Recently, the listed company Rendong Holdings (2647.SZ) once again mentioned in the announcement that the company was involved in a 1.5 billion yuan trust asset management plan lawsuit, which has had a real impact on the company.

Rendong Holdings announced that in June 22, Shanxi Lucheng Rural Commercial Bank Co., Ltd. (hereinafter referred to as "Lucheng Rural Commercial Bank") initiated a lawsuit, claiming that it subscribed for the "Daye Trust Shengxin No.17 Single Fund Trust Contract" established by Daye Trust with 1.5 billion yuan, and the actual investment of the asset management plan was Jinzhong Yuliang Grain and Oil Trading Co., Ltd. (hereinafter referred to as "Yuliang Grain and Oil"), but Yuliang Grain and Oil were not. Lucheng Rural Commercial Bank also alleged that Rendong Holdings provided a guarantee for the asset management plan, so it was also listed as one of the defendants who should bear joint and several liability.

In the above-mentioned lawsuit, besides Yuliang Cereals and Oils and Rendong Holdings, the defendants also include Detianyu Ecological Technology (Beijing) Co., Ltd. (hereinafter referred to as Detianyu), Tianjin Heyou Technology Co., Ltd. (hereinafter referred to as Tianjin Heyou), Yue Long Industry Group Co., Ltd. (hereinafter referred to as Yue Long Industry), Tian Wenjun, Hao Jiangbo, etc. These enterprises are actually controlled by Tian Wenjun and Hao Jiangbo. Tian and Hao are husband and wife, and the enterprises they control are called "Deyu Department".

capital speculators

"He is very smart." This is Tian Wenjun's first impression on Chen Xi (a pseudonym). He is "broad-minded and courageous".

In 26, Tian Wenjun led the establishment of Zhonghaibo Investment (Beijing) Co., Ltd., whose investment direction was mainly agricultural trade and agricultural science and technology, and later named Detianyu Ecological Science and Technology (Beijing) Co., Ltd., subsequently, Detianyu integrated several local agricultural companies in Jinzhong and established Deyu Agriculture, which was listed on the OTC market in the United States.

An article entitled "Building a Leading Enterprise in China's Miscellaneous Cereals Industry" said that Deyu Agriculture achieved a sales income of 6 million yuan in 21, and since 211, the company has invested more than 1 million yuan to build a production and processing base in Beijing Pinggu. This is another large-scale production and processing base established after Jinzhong and Quwo in Shanxi, Chengdu and Liangshan in Sichuan.

Tian Wenjun, who rarely shows up, once said that they would set up production bases and miscellaneous grain circulation and trading centers in Jiangsu, Shandong and other provinces one after another. "The company should gradually complete the industrial chain layout of miscellaneous grains throughout the country, so as to build the leading enterprise and the first brand of miscellaneous grain industry in China".

Although it is listed on OTC, the profitability of Deyu Agriculture has not improved significantly. Its financial report shows that from 21 to 214, its net profit fluctuated around $2 million, and then the stock price collapsed, and original shareholders and teams such as Tian Wenjun left one after another.

While establishing Deyu Agriculture, Tian Wenjun also established a company named Shanxi Deyufang Innovative Food Co., Ltd. (hereinafter referred to as "Deyufang"), whose main business is miscellaneous grains drinks, seeking independent listing.

An article in Jinzhong Evening News, "Deyufang Financing" Increase Horsepower "for Small Grains to March into Greater Hong Kong", gives a glimpse of Tian Wenjun's ambition: On December 2th, 212, Shanxi Deyufang Innovative Food Co., Ltd. held a Hong Kong financing kick-off meeting at Mandarin Oriental Hotel in Hong Kong.

according to the 211 annual report of Deyu Agriculture, Deyufang and Yue Long Industry are both subsidiaries of Deyu Agriculture, which are controlled by VIE structure. The so-called VIE, that is, "agreement control", according to the agreement, Deyu Agriculture provides business cooperation opportunities for its subsidiaries, but the latter has to pay all the annual after-tax net profit to Deyu Agriculture.

however, Deyufang failed to fulfill Tian Wenjun's original long-cherished wish and failed to be listed on the Hong Kong stock market. In 215, Deyufang (83419.OC) landed on the New Third Board, and its listing was terminated on January 7, 22.

In addition to seeking independent listing, since 214, Deyu Department, which is good at capital operation, has started to get involved in the A-share market, and successively entered a number of listed companies with different entities such as Yue Long Industry. After gaining the control of listed companies, it realized rapid capital operation through foreign investment or mergers and acquisitions, and later changed its main business, and then changed its name and surname, so that the share prices of listed companies soared, and then the major shareholders repeatedly pledged financing.

it is well documented that the "Deyu Department" actually controlled by Tian Wenjun and his wife Hao Jiangbo at least once occupied the Qi Xing Tower (2359.SZ, now *ST Beixun) and Honglei (renamed Minsheng Jinke, now "Rendong Holdings"). In addition, Ren Yongqing, the actual controller of Gudi Technology (2694.SZ), was Tian Wenjun's partner.

In December 214, Yue Long Industrial, controlled by Deyu Department, acquired 18.895% shares of Qi Xing Tower from Shandong Qi Xing Group and became the new actual controller. Immediately, Qi Xing Tower announced a major asset restructuring. On July 2, 215, Qi Xing Tower announced a fixed increase plan to acquire 1% equity of Beixun Telecom. After the resumption of trading, the share price of Qi Xing Tower rose from 6 yuan to 34 yuan, and the industrial surplus of Yue Long was nearly 4 billion yuan.

in January 216, Tianjin grapefruit asset management co., ltd. (hereinafter referred to as "grapefruit assets"), which is wholly owned by Hao jiangbo, entered Honglei co., ltd. (2647.SZ) with similar methods. The semi-annual report of Honglei shares in 216 showed that grapefruit assets had pledged all Honglei shares it held as soon as it entered the company, and the share price of Honglei shares once soared due to the transformation of the company's main business into the extremely hot "Internet finance" after the change of ownership, and it was later renamed Minsheng Jinke.

"The essence is' frying shells'." Chen Xiru commented on the operation method of "Moral Imperial System".

The "Moral Imperial System" has gained a lot in the capital market. In a well-known wealth ranking list, the "Deyu Department" has occupied several seats, among which Hao Jiangbo once won the title of the richest woman in Shanxi merchants. In the local business circle, Tian Wenjun is also known as the invisible rich man in Shanxi.

financial "players"

Beijing Shanxi Merchants Museum is a private museum with the theme of showing the development of Shanxi merchants and promoting their spirit. Many rural commercial banks and city commercial banks in Shanxi have set up their Beijing offices here, and there are many "German imperial departments" behind these banks.

in 211, under the background of a large number of restructuring of rural credit cooperatives and capital increase and share expansion of city commercial banks, especially in the equity transfer, Deyu Department invested heavily in local commercial banks.

In 213, Tian Wenjun was elected as a director of Jinzhong Bank, and his term of office expired in 219, and he no longer served as a director of the bank. Also from 213, Deyu Department, represented by Heyou Industry and Yue Long Industry, intensively invested in more than ten local banks in Shanxi. For example, Heyou Industrial invested in eight banks, including Jinzhong Bank, Yangquan City Commercial Bank, heshun county Guidu Village Bank, Pingyao County Jinrong Village Bank, Lucheng Rural Commercial Bank and Shanxi Yuci Rural Commercial Bank, accounting for about 7% to 1% of the shares, while Yue Long Industrial also held shares in some banks.

"Mainly with pomelo industry, others are affiliated companies." Chen Xi said.

The shareholder of Heyou Industry is a wholly-owned subsidiary of Horgos Grapefruit Venture Capital Co., Ltd., which is 99% owned by Hao Jiangbo.

Holding shares in banks has brought great convenience to the capital operation of "Deyu Department", but it has caused great confusion to financial institutions.

In the aforementioned "1.5 billion yuan trust contract dispute", according to the inquiry of Rendong Holdings in reply to the Exchange, when the contract occurred, the controlling shareholder of Rendong Holdings (Minsheng Jinke) was Tianjin Heyou, and the actual controller was Hao Jiangbo. At the same time, Tian Wenjun and other related parties provided guarantees for this. In fact, "Deyu Department" holds a large share in Lucheng Rural Commercial Bank.

Qixinbao information shows that Heyou Industrial, which is controlled by Hao Jiangbo, holds 7.92% of the shares of Lucheng Rural Commercial Bank, Yue Long Industrial holds 7.5% of the shares of Lucheng Rural Commercial Bank, another "Deyu Department" company holds 9.67% of the shares of Lucheng Rural Commercial Bank, and the three companies together hold more than 25% of the shares of Lucheng Rural Commercial Bank.

Obviously, in this 1.5 billion yuan trust contract, the "Deyu Department" has played three roles: lender, guarantor and borrower.

The Measures for the Administration of Related Party Transactions between Commercial Banks and Insiders and Shareholders clearly stipulates that "a commercial bank shall not issue unsecured loans to related parties, and shall not accept its equity as pledge to provide credit".

It is worth noting that in 218, the controlling stake of Rendong Holdings was transferred from Tianjin and Pomelo to Rendong Technology, but the listed company did not publicly disclose the guarantee of 1.5 billion yuan during the holding period of these two parties. In July 219, the controlling stake of Rendong Holdings was transferred to Haidian State-owned Platform. After Rendong Technology acquired the controlling stake, it turned around and pledged some of its shares of Rendong Holdings in Jinzhong Bank and Yangquan City Commercial Bank.

Less than half a year after Haidian State-owned Assets took over, Lucheng Rural Commercial Bank filed a lawsuit against the trust plan that was overdue as early as the first half of 219.

In this regard, Rendong Holdings, which is controlled by Haidian State-owned Assets, denied the relevant situation in the announcement, saying that "the above documents have not been contacted or signed, and there is no relevant printing process". According to the announcement, the above-mentioned joint and several liability guarantees have not gone through the internal audit procedures of Rendong Holdings, have not been reviewed and approved by the board of directors of Rendong Holdings and the shareholders' meeting, and independent directors have not issued independent opinions. Rendong Holdings has never made an announcement, which does not comply with relevant laws and regulations.

First, equity pledge and leveraged financing appear repeatedly. For example, Heyou Industrial pledged 47.5 million shares of Shanxi Lucheng Rural Commercial Bank to Shanxi Shouyang Rural Commercial Bank in October 218; On November 12th of that year, Heyou Industrial pledged its 5 million shares of Yuci Rural Commercial Bank to Shanxi Zuo Quan Rural Commercial Bank, and Yuci Rural Commercial Bank was the second largest shareholder of Shanxi Zuo Quan Rural Commercial Bank.

The second phenomenon is that there are as many as dozens of shareholders in the commercial banks of Deyu Department, especially natural person shareholders, whose subscribed capital varies from 1, yuan to tens of millions of yuan. Among them, there are 1 natural person shareholders in a rural commercial bank who have subscribed 1, yuan, accounting for .1% of the capital contribution. Comparatively speaking, although the shareholding ratio of Deyu Department is mostly in single digits (up to 1%) This situation provides convenience for minority shareholders (shares) to control.

"The poor city commercial banks and rural commercial banks are in real difficulties. When they were restructured, the equity was dispersed, and the equity was given to natural persons. Some problems involved in the bond restructuring, which led to the extremely complicated and chaotic equity of rural commercial banks and city commercial banks. Some rural commercial banks did not have more than 5% or 1% shareholders, which resulted in the so-called" three meetings and one floor "rules of procedure in name only." A financial researcher said.

A person familiar with a shareholder of Lucheng Rural Commercial Bank said that for a period of time, the so-called shareholders' meeting, decision-making committee and supervision committee of Lucheng Rural Commercial Bank basically existed in name only.

in February 219, Changzhi banking and insurance supervision branch imposed an administrative penalty on Lucheng rural commercial bank, fined it 5, yuan, and ordered it to investigate its responsibilities for "the credit granted by major shareholders and related parties of a single household exceeded the regulatory limit, and the purpose of the loan did not match the actual purpose".

"After the reform of small and medium-sized banks, the management is not standardized enough, and some commercial banks will have problems such as insider control and offside of major shareholders." Chen Xi said. This actually gives "players" such as "German Imperial Department" an opportunity.

The aftermath is not over

In response to the above-mentioned 1.5 billion yuan guarantee lawsuit, Rendong Holdings denied it and said that it had reported the case to the public security organ. However, the latest progress in this case has not yet been seen.

However, the lawsuit has had a significant impact on listed companies: Rendong Holdings said in its initial announcement that the lawsuit would "have uncertainty on the impact of the company's current profits or future profits", while in its recent announcement, it was directly stated that "the court has not made a judgment so far, which has adversely affected the company's credit and affected the company's financing to a certain extent".

the impact goes far beyond this. Behind the case, it reflects various chaos in the development of rural commercial banks and city commercial banks.

"The emergence of these problems is not unrelated to the restructuring of rural credit cooperatives." Huang Dazhi, a senior researcher at Suning Financial Research Institute, believes.

In 23, the State Council issued the Notice on Deepening the Pilot Program of Rural Credit Cooperatives Reform to encourage qualified areas to transform rural credit cooperatives into joint-stock commercial banks. The CBRC has also begun to formulate a series of regulatory documents to regulate.

after the pilot project and the wave of mergers and acquisitions of rural credit cooperatives, in 211, the CBRC announced that it would no longer set up new rural credit cooperatives and rural cooperative banks, completely canceled the qualification shares, and gradually reorganized qualified rural credit cooperatives into rural commercial banks, and all rural cooperative banks should be reorganized into rural commercial banks.

Also from this year, the number of rural commercial banks with "independent legal person" is increasing. In some local rural credit cooperative systems, the contradiction between provincial cooperatives with "management, guidance, coordination and service functions" and "small legal person" has always existed, and even once became public.

Some responsible persons of relatively mature rural commercial banks believe that most of the problems that the major shareholders worry about holding the board of directors are caused by the rural commercial banks that have "reformed themselves with illness".

due to historical reasons, the development quality of a large number of rural commercial banks is indeed mixed.

On June 18th, the Shanxi Provincial Party Committee held a working conference on financial reform, stressing the need to combine risk prevention and control with financial anti-corruption, seriously investigate and deal with corruption behind risks, and resolutely dig out and clean up the "moths" in the financial sector.

The restructuring of rural commercial banks and the resolution of financial risks have been included in one of the major reforms of Shanxi Provincial Committee in 22.

during the three days from August 8 to 1, four city commercial banks in Shanxi successively announced that they planned to hold an extraordinary shareholders' meeting to consider the proposal on participating in merger and reorganization or newly establishing merger, including Jinzhong Bank and Yangquan City Commercial Bank.

Lucheng Rural Commercial Bank ushered in a new management.