Produced by Phoenix Finance "Market Value Observation"
Wen | Wang Wenjie Zhang Yaxin Editing | Liu Pei
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Core tips:
1. After the Zhong brothers took over the Yicheng information divested by Xinning Logistics, they found that a large number of accounts receivable of Yicheng Information were suspected of fraud, and at present, relevant companies have filed a lawsuit against Yicheng Information contract fraud. Some of the companies involved also confirmed to the Phoenix Finance "Market Value Observation" that Yicheng Information was suspected of contract and official seal fraud.
2. An internal letter from Tan Pingjiang, the former general manager of Yicheng Information, unveiled the falsification of Yicheng Information. The internal letter shows that in 2014, the inflated revenue of Yicheng Information was about 20 million yuan, and from 2016 to the first quarter of 2019, the inflated net profit of Yicheng Information was about 15 million yuan, 20 million yuan, 50 million yuan and 20 million yuan. During this period, the person responsible for the audit of the annual report of Yicheng Information was from Xinning Logistics.
3. Relevant evidence also shows that the fraud of Yicheng Information is accused of systematic fraud instructed by the founder of the listed company and the executive of Yicheng Information. Court testimony from the former executives of Yicheng Information subsidiary even bluntly stated that "I was under the instruction of the chairman of Xinning Logistics and the president of Yicheng Information (fake)."
4. In May 2019, Jingdong Zhenyue, which is controlled by Liu Qiangdong, acquired 29.78 million shares of Xinning Logistics at a price of 376 million yuan through the transfer of agreement. However, according to the statistics of Phoenix Finance's "Market Value Observation", as of August this year, Jingdong Zhenyue has reduced its holdings twice, with a cash amount of about 111 million yuan. Based on this calculation, Jingdong Zhenyue currently has a floating loss of more than 40% on Xinning Logistics, with a floating loss of about 167 million yuan.
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I thought that I spent 600,000 yuan to pick up a bargain, but Zhong Shiwei and Zhong Xiangrui brothers did not expect but accidentally fell into the "trap".
Zhong Brothers, in December 2021, acquired Yicheng Information, a satellite navigation and positioning operation service company from the listed company Xinning Logistics, which was acquired by Xinning Logistics for up to 720 million yuan seven years ago, and was sought after by Sequoia Capital, SoftBank China and Datai Capital and other capital institutions.
It seems that the Zhong brothers, who picked up a big bargain, bought Yicheng Information less than half a year later, but they were bitter. Not only will the 441 million receivables lying on the books not come back, but the brothers will also be saddled with more than 57 million in debt.
Recently, according to the information provided by the whistleblower, the "Market Value Observation" of Phoenix Finance and Economics found that Yicheng Information was indeed suspected of financial fraud by interviewing a number of directors, supervisors and senior members of Xinning Logistics, former managers of Yicheng Information and a large number of companies involved in the case. Among them, the beneficiaries, the former owners of Xinning Logistics, have left the market after cashing out hundreds of millions. At present, Wang Yajun, the founder of Xinning Logistics, has become an untrustworthy person, and Tan Pingjiang, the former general manager of Yicheng Information, is in a state of "missing contact".
Xinning Logistics Factory in Jiangsu Province (Photo provided by the whistleblower)
1, spent 600,000 yuan to buy a company, but saddled with nearly 60 million debts
In December 2021, the Zhong brothers officially took over Yicheng Information. "Mainly because of the huge bad debts of Yicheng Information", Yan Chong, the current general manager of Yicheng Information, told Phoenix Finance "Market Value Observation", "The two shareholders believe that there are mobile and Chongqing Jiaoyun, which have the background of state-owned enterprises and local governments, and it is still possible to recover 20%-30% of them." Even if the accounts payable are deducted, there is a surplus, which is still worth fighting, so I bought the company. ”
According to the audit report of Shanghui Accounting Firm (Special General Partnership) disclosed by Xinning Logistics, as of July 31, 2021, the total accounts receivable of Yicheng Information were 441 million yuan, and the total accounts payable were 57.5906 million yuan. Among them, most of the accounts receivable are of a long age, and the company has made provision for bad debts.
Source: Xinning Logistics Announcement
After the completion of the equity transfer, the Zhong brothers began to entrust lawyers to collect the accounts receivable recorded in the contract and audit statements from the client by sending lawyers' letters and prosecutions, "because the main value at that time was accounts receivable with state-owned asset backgrounds, so we first started with the accounts receivable of state-owned enterprises," Yan Chong said.
In June this year, Guizhou Yicheng, a wholly-owned subsidiary of Yicheng Information, sent three lawyers' letters to China Mobile Anshun Branch, involving three contracts: "Smart City Integrated System Technical Service Project Contract", "Xingjianghe National Wetland Park Video Surveillance System Integrated ICT Technology Support Service Contract" and "Smart Tourism Intelligent Integrated System Technical Service Project Contract", with a total receivables of 70.7214 million yuan, and the signing time is displayed as 2018.
However, the reply letter from China Mobile Anshun Branch left the Zhong brothers a little overwhelmed. The reply letter obtained by the "Market Value Observation" of Phoenix Finance shows that after verification by China Mobile Anshun Branch, the company has not actually signed these three contracts with Yicheng Information, nor has it paid any money to Yicheng Information, and there is a situation in the relevant contracts that falsify the seal of China Mobile Anshun Branch, and China Mobile Anshun Branch has reported the case to the police.
Coincidentally, in August this year, Yicheng Information entrusted lawyers to Chongqing Long-distance Bus Transportation (Group) Co., Ltd. (hereinafter referred to as "Chongqing Long-Distance") to collect "arrears", which stated that between April 22, 2015 and September 12, 2018, there were 10 "Software Sales Contracts" between Chongqing Long-distance and Yicheng Information, with a total contract amount of 41.5426 million yuan, Chongqing Long-distance has paid 11.0882 million yuan, and 30.4545 million yuan has not been repaid.
However, Chongqing's long-distance reply letter was even more surprising, and the reply letter provided by the whistleblower showed that Chongqing long-distance denied signing the 10 contracts, and pointed out that the official seals in some contracts were inconsistent with the official seals of the enterprise. Not only that, Chongqing Long-distance also found Chen Dan, the manager of Chongqing Yicheng, a subsidiary of Yicheng Information, and after verification, Chen Dan also denied the authenticity of these 10 contracts.
Yan Chong also told the Phoenix Finance "Market Value Observation" that "according to our preliminary verification to the other party, the above 10 contracts are fake." In addition, Yan Chong also revealed: "State-owned enterprises, local government enterprises and other large accounts receivable have more than 200 million, almost all of them are confirmed to be fake, and from the current situation, 441 million yuan of accounts receivable are likely to be fake." ”
Regarding the reply letter of Chongqing Long-distance, Phoenix Finance and Economics "Market Value Observation" contacted the legal department of Chongqing Jiaoyun (Chongqing Long-distance parent company), and the other party said that it did find that the contract and official seal of Chongqing Yicheng were fraudulent, and the two sides are still in communication.
The whistleblower also told the Phoenix Finance "Market Value Observation" that the investigators of the CSRC investigated the contracts and financial accounts of Chongqing Yicheng from September 19 to September 23, and visited the subordinate of Chongqing Jiaotong Investment Group, Changyun, Gongyun and Wanzhou Passenger Transport.
In addition, the Phoenix Finance "Market Value Observation" learned that the stock exchange also conducted a telephone verification of the Zhong brothers' report of Yicheng information.
What makes the Zhong brothers most helpless is that even if the accounts receivable are fake, the accounts payable of more than 57 million are real. "That's the equivalent of spending $600,000 on a bunch of debts. If it is only 600,000 yuan, we will admit it, but we really can't carry the pot of more than 57 million yuan in debt. ”
After discovering the fake contract, the Zhong brothers tried to communicate with Xinning Logistics, but things did not go well. In the end, the two had no choice but to report the financial fraud of Yicheng Information to the Securities Regulatory Commission.
2. An internal letter from an executive exposing itself as a fraud shocked the board of directors
Why does Yicheng Information have financial fraud?
According to the official website, Yicheng Information, founded in 2003, is a high-tech enterprise focusing on intelligent transportation, intelligent logistics, and smart city, with a registered capital of 100 million yuan, focusing on technology research and development, product development, business applications, technical services, etc., and the founder and chairman are named Zeng Zhuo.
Yicheng information has been favored in the capital market. According to Tianyancha, before the "marriage" with Xinning Logistics, Yicheng Information has completed three rounds of financing. Among them, in 2010, Yicheng Information was invested by Sequoia Capital for 40 million yuan and completed a round of financing; Two years later, it completed a Series B financing of 55 million yuan, with investors including SoftBank China Capital and Datai Capital; In 2013, the Series C financing was completed quickly.
The performance of Yicheng information disclosure in the early years seems to be good. From 2012 to the first half of 2014, Yicheng Information achieved revenue of 106 million yuan, 173 million yuan and 0.79 billion yuan respectively, and the net profit attributable to the mother in the same period was 17.6799 million yuan, 22.5254 million yuan and 2.8341 million yuan, respectively; from 2012 to the first half of 2014, the asset-liability ratio of Yicheng Information was 26.05%, 33.21% and 33.85%, respectively, while the asset-liability ratio in the industry at that time was 33.07%.
Yicheng information performance in previous years (source: Xinning logistics announcement)
With the endorsement of star capital, beautiful financial data and high-tech concepts, in December 2014, Yicheng Information became the target company of Xinning Logistics' acquisition.
At that time, the acquisition plan was that Xinning Logistics would acquire all the shares of Yicheng Information by issuing new shares.
It is worth noting that the appraisal price of the net book assets of Yicheng Information at the time of the acquisition was 163 million yuan, while the transaction consideration of the acquisition was 720 million yuan, which increased by 342.77% over the book value.
The high-premium acquisition plan also shows that executives such as Zeng Zhuo and Luo Juan (Tan Pingjiang's spouse) of Yicheng Information must make performance commitments: the net profit after deduction of non-profit from 2014 to 2017 is not less than 36.5564 million yuan, 48.9853 million yuan, 71.3046 million yuan and 90.3722 million yuan, respectively.
In order to complete the betting commitment, Yicheng Information embarked on a road of financial fraud desperately.
In 2020, an internal letter from Tan Pingjiang, the former general manager of Yicheng Information, unveiled the falsification of Yicheng Information.
The internal letter shows that in 2014, Xinning Logistics inflated its revenue by about 20 million yuan when it acquired and reorganized Yicheng Information, there was financial fraud in the additional issuance and merger in 2015, and there was financial fraud and arbitrage in 2016; The 2016 annual report inflated the net profit through Yicheng Information by about 15 million yuan, the 2017 annual report and the 2018 annual report inflated the net profit through Yicheng Information of about 20 million yuan and 50 million yuan, respectively, and the net profit inflated by Yicheng Information in the first quarter of 2019 was about 20 million yuan.
The letter also said that from the beginning of 2016 to the end of 2018, Xinning Logistics sent Ni Changfu as the executive vice president of Yicheng Information, "fully responsible for the annual report audit work from 2016 to 2018, and Ni Changfu designed the inflated revenue and profit and provided false financial reports." ”
It is worth noting that the date of payment of the internal letter is October 8, 2020. At least two insiders told Phoenix Finance's Market Value Watch that the board had received the internal letter. At the same time, the relevant directors have tried to seek confirmation from Tan Jiangping, but Tan has been in a state of disconnection.
Phoenix Finance "Market Value Observation" has also tried to contact Tan Pingjiang many times, but Tan Pingjiang has cancelled his usual work phone number. However, Ni Changfu replied, "The content of the internal letter is untrue, I am a part-time worker, and many things are inconvenient to say."
It is worth mentioning that the financial fraud of Yicheng Information does not seem to be just one or two.
According to the judgment and trial transcripts obtained by Phoenix Finance and Economics "Market Value Observation", the plaintiff Guizhou Yicheng Traffic Information Co., Ltd. (hereinafter referred to as "Guizhou Yicheng") and the defendant Guizhou Changxing Road Information Technology Service Co., Ltd. (hereinafter referred to as "Guizhou Changxing") signed the "Guiyang Taxi Body Comprehensive Media Advertising Resources Operation Contracting Agreement", "Supplementary Agreement" and "Guiyang Advertising Resources Contracting and Operation Contract Supplementary Agreement" from June to August 2019. Guizhou Yicheng hoped that the defendant would pay 5.2638 million yuan in contracted operating expenses and 4.3454 million yuan in liquidated damages, and pay compensation fees of 1.475 million yuan.
In the course of the trial of the case, Xiang Dun, the former general manager of Guizhou Yicheng, appeared in court and said in court that during his tenure as a legal person of Guizhou Yicheng, the defendant Guizhou Changxing did help Guizhou Yicheng to falsify profit statements, of which there were 7 or 8 cases of profit fraud similar to advertising. Xiang Dun also said that he was under the instruction of Wang Yajun, the former chairman of the superior company (Yicheng Information) and Tan Pingjiang, the president of the company, "Changxing from my understanding is actually the vest company of the plaintiff company", Xiang Dun believes.
Xiang Dun also said that similar contracts of Yicheng Company were signed after being coordinated by the financial department, and there was no specific time for signing. The purpose of these contracts is to inflate profits, "the reason is that from 2015 to 2017, Guizhou Yicheng's parent company Yicheng Information and other companies (Note: Xinning Logistics) signed VAM agreements that required profit support, so these contracts were needed." ”
"From the beginning of its establishment to December 17, 2021, Guizhou Changxing has transferred more than 50 million yuan to Yicheng Company, including loan fund arbitrage, profit fraud, and similar projects proposed by the plaintiff," Xiang Dun said.
In this regard, the court ruled that the authenticity of the contracting agreement between Guizhou Yicheng and Guizhou Changxing was doubtful, and the actual performance was also doubtful, and finally did not support the plaintiff Guizhou Yicheng's claim.
Xiang Dun's claim that the fraud was commissioned by Wang Yajun and Tan Pingjiang, and was similarly verified by a director of Xinning Logistics. The director said that when Xinning Logistics acquired Yicheng Information at a premium of 3 times, some directors did not agree, but the valuation of Xinning Logistics was in a long-term downturn, and it was necessary to introduce high-tech concepts.
In his view, it is very strange that under normal circumstances, there is a VAM agreement, and there is an antagonistic relationship between the acquisition company and the acquired company, but after the acquisition was completed, "after Zeng Zhuo was elected as the vice chairman of Xinning Logistics, Wang Yajun, although still the chairman, became the treasurer, and most of the company's affairs were handed over to Zeng Zhuo and Tan Pingjiang."
For the suspected financial fraud of Yicheng Information, Phoenix Finance "Market Value Observation" also tried to contact Zhang Xiaorong, a partner of accounting firm (an auditor of Yicheng Information Project), but he said that he would not accept interviews and immediately hung up the phone. In addition, the "Market Value Observation" of Phoenix Finance also asked a number of directors and executives of Xinning Logistics for verification, and some executives said that "the company has indeed received a lawyer's letter about the financial fraud of Yicheng Information", and the content of the lawyer's letter was revealed that "it is currently under verification".
3, the major shareholders cashed out 400 million, and Jingdong floated more than 40% of the meat to escape
Xinning Logistics, which has been in a downturn for a long time, has seen its share price rise more than 6 times in more than a year after the acquisition of Yicheng Information.
It was also during this period that Wang Yajun, the original actual controller of Xinning Logistics, began to take the initiative to reduce his holdings. According to the statistics of Phoenix Finance "Market Value Observation", from the beginning of 2014 to the end of 2017 (during the VAM agreement), Wang Yajun accumulated a reduction in cash of 234 million yuan. After 2017, Wang Yajun reduced his holdings by another 58.1359 million yuan through the holding Guangzhou Chenggong and Nantong Jinrong Investment Center (limited partnership).
At the same time, Zeng Zhuo, then chairman of Yicheng Information, also reduced his holdings by 156 million yuan during 2016, while Luo Juan, who is also from Yicheng Information, reduced her holdings by 14.6349 million yuan after 2018.
As soon as the betting period passed, the performance of Xinning Logistics also began to "change face". Wind data shows that 2017 was the best year since the listing of Xinning Logistics, with a net profit attributable to the mother of 144 million yuan that year. Since 2018, Xinning Logistics' performance has begun to take a sharp turn.
In 2019, due to the sudden change in the performance of Yicheng Information, Xinning Logistics lost a large loss of 582 million yuan in the whole year. In 2020, Xinning Logistics continued to be dragged down by Yicheng Information, and the loss expanded to 612 million yuan. In 2021, Xinning Logistics still has not come out of the mire of losses, and the annual net profit attributable to the mother is -189 million yuan.
It is worth noting that when the performance of Xinning Logistics fell, there was also a brief appearance of Jingdong.
In May 2019, Xinning Logistics disclosed that Suqian Jingdong Zhenyue Enterprise Management Co., Ltd. (hereinafter referred to as "Jingdong Zhenyue"), which is controlled by Liu Qiangdong, acquired 29.7791 million shares of Xinning Logistics for 376 million yuan, accounting for 10% of the total share capital of the listed company at that time, through the transfer of the agreement, and became the second largest shareholder of Xinning Logistics. By the third quarter of 2020, with the reduction of the original major shareholders of Xinning Logistics, Suzhou Jinrong and Zeng Zhuo, Jingdong Zhenyue became the largest shareholder of Xinning Logistics.
Because the time of Jingdong's entry coincided with the sudden change in Xinning Logistics' performance, the news of "holding hands" with Jingdong at that time also brought a lot of expectations to Xinning Logistics, and this small market value company with no name before also gained a lot of attention due to the blessing of Jingdong.
At that time, the market had speculated that Jingdong Logistics was likely to borrow Xinning Logistics as a whole to go public. According to the past information, it was found that after JD.com entered the game, it did take this listed company with high hopes seriously.
In October 2019, Zeng Zhuo and Zhang Yu, who are also Wang Yajun, resigned as directors, and Wang Zhenhui and Fu Bing, nominated by Jingdong Zhenyue, entered the board of directors. These two representatives of the Jingdong Department are of extremely high rank, of which Wang Zhenhui is the CEO of Jingdong Logistics Group and reports directly to Liu Qiangdong, while Fu Bing is the vice president of Jingdong Group. For the two heavyweights, the outside world has interpreted that Jingdong Department has begun to participate in the daily operation and decision-making of Xinning Logistics.
However, what is unexpected is that in the change of the board of directors of Xinning Logistics in March 2020, Wang Zhenhui and Fu Bing disappeared from the list of directors, and the directors of Jingdong Department were replaced by Yang Haifeng and He Wenming, although the latter two still belong to the Jingdong Department, but their positions are not as good as Wang Zhenhui and Fu Bing.
Curiously, 9 months later, Wang Zhenhui flashed away from JD.com. There is speculation from the outside world: Why did Wang Zhenhui leave his job during the critical period of JD Logistics' listing? JD.com claimed that Wang Zhenhui left his job for personal reasons. "Wang Zhenhui's out, or affected by this transaction," a former executive of Xinning Logistics told Phoenix Finance "Market Value Observation".
Almost at the same time, Xinning Logistics issued another announcement, and the board of directors elected Yang Haifeng as the chairman of the company's fifth board of directors. At the same time, Xue Ying was appointed as the company's financial director, and Xue Ying served as the head of financial accounting for Jingdong Logistics Group in East China. However, the good times were short-lived, and in January 2021, Yang Haifeng and Xue Ying, who had only been in office for two months, announced their resignation.
A series of character changes show that from the initial high attention to the later interest, JD.com's attitude towards Xinning Logistics is gradually changing. It is also during this period that Xinning Logistics has successively exposed a number of negative events such as false financial data of subsidiaries and disputes over the original controlling shareholders.
Five months later, JD Zhenyue disclosed its plan to reduce its holdings and resolutely left the market. According to the statistics of Phoenix Finance's "Market Value Observation", as of August this year, Jingdong Zhenyue has reduced its holdings twice, with a cash amount of about 111 million yuan. Based on this calculation, Jingdong Zhenyue currently has a floating loss of more than 40% on Xinning Logistics, with a floating loss of about 167 million yuan.
At present, Yicheng Information has been divested by Xinning Logistics, but Xu Feng, director of Shanghai Jiucheng Law Firm, told Phoenix Finance "Market Value Observation" that if the subsidiary has financial fraud, the regulator will pursue responsibility, even if it has divested this part of the assets, the regulator will also pursue the legal responsibility of the listed company. This also means that, at least for now, the road ahead for Xinning Logistics is still unclear.