China Fund News reporter Nan Shen
In recent years, the turmoil of Xinchao Energy has now exposed the news of the change of control of more than 30 billion yuan of overseas assets, and the matter has occurred as early as the first half of last year, but the company has not seen the announcement for a long time.
On April 16, some media reported that Shenzhen Hongyu, the tenth largest shareholder of Xinchao Energy, revealed that Ningbo Dingliang, a wholly-owned subsidiary of Xinchao Energy, has been transformed from a domestic capital to a Sino-foreign joint venture, and the American Seewave company has obtained the management and control of Xinchao Energy's 33.8 billion yuan assets in the United States through Ningbo Dingliang, and behind Seewave is Liu Ke, the former chairman of Xinchao Energy.
At noon on April 17, Xinchao Energy responded to the China Securities Journal that Seewave is a 100% controlled company of Xinchao Energy, and Xinchao Energy will face a number of debt disputes with large amounts in 2023. In order to avoid the above-mentioned potential risks, the company has made the optimization of the shareholding structure due to the damage caused to 160,000 shareholders. ”
However, for any purpose, the change in the control of overseas subsidiaries, which account for up to 99% of the company's assets, was not disclosed by the company at the first time, nor did it go through the procedures of the board of directors and shareholders' meeting. To this end, the reporter of China Fund News called the company as soon as possible and sent a written interview outline to the company, but as of press time, the company has not replied.
The change in the shareholding structure of important subsidiaries involves the control of overseas assets of 33.8 billion yuan
Xinchao Energy's main business is the exploration, development and sales of oil and gas. At present, the company is in a state of no actual controller, the largest shareholder Ningbo Guojin Sunshine Equity Investment Center holds only 6.39% of the shares, and the second shareholder Beijing Shengbang Kehua holds 5.51% of the shares. The vast majority of the company's assets are overseas, and the 2023 semi-annual report shows that its overseas assets are equivalent to RMB 33.847 billion, accounting for 99.91% of Xinchao Energy's total assets.
According to the announcement on December 30, 2017, the company has carried out a round of integration and adjustment of the overall structure of its overseas subsidiaries.
Specifically, Yantai Yangfan Investment is a wholly-owned subsidiary of Xinchao Energy, the executive partner of Dingliang Huitong (renamed "Ningbo Dingliang" in 2023), and Xinchao Energy is a limited partner of Dingliang Huitong. Xinchao Energy indirectly controls all U.S. oil and gas assets through Yangfan Investment, Dingliang Huitong and Zhejiang Benbao holding 100% of the shares of its U.S. subsidiary, Xinchao US Holdings Company ("Xinchao US").
However, the shareholding structure, which had been maintained for many years, suddenly changed in May 2023.
Tianyancha data shows that on May 11, 2023, Yangfan Investment withdrew from the shareholders of Ningbo Dingliang and was replaced by Surge Energy Capital Holdings Company (hereinafter referred to as "Surge Energy Capital"), and served as the executive partner with a capital contribution of 1 million yuan. As a limited partner, Xinchao Energy still contributes 7.5 billion yuan. The enterprise type of Ningbo Dingliang has also changed from "limited partnership" to "foreign-invested partnership".
Subsequently, just over a month later, on June 11, 2023, Ningbo Dingliang's executive partner changed again, and Surge Energy Capital withdrew and was replaced by Seewave Energy Holdings Company (Seewave Energy), also an American company.
A reporter from China Fund News noted that as an important subsidiary accounting for 99% of the company's assets, the control has continued to change and it has been nearly a year.
The executive partner has more power, and the former chairman of the board of directors is "lurking" behind
An investigation by a reporter from China Fund News found that the controller behind Seewave Energy is actually Liu Ke, the former chairman of Xinchao Energy, who just stepped down as chairman of the company in February 2023 and was replaced by his brother Liu Bin. It is reported that Liu Ke was criminally filed in 2021.
Ke Liu is currently the sole director, chief executive officer and authorized person of Seewave Energy. According to a written agreement issued by the Ningbo Beilun District Municipal Supervision Bureau that Seewave Energy Holdings Company does not convene a special meeting of the board of directors, Liu Ke's specific position is "president and chief executive officer".
According to the partnership agreement filed by Ningbo Dingliang with the Beilun District Municipal Supervision Bureau of Ningbo City, the company made extensive amendments to the original partnership agreement on May 18, 2023, and granted all decision-making rights, management rights, dividend rights and asset disposal rights of Ningbo Dingliang to Surge Energy Capital. Thereafter, on June 20, 2023, Seewave Energy inherited the rights of Surge Energy Capital under the partnership agreement.
According to the partnership agreement, "the general partner Seewave Energy shall serve as the executive partner, and the representative appointed by the executive partner (i.e., Liu Ke) shall be responsible for the specific execution of the partnership affairs" and "the executive partner shall have the right to make independent decisions and implement all partnership affairs, and have full authority to represent the partnership externally, without the consent of the other partners and without the deliberation of the partners' meeting".
In addition, "no partner other than the executive partner shall assist/participate in the execution of the affairs of the partnership, participate in the management or control of the partnership's investment entities, investment business and other activities, transactions and operations carried out in the name of the partnership, nor shall they independently carry out business activities or sign documents or engage in other actions binding the partnership on behalf of the partnership".
Obviously, through the above agreement, Liu Ke can control Ningbo Dingliang through Seewave Energy, and then control Xinchao US through Ningbo Dingliang, and ultimately indirectly control the overseas oil and gas assets accounting for 99.9% of Xinchao Energy's total assets.
Judging from the financial report, the performance of Xinchao Energy is acceptable, and the company will achieve a non-net profit of about 3.7 billion yuan in 2022, and a non-net profit of 1.87 billion yuan in the first three quarters of 2023. As of the end of the third quarter of last year, the company had 158,900 shareholders. As of the close of trading on April 17, the company's share price was 2.75 yuan, and the market value was 18.7 billion yuan.
Editor: Captain
Review: Muyu