Zhang Lan recalled being "calculated" by capital: a Singaporean lawyer is the deadliest

The 980 million yuan "debt collection incident" is putting Zhang Lan on the cusp of public opinion.

According to media reports, a judgment released by the US Federal District Court recently showed that the dispute between Zhang Lan and European private equity firm CVC Capital Partners (hereinafter referred to as CVC) is still continuing, and Zhang Lan owes the other party a total of 142 million US dollars (about 980 million yuan) and its interest.

In fact, Zhang Lan's entanglement with CVC has begun before and after the listing of Qiujiangnan. Up to now, the tug-of-war between the two sides has been going on for nearly a decade.

In April 2014, CVC announced that it had acquired an 83% stake in Zhang Lan's Qiujiangnan for US$300 million. Also in this year, Zhang Lan's family trust shell company Success Elegant Trading Limited was established; On this basis, on June 3, 2014, the offshore trust The Success Elegant Trust was established, with her son Wang Xiaofei and his children as beneficiaries and Asia Trust Limited as custodians.

It is generally believed that the core function of offshore trusts lies in the four words of "risk isolation". However, the overseas family trust previously established by Zhang Lan did not play a role in asset isolation later.

Soon after CVC acquired the equity of Qiujiangnan, a conflict broke out between Zhang Lan and CVC. CVC applied to the Hong Kong court to freeze Zhang Lan's own assets on the grounds of suspected transfer of company assets; Zhang Lan, on the other hand, called the other party a false accusation and that she was "calculated by CVC". The two sides insisted on each other's words, and once went to court.

In November 2022, the judgment document disclosed by the Singapore High Court announced Zhang Lan's overseas trust. The judgment documents published a number of acts that could confirm Zhang Lan's direct intervention in trust assets.

For example, Schwab's internal email indicates that the March 13, 2014, transfer to Credit Suisse was not for tax planning purposes, but to preserve personal assets. And, in the email, Zhang Lan claimed to be the "actual owner of the trust assets" and asked to be "promptly informed of changes in account assets."

In addition, the judgment also mentioned that before the Singapore High Court issued the asset freezing order, Zhang Lan was eager to transfer the assets in the trust account, and the judgment adopted the term "apparent unfettere doperation".

Based on a number of evidences, the judge of the Singapore High Court found that Zhang Lan was the actual owner of the assets in the bank account where the trust was located, and therefore granted the plaintiff's application by CVC to appoint a receiver, which meant that the offshore trust, which originally played the role of asset isolation, was broken.

Until recently, a judgment of the US Federal District Court made Zhang Lan's entanglement with CVC last nearly 10 years once again attract attention. A large number of doubts followed, including "the family trust was set up for risk protection" and "Qiu Jiangnan had financial fraud before it was acquired".

However, in a conversation with the "Cover" column of Phoenix.com, Zhang Lan denied these doubts one by one.

In response to the question that "family trusts are set up for hedging", Zhang Lan denied "risk avoidance" and "transfer of assets", saying that the reason why family trusts were established was for the inheritance of the brand and to pass on the enterprise from generation to generation.

As for the question that "Qiu Jiangnan had committed financial fraud before it was acquired", Zhang Lan also denied it very firmly, "(If someone says that the China Trade Arbitration Commission determines that we are fraudulent), that can be made public." In fact, [the arbitration result] completely denies us the possibility of fraud in any respect. ”

In an interview with Phoenix.com's "Cover", Zhang Lan has always stressed that she has been calculated by capital, saying that CVC has a problem in the Asia-Pacific region, and almost every Asian company that invests in it has been bloodied.

Zhang Lan admitted in the interview that the family trust was broken, but because "when the trust was set up, it was very troublesome, and it was necessary to change the signatory, but the bank dragged on for three months." At this time, the beneficiary wants to buy something, such as buying a house, and the bank says that you must sign it. At that time, I did not understand these professional things, so I did it according to the requirements of the bank. ”

Zhang Lan also specifically mentioned the role of the lawyer he hired in Singapore in the family trust breakdown incident - in fact, he has won the case in Hong Kong, but in Singapore, the financial receiver is Singaporean, he has been issuing false testimony, perjury, trying everything to find evidence to penetrate himself, and finally this lawyer's letter is very fatal.

Response to CVC's debt collection of 980 million: will appeal to the court again, materials have been submitted

In the live broadcast, Zhang Lan once again responded to being "chased for debts" by CVC. Zhang Lan said that she was calculated by capital and will appeal to the court again to continue to fight the lawsuit, the evidence is very well prepared, and the materials have been submitted.

"In the past seven years, I feel that Chinese enterprises are still vulnerable groups in the world, especially in the judicial field, the new policy side, and the lawyer side. I also hope that future Chinese entrepreneurs can learn this painful lesson from me. Zhang Lan said.

Zhang Lan said that the game between herself and CVC is not over. "This wolf won't let you go, don't you still have a little bone scum? It will also come to the country to devour you. I am ready, I have a clear conscience, I will not be afraid, some people are afraid because they have something wrong. Zhang Lan said.

Zhang Lan believes that after so many years of hard work, his first nine lives are gone, but he is ready for "ten lives". Because for more than 60 years, I have a clear conscience. Some people say, "Throw mud on Zhang Lan, Zhang Lan will plant lotus flowers on it, and this person will become greater and greater the more he picks up."

CVC has almost "bloodbathed" businesses throughout Asia

Zhang Lan also mentioned the reason for cooperating with CVC that year. Zhang Lan revealed that when Qiu Jiangnan went to Hong Kong to list, it needed cornerstone investors, and the investment bank also recommended more than 100 cornerstone investors at that time, including CVC. CVC was chosen because CVC was more radical than other cornerstone investors, and they visited the company in person and impressed the entire team. Moreover, CVC is a long-established European private equity fund with certain international influence.

Zhang Lan said that he believes that CVC is an old private equity fund, and its headquarters has no problems, but its Asia-Pacific business has a problem, because now its entire Asia-Pacific investment business has basically withdrawn. "CVC has almost bloodbathed Asia-Pacific companies, just as it has bloodbathed Jiangnan." Zhang Lan said.

Revealing family trusts are broken: Singapore lawyers are deadliest

According to media reports, in order to recover the debt, CVC targeted Zhang Lan's family trust. According to the judgment documents disclosed by the Singapore High Court, the Singapore High Court judge found that Zhang Lan was the beneficial owner of the assets in the bank account where her offshore family trust was located, and therefore granted CVC's application to appoint a receiver. This also means that Zhang Lan's creditor, CVC, can apply for corresponding enforcement measures against the funds.

The so-called "offshore family trust" simply means that a resident of a country establishes a family trust in other countries or regions outside the country, such as the British Virgin Islands and the Cayman Islands. Offshore family trusts can avoid the problem of wealth division due to business operation risks and marriage risks. Its core function lies in the four words of "risk isolation".

So, why did Zhang Lan's offshore family trust not play the role of "risk isolation" and was broken down? In the live broadcast, Zhang Lan explained this problem. According to Zhang Lan's recollection, when the trust was first established, it was particularly troublesome, and it was necessary to change the signatory, but the bank delayed for three months. At this time, the beneficiary wants to buy something, such as buying a house, and the bank says that you must sign it. At that time, I did not understand these professional things, so I did it according to the requirements of the bank.

Zhang Lan also said that CVC also had fraud and dug a lot of holes for itself from the beginning. Zhang Lan pointed out that there is still a big difference between international law and domestic law, no matter how wronged you are, as long as you sign it, it will be different.

"I only had my first temporary deal in 2014, and CVC said it was 240 million, which was actually a lie. CVC pledged my equity to Merrill Lynch and didn't let me know during the pledge process. Therefore, CVC had the biggest fraud, and through various means, the white wolf went to the Hong Kong court to say that I had a verbal error, and was applied by the Hong Kong court for a global asset freeze. Zhang Lan said.

Zhang Lan said that she has not divided a single dividend, has not had a foreign account for more than 30 years, and is dedicated to doing business. According to her, CVC approached one of the world's largest investigative firms to investigate its global assets. Finally, the investigation company issued a report that "this woman is really different, and she has not been found a penny in the world." Investigative firms can only target a few hundred million dollars that CVC has given itself.

"Because they (CVC) put me on the air, saying that I am still the chairman and shareholder, in fact, I have already moved my equity to what Cayman Island, people have capital, very routine, in fact, that equity is completely zero." So while giving money, the CVC also applied for a global asset freeze, which is such a process. This has been repeated for the past 7 years. Zhang Lan said.

In addition, Zhang Lan believes that the most important point of the family trust being broken down is a letter written by an international lawyer she hired at the time, which is the deadliest letter. In fact, he has already won the case in Hong Kong. But in Singapore, the financial receiver is a Singaporean, and he has been giving false testimony, perjury, and doing everything to find evidence to expose you. The last lawyer's letter was fatal.

Why set up an overseas family trust? Zhang Lan: For the brand to be passed on from generation to generation

Some netizens also questioned Zhang Lan's establishment of an overseas family trust, believing that Zhang Lan's purpose at that time was to "avoid risks" and "transfer assets".

In this regard, Zhang Lan also talked about her original intention of establishing an offshore family trust in the live broadcast. She denied that family trusts were set up to "avoid risk" and "transfer assets." "I had to have that risk-averse mindset and I wouldn't do it." Zhang Lan said.

Zhang Lan revealed that one year she went to Europe to take a class, and a foreigner in the class told a case that impressed her. At that time, the man said that a trust must be established, what is the meaning of a trust? It is the enterprise that wants to be evergreen, and it is passed on from generation to generation. The case cited by that person is the Hilton Hotel, the reason why Hilton can inherit to the fourth generation is precisely because of the family trust, which can only get 2 million a month or a year, and they have to hire the best CEO to manage the company.

Zhang Lan said that this inspired her a lot. "I think people are in a hurry, and world-class brands should have a heritage. When they gave me only part of the consideration for my shares, I immediately thought of this, and I said that I would set up a trust and pass it on from generation to generation, and the business from generation to generation. ”

Zhang Lan said that even if she loses the lawsuit this time, it doesn't matter if the family trust money is gone, because money is not important to a person. A woman influences three generations, and it is more important for future generations to pass on your virtues and pass on your qualities.

Zhang Lan revealed that Wang Xiaofei is very independent, and he does not care about this family trust fund at all. "He warned me at the time, saying that this [trust] has nothing to do with me, I don't want this." Zhang Lan said.

Denying that Qiu Jiangnan had committed financial fraud, CVC has been delaying and leading to the failure of the listing

According to public information, in 2012 and 2013, Qiujiangnan applied for listing on A-shares and Hong Kong stocks successively, but both were unsuccessful. After the failure of the listing, in April 2014, CVC announced that it would acquire 83% of Zhang Lan's Qiujiangnan stake for US$300 million. According to media reports, CVC later used two shell companies to take away the remaining 13.8% of Zhang Lan's equity.

In the live broadcast, Zhang Lan also revealed some inside stories before and after the listing of Qiujiangnan. Zhang Lan said that in the process of discussing cooperation with CVC, CVC has been trying its best to delay the pace of Qiujiangnan's listing, saying that it will conduct due diligence on the grounds that Qiujiangnan's financial data is fraudulent. At that time, CVC hired three of the Big Four accounting firms to conduct due diligence and Bain Consulting.

The entire due diligence process cost about $36 million. CVC spent a huge amount of money to conduct due diligence on Qiujiangnan, and has been delaying the listing of Qiujiangnan, dragging Qiujiangnan to the point of losing the opportunity to list.

Zhang Lan said that she belongs to the kind of person who pays attention to production, and in other ways is zero. In my own impression, capital is good, all help enterprises, international big capital is better. So in this case, CVC said to enter the financial system of Qiujiangnan. I gave them all the passwords and asked them to check them.

"I'm a very open and rigorous person. From the first day of the establishment of Qiujiangnan, when manual bookkeeping, all the ledgers were in the warehouse, all the way to the system. So it can stand up to the scrutiny of any big audit firm. After the review, they exchanged emails saying that the woman only focuses on operations and does not pay much attention to finances. Zhang Lan said.

Zhang Lan said that although the China International Economic and Trade Arbitration Commission completely denied any fraud in Qiujiangnan, the CVC insisted on a re-audit. Because the three major accounting firms hired by CVC during the due diligence did not issue any proof of fraud.

Zhang Lan revealed that CVC hired a very famous accounting firm at the time and gave a contract of 23 million. During the Spring Festival, the firm's 32 employees went to the warehouse in Shanghai to pick up the accounts again. If there is a little bit of financial problem, they will definitely amplify it because it is holding CVC money. But in the end, the accounting firm gave CVC the result, and CVC was very dissatisfied with it, and the arbitration could not get a single result. So the $23 million contract was not given to this accounting firm.

"At the time it (CVC) wanted to dunk this hat on me because there was fraud that would break through the trust. At that time, we can make the arbitration result public at any time. At that time, the CVC signed a confidentiality agreement, and he was afraid, so he said that the arbitration results could not be made public, and all contracts could not be made public. He is afraid that I am not afraid, but I see that many people have searched on the Internet, and I don't need to make it public, and this result can be searched on the Internet. Zhang Lan said.

CVC once brought 16 black-clad security guards to the company to rob official seals and beat people

In the live broadcast, Zhang Lan mentioned a face-to-face conflict with CVC that year. According to Zhang Lan's recollection, CVC had already emptied itself at that time, but he didn't know it, thinking that he was still the chairman and had equity, so he had to go to work in the company. But he was suddenly informed that Chuqi would not let himself go to work.

"I entered the office, there were 16 black-clad security guards, and suddenly told me that so-and-so is the chairman, you are no longer the chairman, and this chairman's office is not your office. I was confused, I said is it okay if I go in and go to the toilet? They said no. I remember very clearly that they gave me a big heel at once. There were their international and domestic lawyers at the scene, plus more than 30 black-clad security guards. Zhang Lan recalled.

Zhang Lan also revealed: "The company's employees were not allowed to go home the night before, and one of the IT boys cried that his mother was hospitalized, so I rushed over." They (CVC) were in front of my employees, so to speak, beat people, and snatched official seals, saying that they would open all your doors and open all your safes. I said whatever, they started to do it, and I called the police. ”

There is no shame in being calculated by capital, it is a shame if you go to calculate others

In the live broadcast, Zhang Lan also talked about her attitude towards capital. Zhang Lan said that for financial investors, enterprises should still be cautious, and industrial investors are really helping you. There are also good financial investors, and our Chinese investors understand the difficulties of industrialists, and they really help enterprises. This is precisely because CDH's goodness misleads my judgment of CVC.

Zhang Lan pointed out that individual international capital, especially in the Asia-Pacific region, is too greedy. "Using my contract to raise $2 billion in Cook Island, they want to bloodily wash the entire Chinese company, they (individual international capital) pretend to have such a beautiful dream."

Zhang Lan said that now he does not care about the business situation of Qiujiangnan, because capital has "broken its arm". "I don't dwell on the past, the past is gone. If you are calculated, we are not ashamed, you are only ashamed if you calculate others. We have a clear conscience, it is such a mentality. Zhang Lan said.