The actual controller planned to transfer control, but the transaction signed "secretly" had not yet been completed, and the huge amount of 1.33 billion yuan of the listed company was transferred away by the "future actual controller". Weitron Co., Ltd. (002308. SZ) failed to give a reasonable explanation, and the stock price fell again on December 26.
In September this year, Jiangxi Xiling Energy Co., Ltd. (hereinafter referred to as "Xiling Energy") signed an agreement with Jiangsu Sunshine Group Co., Ltd. (hereinafter referred to as "Sunshine Group") to acquire the control of the limited partner of Taizhou Zhongshu Wolters Kluwer Equity Investment Partnership (hereinafter referred to as "Zhongshu Wolters Kluwer") through investment within 12 months, and then obtain control of Weichuang shares. Sunshine Group is the indirect controlling shareholder of Zhongshu Wolters Kluwer, which is the controlling shareholder of Weichuang shares.
As a result, Liu Jun, the actual controller of Xiling Energy, has also become the "future actual controller" of Weichuang shares. However, before the deal was completed, Liu Jun began to use the funds of the listed company.
According to the disclosure of Weichuang shares on December 22, from November 1, Liu Jun transferred the company's 1.33 billion yuan of funds in batches through a condominium bank account, "which has not yet been returned". Previously, from September 28 to October 27, Liu Jun had transferred the funds, but returned them on October 31.
The transaction has not yet been completed, Liu Jun has not yet "become the owner", why can the funds of the listed company be quietly swept away? The listed company is not a direct participant in the transaction, how does the capital enter the condominium account? Is such a key information disclosed by Weichuang shares on the intention of the current actual controller?
At the time of the above-mentioned incident, the chairman of Weichuang Co., Ltd., as well as the legal representative, chairman and general manager of the direct major shareholder of Zhongshu Wolters Kluwer, were all Lu Yu, the son of Lu Keping, the actual controller of Sunshine Group. As early as March this year, part of the capital contribution of Zhongshu Wolters Kluwer has been pledged by Monsas and has not yet been released.
On December 23, 79-year-old Lu Keping was just placed on file for investigation on suspicion of violating laws and regulations.
The transferred funds and the quietly pledged equity
Weichuang Co., Ltd. disclosed on the evening of November 25 that Zhang Shuhan, secretary of the board of directors, and Zhang Wendong, independent director, submitted their resignation reports to the board of directors on November 30, and recently received the resignation reports of Wen Jingjing, the head of finance, Gao Zhiping, and Geng Zhijian, the independent directors. After their resignation, the above five persons will no longer hold any positions in the company and its subsidiaries.
On the evening of the 22nd, Weichuang Co., Ltd. disclosed in one breath that the company and the company's proposed acquirer Liu Jun were investigated for suspected violations of laws and regulations, and the business situation was self-examined. The next day, Lu Keping, the actual controller of Sunshine Group, was also filed on suspicion of violating laws and regulations.
Previously, on September 20, Sunshine Group, the controlling shareholder of the limited partner of Taizhou Zhongshu Wolters Kluwer Equity Investment Partnership, signed an agreement with Xiling Energy, which will obtain control of Zhongshu Wolters Kluwer through investment in the next 12 months.
However, the self-investigation found that Liu Jun, the actual controller of Xiling Energy, transferred 1.33 billion yuan of the company's funds to the bank account controlled by him through a condominium bank account from September 28 to October 27, and after returning the full amount on October 31, it was transferred in batches from November 1, and it has not been returned as of the disclosure.
As of the end of September this year, Zhongshu Wolters Kluwer held 219 million shares of Weichuang shares, with a shareholding ratio of 24.22%, making it the largest shareholder. Founded in March 2020 with a registered capital of 1.49 billion yuan, Zhongshu Wolters Kluwer is invested by Monsas (Taizhou) Investment Co., Ltd. (hereinafter referred to as "Taizhou Monsas") and Jiangyin New Guolian Venture Capital Co., Ltd. (hereinafter referred to as "Guolian Venture Capital") with 99.93% and 0.07% respectively. Taizhou Monsas is fully funded by Sunshine Group.
Sunshine Group is not the initial shareholder of Zhongshu Wolters Kluwer and Weitron shares, but from the transfer of equity and capital contributions, the cause of which is the equity transaction of Weichuang shares.
According to the disclosure, in the first quarter of 2020, Beijing Guoxin Zhongshu Investment Management Co., Ltd. (hereinafter referred to as "Guoxin Zhongshu") acquired the above equity of Weichuang Co., Ltd. at a total price of 1.456 billion yuan through the establishment of a limited partnership. In March of the same year, Guoxin Zhongshu and Taizhou Monsas jointly initiated the establishment of Zhongshu Wolters Kluwer. Among them, Guoxin Zhongshu, as a general partner, subscribed and contributed 1 million yuan, accounting for 0.07%; Taizhou Monsas is a limited partner, with a subscribed capital of 1.5 billion yuan, accounting for 99.93%. At that time, the largest shareholder of Taizhou Monsas was Monsas (Shanghai) Enterprise Management Co., Ltd.
In July of the same year, the above-mentioned equity transfer was completed, and Zhongshu Wolters Kluwer became the largest shareholder of Weichuang shares. But a few months later, Taizhou Monsas's shareholding changed. At the end of December 2020, Sunshine Group replaced Shanghai Monsas as the sole shareholder of Taizhou Monsas.
At this time, the partners of Zhongshu Wolters Kluwer are still Guoxin Zhongshu and Taizhou Monsas, and the proportion of capital contribution has not changed. However, due to the change of shareholders, the nature of the enterprise in Taizhou Monsas has changed from a wholly foreign-owned enterprise to a sole proprietorship of a legal person invested or controlled by a non-natural person, and the legal representative has changed from Lu Youyi to Lu Yu.
In the above announcement, Weichuang did not mention the key details such as the participants in the establishment of the condominium account where the funds were transferred, the purpose of the condominium account, and how it was transferred away by Liu Jun, and only said that after Zhang Shuhan and Wen Jingjing resigned, they could not be exempted from the responsibilities they should bear during their performance of their duties.
This is where the doubts arise. As the acquiree, why did Weichuang transfer the funds to the condominium account and co-manage it with Liu Jun? Up to now, the investors of Zhongshu Wolters Kluwer have not changed, and how are the funds transferred away when the transaction has not yet been completed?
Compared with Zhang Shuhan and Wen Jingjing, Lu Yu's role seems to be more critical. According to the data, when the funds were transferred away by Liu Jun from the condominium, the chairman of Weichuang Co., Ltd., the current legal representative, chairman and general manager of Taizhou Hausas, were all Lu Yu, chairman of Weichuang Co., Ltd., and Lu Yu was the son of Lu Keping. Zhang Shuhan and Wen Jingjing were only hired as directors and financial directors on October 13 this year.
The first financial investigation found that as early as the first quarter of this year, the capital contribution of Zhongshu Wolters Kluwer has been fully pledged by Monsas.
According to the available information, on March 21 this year, Mengsas pledged all the 1.489 billion capital contribution of Zhongshu Wolters to Jiangyin Xinqiao Town Investment Co., Ltd. (hereinafter referred to as "Xinqiao Investment"), and the pledge is still valid.
At the same time as Monsas pledged its shares, the managing partner of Zhongshu Wolters Kluwer also changed. On the same day, Jiangyin New Guolian Venture Capital Co., Ltd. (hereinafter referred to as "Guolian Venture Capital") replaced Guoxin Zhongshu as the executive partner of Zhongshu Wolters Kluwer, and held 0.07% of the capital contribution.
According to public information, the registered places of Xinqiao Investment and Guolian Venture Capital are both in Jiangyin, Wuxi, in the same place as Sunshine Group, and the registered places of Xinqiao Investment and Sunshine Group are in Xinqiao Town, Jiangyin City.
However, in addition to the proximity of the place of registration, there is no more information to show that there is a direct connection between Xinqiao Investment and Guolian Venture Capital, but it is certain that both companies have local collective enterprises and state-owned backgrounds. Among them, Xinqiao Investment is 100% owned by Jiangyin Xinqiao Town Industrial Company, which is in charge of Jiangyin Xinqiao Town Government with a 100% investment ratio, and the sole shareholder of Guolian Venture Capital is Jiangyin Xinguolian Group Co., Ltd., which is fully funded by Jiangyin State-owned Assets Supervision and Administration Office.
Similar to Xiling Energy's plan to obtain control of Zhongshu Wolters Kluwer and then acquire Weichuang shares, although the listed company disclosed the change of partners of Zhongshu Wolters Kluwer at the time, it was to mention its equity pledge.
The huge amount of 1.33 billion yuan of Weichuang shares, after entering the condominium account, Liu Jun swiped away, whether it is related to the equity pledge of Zhongshu Wolters Kluwer, it is not yet confirmed. On December 26, Yicai called Weichuang Co., Ltd. and Jiangsu Sunshine Board Secretary on this issue, but they could not be connected.
Who is Liu Jun
According to Weichuang shares, the main body that plans to obtain control of Zhongshu Wolters Kluwer is named "Jiangxi Xiling Energy Co., Ltd." However, in the public inquiry channel, Yicai could not find a company with the exact same name, only one company called "Jiangxi Xiling Energy Co., Ltd.", with a similar name.
According to public information, Jiangxi Xiling Energy was established in 2021, with its main business of electricity and heat production and supply, with a registered capital of 100 million yuan, and its shareholders are Liu Chen and Xu Nengxiang, with shareholding ratios of 80% and 20% respectively, which are not related to Liu Jun on the surface.
But in reality, this company is inextricably linked with "Liu Jun".
Tianyancha information shows that while Xiling Energy in Jiangxi Province serves as the legal representative, executive director, general manager and supervisor respectively, its shareholders Liu Chen and Xu Nengxiang also serve as supervisors and executive directors of Qingkechuang Industrial Group Co., Ltd. (hereinafter referred to as "Qingkechuang Industry") as the legal representative.
The original legal representative of Qingkechuang Industry is "Liu Jun", which is the same name as the actual controller of Xiling Energy, which plans to obtain control of Zhongshu Wolters Kluwer from Sunshine Group.
In December 2019, the equity of Qingkechuang Industrial changed, and Shanghai Jinzhu Digital Technology Co., Ltd. (hereinafter referred to as "Jinzhu Technology") became an 80% shareholder with a capital contribution of 1.6 billion yuan. Jinzhu Technology is also 80% owned by Liu Jun. In April of the following year, Liu Jun was appointed as the legal representative and director of Qingkechuang Industry. In January 2021, the legal representative of Qingkechuang Industry was changed from Liu Jun to Xu Nengxiang.
According to the first financial investigation, the above-mentioned Liu Jun, who once worked in Qingkechuang Innovation, is Liu Jun, a well-known speculator in the A-share market. Before joining Weitron, Liu Jun had become the actual controller or major shareholder of a number of listed companies, including Northeast Electric, Jiai Technology, and ST Busen.
Tianyancha information shows that Liu Jun is the founder of Suzhou Qingkechuang and has served as the director and general manager of Northeast Electric, and the director of Xinda Grease, a delisted company on the New Third Board. Up to now, Liu Jun has worked in as many as 23 companies, many of which are named after "Qingkechuang", and Jiangxi Xiling Energy is also one of the member enterprises of Qingkechuang.
This was also confirmed by the previous announcement of Innovent Grease. The company disclosed in May 2017 that Liu Jun was born in 1984, served as the director and general manager of Northeast Electric, and is currently the executive director of Qingkechuang Industry and the chairman of Suzhou Superior Culture Development Co., Ltd.
At that time, Liu Jun also held 52% of the shares of Changzhou Extraordinary Financial Holding Co., Ltd., and directly and indirectly held shares in Suzhou Qingkechuang Industrial Co., Ltd., Qingkechuang Industrial Co., Ltd., Suzhou Xiangbei Investment Center and other companies.
Jiai Technology and ST Busen also previously disclosed that the actual controller of Qingkechuang is Liu Jun. For example, Jiai Technology announced on May 19, 2020 that its controlling shareholder will be changed to Qingkechuang Industry, and the actual controller will be changed to Liu Jun.
In addition, Liu Jun also cooperates with Zhengwei Group, which is already in trouble. According to the data, Liu Jun currently serves as the legal representative, chairman and general manager of Zhengwei Industrial Investment (Xi'an) Co., Ltd. The 34% shareholder of the Company is Xi'an Qingkechuang Agriculture Co., Ltd. (hereinafter referred to as "Xi'an Qingkechuang"), which is fully funded by Suzhou Qingkechuang Industrial Co., Ltd. (hereinafter referred to as "Suzhou Qingkechuang"), which is 80% owned by Liu Jun.
According to ST Busen's disclosure in January 2018, the purpose of the establishment of Xi'an Qingkechuang is to jointly invest in the establishment of Zhengwei Global R&D Center with Shenzhen Zhengwei (Group) Co., Ltd. and Xi'an Aviation Industry Investment Co., Ltd.
Prefer underperforming stocks
Liu Jun and his companies enter listed companies mainly by transferring equity, and they are quite fond of shell stocks with poor performance. From the earliest Northeast Electric to today's Weichuang shares, their operating methods are highly similar.
According to public disclosure, in December 2015, Suzhou Qingchuang Trading Group Co., Ltd., which is actually controlled by Liu Jun, took over 9.331% of Northeast Electric's shares at a price of 800 million yuan and became the controlling shareholder, and Liu Jun also became the actual controller of Northeast Electric.
The second listed company that Liu Jun intervened in was ST Busen. In January 2018, Beijing Mango Tao Consulting Co., Ltd. and Xi'an Qingkechuang Investment Co., Ltd., which are actually controlled by Liu Jun, acquired 100% of the shares of their shareholders, Shanghai Ruifei Asset Management Partnership, at a total price of 183 million yuan. After the completion of the transfer, the two companies indirectly hold 19.4 million shares of *ST Busen through Shanghai Ruiyu, with a shareholding ratio of 13.86%.
In addition to the above two companies, Liu Jun has also been involved in Jiai Technology. Jiai Technology disclosed in May 2020 that Qingke Chuangye Industry will acquire 174 million shares, accounting for 19.66%, held by Gao Huaixue, the former actual controller of Jiai Technology, at a price of 3.1 yuan per share and a total price of 540 million yuan.
After several delays, the two parties re-signed the contract in January 2021, deciding that the transferee of the equity of Jiai Technology would be changed from Qingkechuang Industrial to its wholly-owned subsidiary, Shanghai Kunzhan Industrial Co., Ltd. (hereinafter referred to as "Kunzhan Industrial"), and the number and price of the transferred shares were reduced to 133 million shares and 412 million yuan respectively. In July of the same year, the equity transfer transaction was completed, and Kunzhan Industrial became the largest shareholder of Jiai Technology, holding 15% of the shares.
Just before the transfer of the transferred shares, Jiai Technology also launched a private placement in May 2021, planning to issue 186 million shares to Shanghai Guxu Industrial Partnership and raise 392 million yuan.
According to the disclosure, the executive partner of Guxu Industrial is Kunzhan Industry, and the limited partner is Qingkechuang Industry. The actual controller of Kunzhan Industry and Guxu Industry is also Liu Jun. If the private placement is successfully completed, Liu Jun will hold a total of 29.80% of the shares of Jiai Technology through the two, but the private placement was not completed later.
Bet on shell stocks
Betting heavily on shell stocks has made Liu Jun very profitable.
According to the disclosure of Northeast Electric, in January 2017, Suzhou Qingchuang transferred 9.331% of the shares held by Northeast Electric to Beijing Haihongyuan Investment Management Co., Ltd. at a price of 1.3 billion yuan. Compared with the initial cost of holding shares, Liu Jun's exit profit was as high as 500 million yuan.
However, the receiver was unable to get out of the way. As of the end of March 2022, Beijing Haihongyuan Investment Management Co., Ltd. still held 81.49 million shares of the company. On May 24 of the same year, Northeast Electric was delisted from the Shenzhen Stock Exchange, and the closing price on the last trading day was only 0.35 yuan.
Although Northeast Electric has made considerable profits, in Jiai Technology, Liu Jun will inevitably repeat the mistakes of others.
At the end of December 2017, ST Busen caused the stock price to plummet continuously due to the leverage of some shareholders. When Liu Jun's company was transferred equity, the stock price of ST Busen was at a stage low. In response to regulatory inquiries at the end of January 2018, Liu Jun and his concerted actors also claimed that the transfer of equity was a deliberate assessment before deciding to seek control of the listed company. But just over a month later, Liu Jun hastily terminated the above-mentioned equity transfer.
Compared with ST Busen, Liu Jun has suffered heavy losses in Jiai Technology, which has been delisted.
Before Liu Jun became a major shareholder, Jiai Technology had fallen into huge losses. From 2020 to 2022, the company's net profit will lose 574 million yuan, 1.02 billion yuan, and 1.04 billion yuan respectively. In 2021 and 2022, after deducting income unrelated to the main business, the operating income will only be 67.72 million yuan and 10.65 million yuan, and the net assets will be -795 million yuan and -1.83 billion yuan.
Before the delisting of Jiai Technology, Liu Jun tried to save himself. In December last year, Shanghai Kunzhan entrusted all the voting rights, proposal rights, and convening rights of shareholders' meetings of all the shares of Jiai Technology to Shandong High-speed Xiangyu Company. But this failed to change the fate of Jiai Technology's delisting.
On April 26 this year, the Shenzhen Stock Exchange made the decision to delist Jiai Technology. On May 30, the stock was officially delisted, and the stock price was only 0.16 yuan on the last trading day. As of the end of March this year, Kunzhan Industrial still held 133 million shares of the company, with a market value of only about 21 million yuan. Compared with the transfer cost, the loss is as high as more than 390 million yuan.
Cash-strapped trading parties
Although there are many companies under his name, the financial strength of the enterprises controlled by Liu Jun may not be strong.
According to ST Busen's disclosure in January 2018, when the equity of Ruiyu Assets was transferred, the cash on the books of Beijing Mango Tao and Xi'an Qingkechuang was only 1.74 million yuan and 7.9 million yuan respectively, and the core financial entity Suzhou Xiangbei Investment Center had 1.02 billion yuan in cash, but its net assets were only 20.6 million yuan.
After entering 2022, many member companies of Qingkechuang have been sued for disputes such as debts and equity transfers.
According to the disclosure of Jiai Technology in September 2022, 13.85 million shares of the company held by Kunzhan Industrial were judicially frozen by the court, and another 46.14 million shares were judicially frozen. Earlier, all 133 million shares of the company held by Kunzhan Industrial have been frozen by the judiciary.
According to the available information, in October 2021, the shareholder of Kunzhan Industrial was changed from Qingkechuang Industry to Shanghai Juhengheng Henggao Enterprise Management Co., Ltd. (hereinafter referred to as "Juhenggao"), and in April this year, Kunzhan Industrial was renamed Shanghai Chenshan Industrial Co., Ltd. (for convenience of expression, hereinafter referred to as Kunzhan Industry).
All kinds of signs show that after the change of shareholders of Kunzhan Industry, there are still connections with Qingke Innovation. In January this year, the company also became a defendant together with Liu Jun, Juheng and other natural and legal persons due to contract disputes. It was not until March this year that Liu Chen served as a supervisor was replaced by Guo Chunling.
In addition to the freezing of the above shares, since 2021, many member companies of Qingke have been involved in a number of lawsuits over private lending, equity transfer, and contract disputes, and there have been more than ten legal disputes in Kunzhan Industry alone.
The available information shows that due to a private lending dispute, three companies, including Juhenggao and Kunzhan Industry, were sued by an investment company in Shanghai as defendants. Up to now, the case has been tried three times, and Juhenggao's 100 million yuan contribution in Kunzhan Industrial has been frozen by the court.
Not long ago, on December 19, in addition, Kunzhan Industry also became the executor together with Jiai Technology, with an execution amount of 158 million yuan.
In addition, Suzhou Qingkechuang Industrial Co., Ltd. (hereinafter referred to as "Suzhou Qingkechuang"), which is directly owned by Liu Jun, has also been involved in litigation many times.
In March 2021, due to a private entrusted financial management dispute with a natural person Cao, the bank deposits in the names of Liu Jun and Suzhou Qingkechuang and other companies were sealed and seized by the court, involving an amount of about 1.09 million yuan. The most recent one was on August 26 of this year.
Liu Jun is heavily indebted, and Sunshine Group's funds may not be abundant. According to Jiangsu Sunshine's disclosure in May this year, as of the end of December 2022, the company's receivables to the related party Jiangsu Sunshine Garment Co., Ltd. reached 1.031 billion yuan, accounting for 86.78%. Among them, the amount exceeding the credit period is 280 million yuan. As of the end of June, the balance of unpaid receivables of Sunshine Valley Service still reached 795 million yuan, accounting for 83.13%.
Sunshine Apparel is a holding subsidiary of Sunshine Group, with a shareholding ratio of 99%, and the other 1% is held by Jiangsu Sunshine Investment Group Co., Ltd., which is also 99% owned by Sunshine Group.
A similar situation has also happened in Weitron shares. On October 30 this year, when the company's board of directors met to review the third quarterly report, director Li Ang voted against it, on the grounds that the company signed procurement contracts with two trading companies in May and August respectively, and paid 310 million yuan and 230 million yuan in advance respectively, and fully recovered them in October. After inquiring about industrial and commercial information, the two trading companies involved are affiliated companies, and the registered capital is low, and the trade amount does not match, the necessity and reasonableness of the company's procurement contract signed with the two trading companies are doubtful, and it is impossible to determine whether there is a situation of occupying the company's funds through advance payment.
Li Ang also mentioned that as of the current board of directors, Weichuang has not submitted supporting materials, but combined with the company's operating characteristics and the analysis of the relevant information provided, it is more likely that the above-mentioned prepaid funds are capital loans. However, if it is indeed funding, it should not be reported in the "prepayment" item in the third quarter. If the above-mentioned advance payment is indeed an external subsidy or capital loan, it shall be submitted to the board of directors of the company in advance for review and disclosure in accordance with the regulations.
In addition, most of the shares of some listed companies held by Sunshine Group have also been pledged. According to the disclosure of Jiangsu Sunshine on September 26 this year, 456 million shares of the 480 million shares held by Sunshine Group and its concerted actors Sun Ningling and Yu Qinfen have been pledged, with a pledge ratio of 95.09%.
Earlier, on July 24, more than 24 million shares held by Sunshine Group and persons acting in concert with Yu Qinfen and Chen Lifen were frozen by the judiciary and waiting to be frozen. At the same time, the total of 512 million shares held by the three parties, accounting for 95.45% of their shares, was also judicially marked. As of September 26, the number of frozen shares was about 23.56 million.