Shanshui Cement (HK0691, stock price of HK$1.92, market value of HK$8.36 billion) is fighting for control, and there has been new progress recently.
According to information close to the parties to the case, recently (June 22), when “mysterious businessman” Chen Hongqing’s application for retrial of a case related to the equity transfer of China Shanshui Investment Company Limited (China Shanshui Investment Co., Ltd., hereinafter referred to as Shanshui Investment) was rejected , Shandong Higher People's Court (hereinafter referred to as Shandong Higher Court) also mentioned that the award issued by China International Economic and Trade Arbitration Commission (hereinafter referred to as CIETAC) made contradictory determinations on the legal nature of the same loan agreement.
On the second day after the above-mentioned ruling of the Shandong Provincial High Court, CIETAC confirmed on June 23 that it had received a new round of arbitration applications from Chen Hongqing against Mi Jingtian, a prominent shareholder of Shanshui Investment, and accepted the case.The information provided by Shanshui Investment shareholders to reporters shows that in May prior to this, Chen Hongqing again filed 10 arbitration cases against Shanshui Investment shareholders with Fu Yuanwei and other borrowers in the Loan Agreement as the main respondent.
The above-mentioned "Loan Agreement" may be related to the control of Shanshui Investment, which in turn affects the control of Shanshui Cement. In this regard, the "Daily Economic News" published an article entitled "10 Years of Hunting for Cement Leaders: One Dispute and Two Arbitrations" , Mysterious Man "Blindly Borrowed" Over 700 Million Funds".
It should be noted that for the purpose of re-initiating the arbitration, the "Daily Economic News" reporter tried to contact Chen Hongqing himself many times, hoping to listen to his voice, but did not get a reply.
CIETAC's ruling is inconsistent
The equity dispute in Shanshui Cement started in 2013 and has now lasted nearly ten years.This company with Shandong Shanshui Cement Group Co., Ltd. (hereinafter referred to as Shanshui Group) as the main body has gathered various capitals in the shareholder list, but the relatively scattered shareholding structure makes it impossible for any party to fully control the cement company.
After the former chairman Zhang Caikui and his son were out in 2015, the competition for Shanshui Investment, an employee shareholding platform composed of thousands of shareholders, is becoming the key to a new round of competition.
Among the factors that determine the ownership of Shanshui Investment's equity, the determination of the nature of a "Loan Agreement" signed in August 2015 is the focus of disputes between the parties.
At that time, in order to counter Zhang Caikui's cash purchase of shares, the rights protection committee composed of 7 senior executives and thousands of employees of Shanshui Investment decided to use the shares of 7 prominent shareholders as collateral to pay the shares of Tianrui Group, one of the company's shareholders, to Tianrui Group. Co., Ltd. (hereinafter referred to as Tianrui Group) borrowed money to help employees who hold shares to realize cash as soon as possible.
But on August 17, 2015, it was actually the "mysterious businessman" Chen Hongqing who signed 10 "loan agreements" with Fu Yuanwei, Wang Jinxiang, Li Wenjun and other 10 Shanshui Group employee representatives.On the same day, Chen Hongqing also signed the Equity Pledge Guarantee Agreement with four senior executives, Yu Yuchuan, Mi Jingtian, Li Maohuan and Zhao Liping.According to the data, Chen Hongqing was the deputy director of the office of Tianrui Group.
After the signing of the above two agreements, Chen Hongqing lent a total of 735 million yuan.
A few months later, Tianrui Group intends to lead the additional issuance.However, this plan would seriously dilute Shanshui Investment's shareholding in Shanshui Cement, which was strongly resisted by the Human Rights Protection Committee and led to the outbreak of increasingly accumulated conflicts.
At the end of 2016, the team of Tianrui Group was asked to leave the Shanshui Cement headquarters in Changqing District, Jinan, and the conflict between the two sides began to escalate rapidly.
Chen Hongqing filed two arbitration applications with CIETAC in February 2017 and September 2017.For this move, some investors believe that Shanshui Investment's equity is the ultimate goal of its move.
Although the arbitration accepting institutions are both CIETAC, the identification of the nature of the key evidence, the Loan Agreement, has yielded different results.In the ruling issued on June 22 this year, the Shandong Provincial High Court pointed out that the rulings made by the CCPIT were contradictory.
According to the ruling obtained by the reporter of "Daily Economic News", for the two rulings made by CIETAC on June 12, 2018 and February 22, 2022, the Shandong Provincial High Court held that: "The same arbitration institution issued the two rulings. The award made contradictory determinations on the legal nature of the same loan agreement, and Chen Hongqing made different statements on the legal nature of the loan contract involved in the case in the two arbitrations. Therefore, this court disagrees with the arbitration award submitted by Chen Hongqing during the retrial review. accepted."
In March of this year, in a text reply to a reporter from the "Daily Economic News", Wang Lei, a consultant expert on civil and administrative cases of the Supreme People's Procuratorate and an associate professor at China University of Political Science and Law, believed that: without adding new evidence, the same arbitral institution can deal with the same The "Loan Agreement" has successively made different characterizations of the loan contract and the entrusted equity purchase contract, which are essentially the same case and different judgments, which undermines the credibility of the arbitration.
Shareholding platform competition is still the focus
Although the "Loan Agreement" was signed by Chen Hongqing and Fu Yuanwei and other Shanshui Group employees, there are different views on the source of the funds.In March this year, a person from Shanshui Cement told the "Daily Economic News" reporter: There is evidence that the funds came from Tianrui Group, and it was submitted as evidence in the lawsuit.
In response to this statement, the reporter of "Daily Economic News" repeatedly called Chen Hongqing himself and Li Liufa, chairman of Tianrui Group, to verify this in March, but received no response.On July 9, the reporter tried to contact the above two people again by phone and text message, but as of press time, no reply has been received.
During the trial, Chen Hongqing's identity was also questioned.According to the ruling of the Court of First Instance of the Hong Kong Special Administrative Region on January 31, 2018, Judge Lin Yunhao said: "I think it is seriously doubtful whether Chen Hongqing is the real 'lender'."
His basis: Bank documents show that the funds totaling 700 million yuan came from Tianrui Group.In addition, Chen Hongqing is only a middle-level manager.It is doubtful that he himself has assets of 700 million yuan, and even assuming that he has that much, it is doubtful that he would use the money to purchase the plaintiff's interest in Shanshui.
However, from the perspective of subsequent development, Chen Hongqing completely denied his relationship with Tianrui Group, and still asked for Shanshui Investment's equity in his personal capacity.
Following the initiation of arbitration in 2017, Chen Hongqing submitted an arbitration application to CIETAC again this year, based on the two agreements signed in August 2015.
The arbitration notice with the blue seal of CIETAC shows that on June 23, CIETAC confirmed that it had received the relevant documents and the advance payment for arbitration initiated by Chen Hongqing against Mi Jingtian, Yu Yuchuan and other six persons.
The relevant information obtained by the "Daily Economic News" reporter shows that in May 2022, Chen Hongqing initiated 10 arbitration cases with 10 people including Fu Yuanwei as the respondent, requesting that 10 people including Zhao Hongbo pay 580 million yuan in liquidated damages.
On July 9, a legal person familiar with the arbitration case between Chen Hongqing and Shanshui Investment equity holders said that Chen Hongqing initiated the arbitration again after 5 years, the purpose should be to put pressure on the main stakeholders of Shanshui Investment, and the goal is Shanshui Investment. Equity, one is Shanshui Investment's equity held by senior executives such as Mi Jingtian, and the other is the equity held by thousands of employees.
However, in the ruling made on February 28 this year, although the CIETAC Arbitration Tribunal supported Chen Hongqing's request, it also determined that the nature of the Loan Agreement would not affect the ownership of Shanshui Investment's equity: "The creditor's right relationship does not Mutual exclusivity, even if employee shareholders have signed multiple purchase and sale contracts for their equity interests in Shanshui Investment Company, it will not deny the validity of any contract for the purchase and sale of equity interests.”
It is worth noting that the reporter of "Daily Economic News" learned that the aforementioned contract may be related to Jinan Industry Development and Investment Group Co., Ltd. (hereinafter referred to as Jinan Industry Development Group).In September 2017, among the 1,838 people who held the equity of Shanshui Investment, they cancelled the share transfer agreement signed in 2015 with Fu Yuanwei and other employee representatives, and signed a new share transfer agreement with Jinan Industry Development Group.
