The investor purchased 79 million yuan of Everbright Trust products, but after making a big profit, his request to pay the proceeds was refused, and the court ruled it
Red Star Capital Bureau reported on October 2 that a suspected listed company Yangdian Technology (301012. SZ), the investor of the actual controller, purchased a family trust product of Everbright Trust with a principal amount of RMB 79 million in 2020, part of which was used to transfer Everbright Trust's strategic placement SMIC (688981. SH).
However, a year later, when investors asked for redemption, Everbright Trust, the trust company as trustee, could not transfer the proceeds of the stock disposal on suspicion of violating state-owned asset supervision and other regulations, and by this time, SMIC's share price had risen from the issue price of 27.46 yuan to about 60 yuan.
Red Star Capital Bureau news, Lanzhou Intermediate People's Court recently disclosed such a dispute case about family trust. The court ruled in the first instance that the trust contract was valid, and Everbright Trust had breached the contract, and should repay the investor's trust interest of RMB 99.62 million and pay corresponding interest.
Data with picture According to Visual China
Everbright Trust: Suspected violation of state-owned assets supervision and other regulations cannot be transferred
Court: Breach of contract has been constituted
According to the judgment documents, on July 6, 2020, a settlor named Tai Liqun (female) signed a contract with Everbright Trust to purchase the Guangxin Guangyao Family No. 215 Family Trust (hereinafter referred to as "Guangyao No. 215").
After the signing of the contract, Tai Liqun paid 79 million yuan of its own funds to the trust property special account of Everbright Trust according to the trust contract, and Everbright Trust carried out two trust wealth management according to Tai Liqun's instructions: part of it was used to purchase the Everbright Trust-Shengyuan Pure Debt Profit Collective Fund Trust Plan (hereinafter referred to as "Shengyuan Tianli"), and the redemption to Tai Liqun has been completed; Another part, which is also the key to the dispute: Everbright Trust accepted the instructions of Tai Liqun to sign a forward transfer contract for stock income rights with Everbright Trust on behalf of Guangyao 215. On July 9, 2021, Tai Liqun paid a price of RMB55,203,300 for the transfer of 1,811,700 shares (income rights) of SMIC held by Everbright Trust, corresponding to RMB27.46 per share.
On November 15, 2021, Everbright Trust sold all the above shares in accordance with Tai Liqun's instructions. On November 18, Tai Liqun sent a letter to Everbright Trust, requesting that the funds obtained after the realization of the shares be distributed to himself. However, after repeated reminders from Tai Liqun, Everbright Trust did not pay Tai Liqun the proceeds of the realization of the relevant shares, which caused a dispute between the two parties.
The court found that as of the date of prosecution, Tai Liqun had traded a total of RMB108 million in the trust account of Everbright Trust after purchasing SMIC shares, and the relevant taxes, other fees and trust floating remuneration arising from the disposal of the shares totaled RMB8,208,500.
Why is it that Everbright Trust is still unwilling to distribute the trust benefits to Tai Liqun after repeated reminders from Tai Liqun, nor does it disclose the management and use of the funds obtained after the realization of the underlying stock?
The reason given by Everbright Trust for refusal was that the proceeds from the disposal of the shares could not be transferred due to suspected violations of state-owned assets supervision and other regulations, and there was a risk that the contract would be invalid, and the corresponding principal could only be returned in the end.
Specifically, Everbright Trust stated that all shareholders of the stock transferor, Everbright Trust, including Everbright Group, Gansu SDIC Group, Gansu Financial Holding Group and Tianshui Finance Bureau, should publicly transfer SMIC's stock income rights as assets of state-owned enterprises according to Article 13 of the Measures for the Supervision and Administration of State-owned Asset Transactions of Enterprises. However, SMIC's stock income rights were not assessed as transferred assets, but were transferred by agreement in a non-public manner, and now Tai Liqun requires that the state-owned assets be paid directly to the special trust account, which also violates the above relevant regulations on appraisal and entering transactions. Accordingly, the assignment contract should be held to be invalid, and therefore the corresponding part of the trust contract should also be held to be invalid.
Everbright Trust said: "According to Article 157 of the Civil Code, after a civil legal act is invalid, the property acquired by the actor as a result of the act shall be returned, so Everbright Trust is only obliged to return the principal of this part of Tai Liqun's investment. ”
However, the court did not support Everbright Trust's claim.
The Lanzhou Intermediate People's Court held that although Everbright Trust is a state-owned associated company, the shares it holds in SMIC are equity interests for trading purposes and do not involve the capital and equity issues of Everbright Trust, so its conduct should be regulated by the Company Law and the Civil Code.
In March this year, the court rendered a judgment, finding that the two contracts (trust contract + stock income right transfer contract) were valid, and Everbright Trust had constituted a breach of contract, and required Everbright Trust to reimburse the plaintiff Tai Liqun Trust Interest of 99.6272 million yuan within 15 days after the judgment came into effect. From January 1, 2022 to January 5, 2022, interest on trust interests will be paid in the overdue period of RMB77,800, and interest will be calculated based on unpaid trust interests from January 6, 2022 to the date of actual payment of trust interests, based on the one-year loan market quotation rate (LPR) announced by the National Interbank Lending Center, which is 3.8%, and the increase of 50% or 5.7%.
According to the calculation of First Finance and Economics, the final return (including overdue) is 99.705 million yuan at a consideration of 55.2033 million yuan, corresponding to a yield of nearly 81%.
The plaintiff is suspected to be the actual controller of the listed company
According to Yicai, a number of public information cross-corroborate that the plaintiff (counterclaim defendant) Tai Liqun in this case may be the actual controller of Yangdian Technology, a company listed on the Growth Enterprise Market, together with Cheng Junming.
Information in the judgment documents shows that Tai Liqun was born on February 12, 1970, and his household registration and current residence are in Nanjing, Jiangsu Province. According to the prospectus of Yangdian Technology, which is also registered in Jiangsu Province, the actual controllers are Cheng Junming and Tai Liqun, which is consistent with the names and characters in the case, of which Tai Liqun, as the actual controller of Yangdian Technology, was born in February 1970.
However, as of now, Yangdian Technology has not publicly responded to this matter.
According to public information, Yangdian Technology, founded in 1993 and listed on the Shenzhen Stock Exchange in June 2021, is a manufacturer of high-efficiency and energy-saving electrical machinery, and its IPO application was accepted by the CSRC in July 2020 and passed the review and approval committee in December of the same year. In the past three years, the company has achieved net profits of 49.0721 million yuan, 51.5545 million yuan and 65.9356 million yuan respectively, and achieved a net profit of -3.586 million yuan in the first half of this year.
Red Star News reporter Xie Yutong
Edited by Yang Cheng