ltd., and Nanjing Yunzhixiang Network Technology Co., Ltd. between 2019 and 2021. Nanjing Yunzhixiang Network Technology Co., Ltd. is a wholly-owned shareholder of Suning Convenience Supermarket (Nanjing) Co., Ltd. (Suning Xiaodian).
In addition to the equity pledged by Suning Holding Group Co., Ltd. to Taobao, the other two pledgees, StarLink Commercial Factoring and Suning Intelligent Technology Service Co., Ltd., are related to Suning.
Among them, according to the enterprise investigation, the actual controller of StarLink Commercial Factoring is suspected of Zhang Jindong. The wholly-owned shareholder of Ning Intelligent Technology Service Co., Ltd. is a company registered in Hong Kong called Suning Intelligent Service. The company holds equity stakes in several Suning small shops.
From the enterprise check
Through the enterprise investigation and combing Zhang Kangyang's business map, it was found that there were a total of 102 companies in which he held 99% of the shares, and 998 companies held indirect shares, of which Suning Xiaodian and Suning Convenience Stores were the mainstays.
It is understood that in October 2018, Suning Tesco announced that Suning Xiaodian received a capital increase of 300 million US dollars and was spun off from Suning. On the eve of the divestiture, Suning Xiaodian lost 296 million yuan in the first seven months, with debts reaching 653 million yuan and negative net assets.
In June 2019, Nanjing Yunzhixiang completed the transfer of 100% of the equity of "Suning Xiaodian", and Suning Xiaodian was no longer included in the consolidated statements of Suning Tesco. Suning Smart Life Holding Limited, a shareholding company of Suning Tesco, controls Nanjing Cloud.
Since then, Suning Tesco has held a 35% interest in Suning Xiaodian through Suning International, while Great Matrix and Great Momentum have collectively held a 65% interest in Suning Xiaodian. After this dazzling operation, the loss-making Suning small store was stripped from the Suning Tesco listing system, but it did not seem to be relinquished control, but ran from the pocket of "dad" to the pocket of "son".
From this point of view, Zhang Kangyang's statement at the trial scene that "the directorship and shareholding in Great Matrix are matters decided and arranged by the management of Suning Group" may be true. (The author of this article, Yang Xiujuan, comes from Titanium Media, the Web3 gangster has been authorized by the author, and the Web3 gangster has been published by the Web3 gangster, and the views in the article are the author's views and do not represent the views of the Web3 gangsters.) ）