[Only the three companies, Hexin Shangying, Guantao Intelligence, and Guanjin Intelligence, received at least 150 million yuan in prepayments indirectly and directly from Zenda Essence.]
After the formal contract was signed, the supplementary agreement was signed three times in secret, and the wealth management purchased by the listed company changed from a fixed income product to an equity product, and even the actual investment amount and the real whereabouts of the funds became confusing.And such a bizarre thing happened to the A-share company Zenda Essence (688555.SH).
Zenda Esun disclosed on June 24 that in the last two months of 2020, the company signed a contract with Xinyuan Asset Management Co., Ltd. (hereinafter referred to as "Xinyuan Assets") to set up two asset management plans with idle funds to carry out medium and low Risky investment in fixed income products.However, in the following year, after three asset management supplementary agreements were signed, the investment type, risk level, investment period and other important contents of the two asset management products were changed.
After the change of investment direction, the funds entrusted by Zenda Essence to the two asset management plans were used for equity investment, and the investment object was Hangzhou Hexin Shangying Enterprise Management Consulting Partnership (hereinafter referred to as "Hexin Shangying").The strange thing is that Hexin Shangying was established at the end of December 2020, but the paid-in capital is still 0.
It's not just Hexinshangying that has a similar situation.According to the data, in addition to the paid-in capital of 0, the number of people participating in the insurance is also 0 for the two companies invested by Zenda Essen in 2021.
Behind the disappearance of the large amount of funds, the actual controller of Zenda Essence is looming.The first financial investigation found that before Hexin Shangying made its investment, Hangzhou Keyu Information Technology Co., Ltd. (hereinafter referred to as "Keyyu Information") invested by it had already held shares in the subsidiary and actual controller of Zenda Essen. partnership investment.A company in which Chen Yan, a minority shareholder of Keyu Information Information, serves as the legal representative, has also received an advance payment of more than 42 million yuan from Zenda Essun in 2021.
money lost
Due to the two asset management plans invested in Xintong No. 1 and Xinfu No. 3, after the asset management contract was signed, supplementary agreements were signed three times respectively, and the content of the contract was changed and not disclosed. For the risk of recovering the principal, Zenda Essence publicly apologized on June 24.
Due to the commercial substance of the asset management plan totaling about 100 million yuan, the balance cannot be confirmed and other reasons, the 2021 financial report of Zenda Essen has been previously issued by the audit institution with a qualified audit report.On May 26, Dongxing Securities (601198) also stated in the on-site inspection report that it could not express an opinion on the asset safety of the asset management plan.
Zenda Essence's investment and financial management can be traced back to two years ago.In March and April 2020, with the approval of the board of directors and the general meeting of shareholders, no more than 300 million yuan of idle funds will be used to invest in wealth management, trust, asset management plans, stocks and other products.In November and December of the same year, the company and its subsidiaries formally signed Xintong No. 1 and Xinfu No. 3 asset management contracts with Xinyuan Assets.
According to the original contract, the two asset management plans are a single product, the investment ratio of debt assets is not less than 80%, and the investment direction includes bank deposits, monetary funds, treasury bonds, policy financial bonds, local bonds, central bank bills, etc. risk assets.
The content was changed shortly after the contract was signed.Subsequent disclosure shows that from December 2020 to December 2021, the investment categories of Xintong No. 1 and Xinfu No. 3 have changed from fixed income to equity after three supplementary agreements, and the risk level and investment period have also changed from R2 , 5 years, became R5, 10 years.
Corresponding to the contract change, the actual investment direction of the two asset management plans has also become non-standard equity, and the investment targets are Hexin Shangying.Hexin Shangying has a registered capital of 130 million yuan, and Xinyuan Assets invested 100 million yuan, with a capital contribution ratio of 76.92308%.
The capital of Xinyuan Assets in Hexin Shangying comes from Xintong No. 1 and Xinfu No. 3.According to the disclosure on May 21 by Zenda Essence, as of the end of December last year, the principal balances of Xintong No. 1 and Xinfu No. 3 were 70 million yuan and 30 million yuan, all of which were invested in Hexin Shangying.
However, there are doubts about whether this investment amount is in line with the reality.Zenda Essence announced on December 27, 2021 that as of the disclosure date, it had actually paid 80 million yuan and 40 million yuan to the two asset management plans.In the 2021 annual report, the above investment balance has dropped to 100 million yuan.
Whether the change in the investment balance in a short period of time was due to the company's redemption during the period or whether the funds were invested in other assets, Zenda Essence has so far not explained.
Dongxing Securities stated in the on-site inspection report that the content of the investment description, annual report, and post-investment management report (fourth quarter of 2021) provided by Xinyuan Assets was inconsistent, and the information on the entrusted assets provided could not be further verified.
Not only that, Zeda Essence's announcement on December 27, 2021 also stated that the entrustment scale of Xintong No. 1 and Xinfu No. 3 totaled 5 billion yuan.After being questioned by the Shanghai Stock Exchange, the company later replied that the entrustment scale of 5 billion yuan is the cumulative amount of the cycle.After negotiation, the entrusted amount of the two asset management plans has been reduced to 80 million yuan and 40 million yuan.
The establishment and investment of the two asset management plans and the specific timing of Xinshangying are also full of suspense.Regular report data shows that at the beginning of 2021, the company's asset management plan investment balance was 0 yuan, and the balance at the end of June last year was only 14.15 million yuan.
According to industrial and commercial information, Hexin Shangying was established on December 25, 2020.Just the day before, the first supplementary agreement between the two asset management plans had just been signed.
After the establishment of Hexin Shangying, it quickly invested in two foreign companies.On February 25 and March 1, 2021, the company became a shareholder of Keyu Information and Hangzhou Houdun Trading Co., Ltd. (hereinafter referred to as "Houdun Trading"), with a shareholding ratio of 75% and 66.67%, respectively.
The invested company's paid-in capital is 0
The investment amount is foggy, and the real whereabouts of the funds entrusted to the two asset management plans are also full of mysteries.
Third-party information shows that the registered capital of Hexin Shangying is 130 million yuan, the paid-in capital is not shown, and the number of participants is 0.Dongxing Securities’ on-site inspection found that the company’s paid-in capital was 0.
The situation of Key Yu Information and Thick Shield Trade is similar.According to public information, Keyu Information was established in January 2020. The original shareholders were Chen Yan and Jin Wanwen, and Houdun Trading was established in September 2016. The original shareholders were Wang Yiji and Bao Jin.
After Hexin Shangying became a shareholder, the registered capital of Keyu Information was 40 million yuan, and the shareholding ratios of Chen Yan and Jin Wanwen were 24.75% and 0.25%; the registered capital of Houdun Merchant Trading was 150 million yuan, and Wang Yiji and Bao Jin held 30% respectively. , 3.333%.
Although Hexin Shangying has been a shareholder for more than a year, the registered capital of the two companies is still an "empty check".As of now, not only the actual paid-in capital is 0, but the number of participants is also 0.
Not only that, there may be a similar situation with the other two investors of Hexin Shangying.According to the disclosure, in addition to Xintong No. 1, Xinfu No. 3, and the partners of Xinshangying, there are also Zhejiang Xinyu Technology Co., Ltd. (hereinafter referred to as "Xinyu Technology") and Zhejiang Caida Communication Technology Co., Ltd. (hereinafter referred to as "Xinyu Technology"). "CaiDa Communication") two companies, the investment ratios are 7.69231% and 15.38462% respectively.
The registered and paid-in funds of Xinyu Technology are both 50 million yuan, while the registered and paid-in funds of Caida Communication are only 10 million yuan and 3 million yuan.The shareholders of the two companies are Zhejiang Caice Communication Technology Co., Ltd., which is held 90% and 10% by Ding Guoan and Ding Guoping respectively.
Xinyu Technology is the executive partner of Hexin Shangying, but the company's business scope is network technology, computer software, electronic product technology development, software design, etc.; Caida Communication's business scope is communication technology, equipment, etc. The technology development services, wholesale and retail of electronic products, building decoration materials, network equipment wholesale and retail, do not include investment and asset management.
It is worth noting that the insured number of Caida Communication and Xinyu Technology is 0.
So, why did Zenda Essen choose to cooperate with such two companies?
The first financial inquiry found that the registered addresses of Caida Communication and Xinyu Technology are both No. 1 Jiaogong Road, Xihu District, Hangzhou, which are Room 507, Building 6 and Building 34, No. 1 Jiaogong Road, Xihu District, Hangzhou.This address is also the office of Zenda Essence.Although the company is registered in Tianjin Development Zone, its actual office address is on the 4th floor, Building 12, Shuyuan Software Park, No. 1 Jiaogong Road, Xihu District, Hangzhou.
Major shareholders looming
Where did the funds invested in Xintong No. 1 and Xinfu No. 3 go?The first financial investigation found that in this process, Keyu Information and its shareholder Chen Yan may have played an important role.
In addition to serving as the legal representative, executive director and general manager, and shareholder of Keyu Information, Chen Yan is currently the chairman of Zhejiang Guantao Intelligent Technology Co., Ltd. Co., Ltd. (hereinafter referred to as "Xinlang Energy") 99% equity.
China Business News found that, including the information about Keyu Yu, the above-mentioned three companies were deeply connected with Liu Xuesong and Lin Ying, the actual controllers of Zenda Esun.
In January 2020, Keyu Information became one of the investors of Hangzhou Huixin Jintou Investment Limited Partnership (hereinafter referred to as "Huixin Jintou").
Huixin Gold Investment was established in July 2018. The original shareholders are Zhejiang University Netsun (600797) Esun Network Communication Co., Ltd. (hereinafter referred to as "Essence Netsun (300502)") and Xinlang Energy.
Netnews was once a subsidiary of Zenda Eosun.According to the disclosure of the prospectus, Lin Ying, one of the actual controllers of Zenda Essen, served as the chairman of Netnews Essen from March 2012 to August 2014.The company's predecessor, Tianjin Esun Information Technology Co., Ltd., acquired 64.29% equity of Netsun Essen in January 2013, and then transferred it to Zhejiang Qulian Information Technology Co., Ltd. (hereinafter referred to as "Qulian Information" in October 2014. ).
Xinlang Energy and Keyu Information also jointly invested in Hangzhou Zexin Investment Partnership.Zexin Investment was established in 2017, when Xinlang Energy appeared in its partner roster.In January 2020, after Qulian Information withdrew, Keyu Information joined and became a partner with 50% of the capital.
Both Xinlang Energy and Qulian Information have an intersection with Zenda Essence.From May 2012 to January 2018, Lin Ying was the chairman of Xinlang Energy; Qulian Information was funded and established in August 2014 by a subsidiary of Zeda Essence.In 2015, the company's equity was transferred to a company in which Lin Ying personally participated.Since then, the shareholding of Qulian Information's shareholders has changed several times, but so far, shareholders still hold shares in Zenda Essen's subsidiary.
Guantao Intelligence, of which Chen Yan is the chairman, also has a deep relationship with Zenda Essence.The appendix of the prospectus shows that Yan Zhihong, director of Guantao Intelligence, has been serving as the director of Suzhou Zheyuan Automation Engineering Technology Co., Ltd. (hereinafter referred to as "Suzhou Zheyuan") with Liu Xuesong from 2012 to 2020 before the listing of Zeda Essence. Tech Esun indirectly holds a 17.5% stake in Suzhou Zheyuan.In addition, the two are currently shareholders of Shanghai Yuanyue Pharmaceutical Machinery Co., Ltd.
Who is the insider?
Similar to companies such as Keyu Information, Guantao Intelligence, which has no paid-in registered capital, also received a lot of funds from Zenda Essence.
Guantao Intelligence was established in 2018 with a registered capital of only 10 million yuan, paid-in capital of 0, and only 1 insured.It is such a company, but it will become an important supplier of Zenda Essen in 2021.
According to the on-site inspection report issued by Dongxing Securities, on June 18 last year, Zenda Essence and Guantao Intelligent signed a purchase contract for intelligent traditional Chinese medicine decoction equipment totaling 44.9375 million yuan, and agreed to deliver within 180 days after the contract came into effect.In the month when the contract was signed, Zenda E-Sheng made an advance payment of 42.69 million yuan for the purchase.
The same situation also occurred in Shanghai Guanjin Intelligent Technology Co., Ltd. (hereinafter referred to as "Guanjin Intelligence"), where Yan Zhihong serves as a director.In March last year, Zeda Essence and Guanjin Intelligent signed a software development contract for the decoction center, with a contract value of 1.95 million yuan.In April of that year, Zenda Essence paid all the purchase price.
After the purchase payment is paid, Zenda Essence faces huge risks.Dongxing Securities said that as of the date of the on-site inspection report, Guantao Smart had only delivered 6.37 million yuan of equipment, and the remaining 36.32 million yuan of equipment had not been delivered.Due to the risk that Guantao Intelligence will not be able to perform the contract, the advance payment of Zenda Essen may not be recovered.The software purchased by Xiangguanjin Intelligent is currently in the process of debugging, but there is also the risk of not being able to perform the contract.
In June 2020, Zenda Essen was listed on the Science and Technology Innovation Board and issued 20.78 million shares at a price of 19.49 yuan per share, raising a net amount of about 340 million yuan.
According to the above data, only the three companies Hexinshangying, Guantao Intelligent, and Guanjin Intelligent received at least 150 million yuan in prepayments indirectly and directly from Zenda Esun within a year or so. That's close to 45% of the company's IPO net proceeds.
However, it is intriguing that the company did not disclose the reasons in time for the two asset management plans that signed supplementary agreements three times, changed investment directions, and faced the risk of not being able to repay their capital.
In its announcement on June 24, Zenda Esun said that the company's files were improperly managed, and the supplementary agreement document for entrusted financial management had not been found. He was assisting the investigation and could not be contacted until the supplementary agreement was obtained recently.
On May 11, 2022, Zenda Essen was investigated by the China Securities Regulatory Commission.Yicai will continue to pay attention to the real whereabouts of the company's huge financial investment and prepayment.
(Editor in charge: Li Rong)
