Text丨Financial Gossip Female Special Author: Iron Horse
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The "battle for control" of Xinchao Energy has been renewed.
Not long ago, Shenzhen Hongyu Business Consulting Co., Ltd., the tenth largest shareholder of Xinchao Energy, held a media conference for investors. The content of the press conference shows that Liu Ke, the former chairman of Xinchao Energy, used 1 million yuan to obtain control of Xinchao Energy's 33.8 billion overseas assets, which attracted attention from many parties for a while.
1.
/ Changes in the control of 33.8 billion foreign assets,
A year later? /
Hongyu Commerce, the tenth largest shareholder of Xinchao Energy, said that on March 4, 2024, Hongyu Business found through the archives of the Market Supervision and Administration Bureau of Beilun District, Ningbo City, that as early as May 5, 2023, Liu Ke, the former chairman of Xinchao Energy, held two 100% shares of Xinchao Energy's domestic company Ningbo Dingliang Enterprise Management Partnership (Limited Partnership) (hereinafter referred to as Ningbo Dingliang, accounting for 79% of the shares of Xinchao Energy America) and Zhejiang Benbao Enterprise Management Co., Ltd. (accounting for 21% of the shares of Xinchao Energy America) of the Company's core assets have been changed from domestic enterprises to Sino-foreign joint ventures.
Tianyancha data shows that on May 11, 2023, Ningbo Dingliang's previous GP, Yantai Yangfan Investment. Withdrew from Ningbo Dingliang shareholders and was replaced by Surge Energy Capital Holdings Company ("Surge Energy Capital") as the executive partner with a capital contribution of RMB 1 million. As a limited partner, Xinchao Energy still contributes 7.5 billion yuan. The type of enterprise of Ningbo Dingliang has also changed from "limited partnership" to "foreign-invested partnership".
It is understood that the transfer amount has not been assessed in any way, and Liu Ke stepped down as the chairman of Xinchao Energy on February 28, 2023, but he is still an executive of various subsidiaries of Xinchao Energy, including the legal representative of Yantai Yangfan, and the transaction is also a related party transaction.
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.
Xinchao Energy responded 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, and Ningbo Dingliang's GP is Yantai Yangfan, and if Yantai Yangfan's equity is subsequently transferred due to debt disputes, it will directly lead to the loss of control of the listed company's oil and gas assets in the United States. 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. ”
In addition, the person in charge of the investment and customs department of Xinchao Energy said that the change of Ningbo Dingliang GP is an internal structure adjustment, and the procedure is legal and compliant. It is an adjustment of the internal structure of the listed company under the same control, and does not involve the disposal of external assets or equity, and the decision-making and operation of the change are legal and compliant.
However, as an important subsidiary accounting for 99% of the assets of the listed company, the control has continued to change and it has been nearly a year, according to the relevant domestic laws and regulations, changes involving major assets should be passed by the board of directors of Xinchao Energy, and the resolution of the general meeting of shareholders should be passed, submitted to the relevant departments for approval, and the official documents after information disclosure can be made in accordance with the internal control system of Xinchao Energy's articles of association, chapter process and procedures.
Some media questioned whether it was compliant that more than 30 billion yuan, accounting for 99% of the company's assets, had changed its important assets, and the listed company did not make an announcement, nor did it perform the procedures of the board of directors and shareholders' meeting, but was made public by the tenth largest shareholder at a media conference?
Wu Rui, general manager of Shenzhen Hongyu, said at the press conference that Shenzhen Hongyu has reported this matter to the China Securities Regulatory Commission and other departments, and actively fulfilled the obligations of shareholders, notified small and medium-sized shareholders of the above situation, and jointly maintained the safety and controllability of overseas assets of Chinese enterprises.
2.
/ Who has taken the offshore assets quietly? /
It is not difficult to see that Liu Ke, the former chairman of Xinchao Energy, quietly carried out the operation of transferring core assets, and Liu Kegang stepped down as chairman of the company in February 2023 and was replaced by his brother Liu Bin.
According to a "written consent from Seewave Energy Holdings Company not to convene a special meeting of the board of directors" issued by the Ningbo Beilun District Municipal Supervision Bureau, Liu Ke's specific position is "president and chief executive officer".
Obviously, through the above agreement, Liu Ke can control Ningbo Dingliang through See wave Energy, and then control Xinchao US through Ningbo Dingliang, and ultimately indirectly control the overseas oil and gas assets that account for 99.9% of Xinchao Energy's total assets. Industry insiders said that this is contrary to the appearance of the equity structure of Xinchao Energy's "no actual controller".
In fact, the equity battle of Xinchao Energy has been going on for a long time.
Back on December 8, 2013, Dongrun Investment, the former largest shareholder of Xinchao Energy, signed the Share Transfer Agreement with Jin Zhichangshun, and Jin Zhichangshun became the company's largest shareholder. Liu Zhichen, the new actual controller of the year, positioned the company's direction in overseas oilfield development, and through the acquisition of Zhejiang Benbao and Dingliang Huitong, the company's main oilfield assets were located in the United States, and shareholders jokingly called Xinchao Energy a "U.S. concept stock".
Later, a number of shareholders and partners of Zhejiang Benbao and Dingliang Huitong entered the list of shareholders through private placement, and Jin Zhichangshun's equity in Xinchao Energy fell to 5.04%, and the dispersion of equity laid a hidden danger for future control disputes.
In December 2016, Xinchao Energy acquired 45.59% of the equity of Hami Heshengyuan Mining with a cash capital increase of 600 million yuan, announcing its entry into the iron ore industry. In June 2018, Jin Zhichang's Shun director was ousted, CICC Innovation's Liu Ke stepped into power, and his brother Liu Bin also became a director of Xinchao Energy in the same year.
After Liu Ke became the owner of Xinchao Energy, the "double-headed board of directors" dispute that Xinchao Energy has repeatedly exposed has attracted the attention of the Shanghai Stock Exchange.
According to media reports such as the Financial Associated Press, as early as July 2019, minority shareholders found that Liu Ke, chairman of Xinchao Energy, had committed a number of violations since taking office, and was accused of being suspected of hollowing out listed companies, and applied for an extraordinary shareholders' meeting to demand the removal of Liu Ke.
▲Minority shareholders questioned Liu Ke's advance payment to buy Moutai to solve related debts Image source: Financial Associated Press report
You must know that the equity of Xinchao Energy has always been very scattered, and there is no controlling shareholder and actual controller in law. 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 Xinchao Energy's assets are overseas, and its 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.
However, small and medium-sized shareholders all believe that Xinchao Energy actually has an actual controller, that is, Liu Ke, because most of the management of Xinchao Energy at that time was arranged by Liu Ke.
It is not difficult to see from the bumpy experience of Xinchao Energy in the past that Liu Ke, the former chairman of the company, is more like a "capital broker" when he enters the company, because he has only one year of experience in oil and gas.
Before entering Xinchao Energy, Liu Ke, who graduated from a financial college, was more proficient in all kinds of capital operations. CICC Innovation Capital, controlled by Liu Ke and his brother Liu Bin (Note: Industrial and commercial information shows that the shareholders of CICC Innovation Capital are only Liu Ke and his brother Liu Bin, and there is no connection with the "CICC" in our cognition), with a management scale of more than 20 billion yuan.
Caixin has reported that Liu Ke, through a number of "CICC Innovation" limited partnerships controlled by him, has allocated billions of funds from a number of banks mainly based on Guangzhou Rural Commercial Bank through trusts and asset management, or assisted or participated in the mergers and acquisitions and private placement projects of many listed companies such as Xinchao Energy, Shagang Shares, Jebsen Shares, and *ST Ste.
Moreover, the consumption restriction order issued by the Guangzhou Intermediate People's Court on September 25, 2023 shows that Liu Ke is restricted from high consumption, and the applicant is Guangzhou Rural Commercial Bank.
Hongyu Business introduced that in November 2021, Liu Ke was investigated by the Muping Branch of the Public Security Bureau of Yantai City, Shandong Province on suspicion of embezzlement and other crimes against Xinchao Energy, so Xinchao Energy changed the board of directors in advance, and the company's board of directors and board of supervisors held a board of directors and board of supervisors on February 10, 2023 and held a shareholders' meeting on February 28, 2023, and held a general election in advance.
3.
/ Disputes don't stop,
When will the new wave of energy be available
Back on the main business track? /
As a scarce upstream oil and gas private enterprise in A-shares, Xinchao Energy has taken the lead in laying out and continuing to cultivate shale oil and gas for nearly 10 years, with many first-mover advantages, and many investors in the stock forum have a high evaluation of Xinchao Energy's business, but the stock price of Xinchao Energy has not improved much in the past two years.
Since July 2019, when shareholders proposed to remove the chairman, the management infighting has lasted for five years, causing the stock price of listed companies to fluctuate all year round.
In recent years, the oil and gas industry has prospered, and the company's operating results and performance have been more prominent, with its non-net profit deducting about 3.7 billion yuan in 2022 and 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.
However, if the battle for control is not over, the stock price will continue to fluctuate, and now in addition to the main business of the operating company, optimizing the management structure of the enterprise is the most serious problem faced by Xinchao Energy. Information disclosure is lagging behind, and selective information disclosure is not allowed by law to accept shareholder supervision.
For example, Shenzhen Hongyu Commerce, which held the press conference this time, currently holds 98.795 million shares of Xinchao Energy, with a shareholding ratio of 1.45%, making it the tenth largest shareholder of Xinchao Energy. Although it has entered the top ten shareholders, it is not difficult to see that Shenzhen Hongyu Business does not have the right to know the specific situation of the company, and it still found out the changes by checking the documents. The current operation of Xinchao Energy has even been questioned by the outside world whether the former chairman is carrying out the transfer of benefits from related party transactions.
For the 160,000 small and medium-sized shareholders of Xinchao Energy, they all hope that the struggle of the management will come to an end quickly, so that the stock price of Xinchao Energy can be linked to the fundamentals, and no matter who the winner is in the end, the final consumption is the energy of employees, the resources of the enterprise, and the business reputation and industry status of the company itself will be greatly reduced.
Looking back at the past battles for the control of listed companies, there are not a few enterprises that have been dragged down by "internal friction", and the final result has developed into a lose-lose situation, and the interests of small and medium-sized shareholders have not been properly protected and have become "cannon fodder".