Author丨Ye Hao
Editor丨 Kang Xiao
Produced by Tencent News Xiaoman Studio
"After more than ten years of hard work for Qiu Jiangnan, I not only achieved nothing, but also faced reputational damage and CVC chased like a wolf." On the morning of March 20, Zhang Lan said in an exclusive interview with Tencent News "Deep Net" at her home in Beijing. Zhang Lan is wearing a ponytail, white clothes and white pants, a white shirt with a standing collar and a goose yellow sweater, and despite the recent public pressure of the trust fund being shot down, the whole person still looks good.
Recently, according to media reports, a judgment released by the US District Court on March 3 shows that the dispute between Zhang Lan and European private equity firm CVC Capital Partners (hereinafter referred to as CVC) is still continuing, Zhang Lan owes the other party a total of 142 million US dollars (about 980 million yuan) and its interest, and a New York apartment purchased by Zhang Lan with the family trust fund is also about to be repaid.
The overseas family trust set up by Zhang Lan was broken down and taken over, causing heated discussions. According to a judgment published by the Singapore High Court on 2 November 2022, the court agreed that Zhang Lan's creditor, La Dolce Vita Fine Dining Company Limited (La Dolce Vita Fine Dining Company Limited) set up by CVC, would take over the bank account under the family trust set up by Zhang Lan on the grounds of a series of interventions by Zhang Lan in the trust assets.
Zhang Lan was angry at this series of verdicts, "I have now appealed, and the evidence is well prepared. Zhang Lan told Deep Web, "I don't care about money, I care more about my reputation."
Zhang Lan repeatedly stressed to "Deep Net" that the trust fund incident was not the core of the conflict with CVC, and from the beginning, CVC's purpose was to take away Qiujiangnan for the sake of empty gloves and white wolves, and froze its legitimate income from the sale of Qiujiangnan's equity by falsely accusing Qiujiangnan of financial fraud.
"There is no evidence and verdict to prove that I have committed financial fraud." Zhang Lan told DeepNet, "At the end of 2013, Guan Wenhao and Liang Botao, two heads of CVC Asia, went to Beijing to beg for their cooperation, and before signing the equity transfer agreement, CVC spent 36 million yuan to do due diligence, including the three major accounting firms and Bain & Company; Only six months later, after CVC accused Zhang Lan of financial fraud, it sent KPMG to investigate urgently during the Spring Festival in 2015, but KPMG found no financial problems, and CVC owed KPMG 23 million yuan for this. ”
Zhang Lan did not understand why seven years ago, the trade arbitration institution supported CVC to freeze its trust account of $140 million without any evidence. In Zhang Lan's view, "This debt of 142 million yuan is calculated by capital, and I have not calculated others, so there is no shame." It shows that I did a good job, the pig was fattened, and the wolf naturally came. This is what CVC owes me, I don't owe anyone, how can I bow to the underworld forces. ”
Zhang Lan believes that one of the reasons for the loss of control of Qiujiangnan by CVC is that "Chinese entrepreneurs are immature, Chinese lawyers are immature, and they are bullied by foreign capital." In the cooperation agreement signed with CVC that year, Zhang Lan believed that because she trusted the CFO and the Chinese legal team too much, many big holes were buried, including disputes between the two parties to be resolved in accordance with Hong Kong law.
On March 20, Zhang Lan claimed in a live broadcast, "I don't need the sympathy of others, aren't we just a Chinese company washed in blood?" In Zhang Lan's view, CVC will not satisfy the trust-related assets that have been seized, and will continue to collect debts from it in China by lowering the price of its own assets.
Zhang Lan told "Deep Net": "CVC has washed many Chinese companies in blood, Da Niang dumplings, Zhuhai Zhongfu, including Qiu Jiangnan, for me, not only blood, but also bite and hold on. At that time, the valuation of the acquisition was more than 200 million US dollars, but in fact, I only paid 142 million US dollars, and it was closed not long after the arrival of the account, and the lawsuit has been fought to this day. ”
"Trust breached, stemming from emails from former lawyers"
The advantage of a family trust is that the settlor can isolate risks by relying on the independence of trust assets, so it can avoid the problem of family property division due to business operation risks and marriage risks. Family trusts are also favored by high-net-worth clients because of their risk isolation function. But why did Zhang Lan's offshore family trust fail to play the function of "risk isolation"?
On 2 November 2022, the Singapore High Court issued a judgment in which the judge found that although the two bank accounts existed in the name of SETL, Zhang Lan retained beneficial ownership of the funds therein, and La Dolce Vita Fine Dining Company Limited, as Zhang Lan's creditor, had the right to recourse the funds.
At the same time, the court clarified in the above-mentioned judgment that the actual owner of the funds under the family trust established by Zhang Lan was Zhang Lan, and La Dolce Vita Fine Dining Company Limited, as Zhang Lan's creditor, had the right to recourse the funds.
Zhang Lan told Deepnet, "The reason why the Singapore and other courts ruled that I lost a particularly important piece of evidence was because of a letter from the lawyer she had worked with in Qiujiangnan, the content of which said that Zhang Lan was the beneficiary of this family trust fund, and I was not so stupid, set up the trust fund, and told the lawyer that I was the executor of the trust fund." ”
According to the judgment published by the Singapore High Court, Success Elegant Trust is a family trust established by Zhang Lan for the benefit of her son Wang Xiaofei and his children, and the trust statement date is June 3, 2014.
Protracted struggle
If it weren't for the IPO, Zhang Lan might not have those future grudges with CVC.
In 2008, the financial crisis broke out, and capital began to invest in the catering industry on a large scale in order to avoid cyclical risks. Catering companies such as Quanjude and Xiaofei Sheep have gone public, and Zhang Lan has also begun to seek marriage with capital. In the second half of 2008, CDH Investment acquired a 10.53% stake in Qiujiangnan for the equivalent of 200 million US dollars.
In March 2011, Qiu Jiangnan submitted an application for A-share listing to the China Securities Regulatory Commission. On January 30, 2012, the China Securities Regulatory Commission (CSRC) routinely disclosed that Qiu Jiangnan was prominently listed in the list of IPO applications for termination review. After an unsuccessful A-share listing, Zhang Lan turned to Hong Kong stocks, but the cold current in the market and disagreements over valuation prevented Qiu Jiangnan from rushing to list at the end of 2012.
Zhang Lan told "Deep Net" that the failure of the two listings was more due to the general trend, including the turmoil caused by the relevant policies of the Ministry of Commerce and the VIE structure.
CDH needs the next relay, and CVC is here in due time.
In 2013, under the recommendation of Deutsche Bank and UBS, CVC management hosted a banquet for Zhang Lan at the Four Seasons Hotel in Hong Kong. In August 2013, CVC and Zhang Lan signed an agreement for the first time. Zhang Lan once recalled to Tencent Finance that according to the original agreement, CVC was required to pay the acquisition price in September, but CVC did not pay on time, and after hesitation, Zhang Lan decided to send a letter to terminate the agreement in October.
Later, the enthusiastic attitude of CVC management made Zhang Lan change her mind. Zhang Lan told "Deep Net" that at that time, Liang Botao, the head of CVC Asia, played the emotional card and even offered to give her valuable collectibles.
In April 2014, the two parties jointly announced the marriage, details of which included CVC's 82.7% stake, Zhang Lan's 13.8% stake in the name of Grand Lan Holdings Group (BVI) Limited, and the management of Yujiangnan Company held 3.5%. Zhang Lan continues to serve as the chairman of Qiujiangnan, and works with the CVC team to continue to play an important role in the strategic direction of Qiujiangnan.
But in just half a year, the relationship between the two sides went from love to killing each other, and began to go to court.
In the Spring Festival of 2014, Zhang Lan received her first lawyer's letter and was banned from entering the company; At the third shareholders' meeting in 2014, Zhang Lan was not invited to participate. The point where Zhang Lan's conflict with CVC intensified was that she found that she only held a minority stake in a Cayman shell company, with a registered capital of $10,000, and the equity of the real Qiujiangnan had been pledged.
Zhang Lan told Deep Web: "I only received $142 million, and I was frozen six months later. Previously, Zhang Lan recalled to Tencent Finance's "Prism" in 2017 that CVC set "various conditions, how much more (CVC) will give you after completing the performance, and finally give me more than 100 million (US dollars), less than 200 million." ”
"Without the founding team, how can the management team taken over by CVC develop well?" Zhang Lan claimed.
At the beginning of 2015, the contradiction between the two sides escalated from "moving mouth" to "hands-on". On the seventh night of the first lunar month in 2015, CVC management and lawyers clashed and shoved Zhang Lan in the 16th floor of the Qiujiangnan Office at No. 1 Guanhu International in Beijing, and the police in Yaojiayuan District temporarily calmed the fight.
In March 2015, CVC applied to the Hong Kong court for an asset freezing order on suspicion of transferring company assets, and Zhang Lan's personal assets were frozen.
Explaining the decision on the order, Justice Andrew Chung of Hong Kong's High Court said, "[CVC] has made extremely substantial payments and it is still impossible to know the whereabouts of these payments," according to the Financial Times in March 2015.
During the lawsuit, Zhang Lan's first Hong Kong law firm was canceled by Zhang Lan just a few days after discovering that the law firm had private contacts with Liang Botao, the head of CVC Asia. To this day, Zhang Lan still tells "Deep Net" that the $142 million is the legal money she received.
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