Private placement tickets are very common and can attract attention because a ticket involves tens of billions of private placements and the interests of Evergrande Group. At the same time, insiders pointed out that the operation of "nurturing the new and returning the old" involved in the ticket is actually not common.

On February 6, 65438, Shenzhen Securities Regulatory Bureau disclosed the administrative penalty decision issued to the private equity fund Wanding Fortis. After investigation, it is found that the three private equity fund products of Wanding Fortis have the characteristics of collective operation, maturity mismatch and separate pricing, and the overall fund raising and income distribution show the characteristics of raising new funds and returning old ones.

Lawyer Lu, a partner of Beijing Law Firm, pointed out that the "Several Provisions on Strengthening the Supervision of Private Equity Funds" and the "Interim Measures for the Supervision and Management of Private Equity Funds" clearly stipulate that different private equity funds should be managed separately, with separate accounts and separate accounting. It is forbidden to operate different private equity funds in hotchpot, and it is forbidden to carry out or participate in the fund pool business. Therefore, the so-called "cash pool" business is prohibited by relevant laws and regulations.

Lu said that the main reason for prohibiting fund managers from conducting fund pool business is that this way will seriously harm the interests of investors. Because the essence of the fund pool business is to mix the assets and funds of multiple independent products in various ways, and then maintain the operation and distribution of products that expire early by misappropriating funds, raising new products, returning old products, etc., which actually seriously violates the fund product agreement and harms the interests of fund investors. Once it is impossible to "renew one's life" by raising new funds, it is very easy to cause the normal liquidation and distribution of various products. For investors, the fund pool model means that the ownership of the invested fund products is unclear, the product books are false, the funds are used for other purposes, and the manager does not abide by the fund agreement, and he will face the risk of losing all his investment at any time.

So why do institutions take risks and touch the illegal "fund pool" business? Lu explained that the main reason for fund managers to conduct business in the form of "fund pool" is that managers can misappropriate funds, tear down the east and make up the west, borrow the new and return the old in a flexible way, and achieve the purpose of whitewashing the investment performance of previous products and defrauding subsequent products. It can be seen from the facts identified in the punishment decision of the Securities Regulatory Bureau that Wanding Fortis indirectly achieved "capital convergence" by investing the fund products it manages in a series of limited partnership enterprises (empty shells) it actually controls, and then concentrating the funds of these limited partnership enterprises. Its essence is to form a pool of funds to facilitate its illegal activities.

Raising the new and returning the old, 10 billion private placements involve the fund pool business.

According to the supervision, from August 27th, 20 19 to February 6th, 2022, Wanding Futong Renhe 1 Private Equity Investment Fund (hereinafter referred to as Renhe 1), Wan Ding Hengtong 1 Private Equity Investment Fund (hereinafter referred to as Hengtong 1) and Wanding Futong Xing Jun No.7 Private Equity Investment Fund (hereinafter referred to as: all invested in five partnerships (hereinafter referred to as special purpose entities). Including Hezheng (Shenzhen) Investment Center (Limited Xinyu Fuxin Investment Management Partnership (Limited Partnership), Shenzhen Kunhang No.5 Investment Partnership (Limited Partnership), Shenzhen Kunhang No.6 Investment Partnership (Limited Partnership) and Shenzhen Kunhang No.7 Investment Partnership (Limited Partnership), so as to realize the collection and unified distribution of funds within specific target subjects.

The announcement pointed out that after the private equity fund property is invested in the special purpose subject, the special purpose subject will transfer part of the funds to the investment target, and part of the funds will be directly transferred to the investor to distribute the investment income. The overall fund raising and income distribution show the characteristics of raising new funds and returning old funds.

It is worth noting that the period of the funds raised by Renhe 1 from the escrow account to the account arrival date to the actual or planned withdrawal date is 6 to 14 months, which does not match the investment period of the basic investment target, resulting in maturity mismatch. Renhe 1, Hengtong 1 and Xing Jun No.7 private equity funds failed to distribute income to investors according to the actual operating performance or income of the investment target, resulting in separate pricing.

To sum up, Renhe 1, Hengtong 1 and Xing Jun No.7 are engaged in cash pool business, which has the characteristics of collective operation, maturity mismatch and independent pricing.

Shenzhen Securities Regulatory Bureau believes that the above-mentioned behavior of Wanding Fortis belongs to the prohibited behavior stipulated in Item 3, Paragraph 1, Article 9 of Several Provisions on Strengthening the Supervision of Private Investment Funds, which violates Item 9, Article 23 of the Measures for the Administration of Private Offerings. At the same time, Liu Hao, as the legal representative, executive director and general manager of Wanding Fortis, is the person in charge who is directly responsible for the above violations.

According to the facts, nature, plot and degree of social harm of the parties' violations and relevant regulations, Shenzhen Securities Regulatory Bureau decided to give a warning to Wanding Fortis and Liu Hao, a legal person, and impose a fine of 30,000 yuan.

According to the official website information of China Foundation, Wanding Fortis was established in July 20 17 and registered in March 20 18. The types of institutions are private equity and venture capital fund managers, and the current management scale exceeds 1000 billion yuan.

Of the 10 funds registered by China Foundation, 7 funds have been liquidated. However, the three fund products issued by Shenzhen Securities Regulatory Bureau were found to have abnormal information submission, and there were many problems such as failing to submit liquidation applications and submitting audited annual financial reports on time as required.

The focus of supervision is illegal fund-raising, and new fund-raising is not common.

At the beginning of 20021,the CSRC issued "Several Provisions on Strengthening the Supervision of Private Equity Funds", requiring all registered private equity institutions to strictly abide by the regulations and operate in compliance in future business development. Among them, illegal fund-raising and helping the superior and limiting the inferior to group private placement will become some key contents of supervision.

For the equity investment market, both private equity funds and venture capital funds are facing many problems. In the process of financing facing severe challenges for a long time, there is still significant structural differentiation at this stage.

Even so, a veteran PE related person in Shanghai introduced that it is not common in the "regular army" to carry out the fund pool industry with the characteristics of collective operation, maturity mismatch and separate pricing to realize the operation of "nurturing the new and returning the old".

It is noteworthy that once the ticket was disclosed, the intricate interest relationship between Wanding Fortis and Evergrande Group also surfaced.

After penetrating the equity, the current ultimate controller, legal representative, executive director and general manager of Wanding Fortis are Gui Chaoming.

According to the historical records of Tianyancha, the founding shareholders of Wanding Fortis are Guangtian Group and Chen Yong Investment, holding 565,438+0% and 49% respectively. 20 17 1 1 month, Wanding Futong, a company just registered for four months, introduced the business of Shenzhen China Association and acquired 32% equity of Guangtian Group. At this point, Guangtian Group holds 0/9% equity of Wanding Fortis/KLOC.

An eye-catching investigation also showed that some shares of Guangtian Holding Group were in the pledge state, and were listed as 10 times during the year. Shenzhen Guangtian Group Co., Ltd. and its chairman Fan Zhiquan were listed as 55 consumption restriction orders by the court, and 104 were enforced by the court because they failed to fulfill their legal obligations on time.

It is reported that Guangtian Group is the leader in the decoration industry, and the largest customer and supplier is Evergrande Group. It is precisely because of the debt crisis of Evergrande Group that the turnover of accounts receivable in Guangtian Group is slow and the liquidity pressure is intensified, which restricts the daily operation and business development. The net profit of 202 1 is huge, with a loss of 5.588 billion yuan. Since 2022, Guangtian Group has faced risks such as litigation, arbitration, freezing of bank accounts and seizure of assets due to overdue debts.

Apart from business dealings, Guangtian Group and its actual controller, Ye Yuanxi, have close capital dealings with Evergrande Group, and often "transfuse" funds to Evergrande Group through companies established outside listed companies. It is reported that many executives of Wanding Fortis are from Guangtian Group.

According to public information and reports, Shenkunxing No.7 Investment Partnership (Limited Partnership) under Wanding Fortis invested in more than 20 enterprises under Evergrande, and * * * developed projects such as Evergrande Emerald Hua Ting, Evergrande Raceway Times and Evergrande Yue Long Platform. Shenzhen Kunxing No.5 also invested in nearly 1 1 enterprises under Evergrande, and developed projects such as Evergrande Emerald Hua Ting, Evergrande Metropolitan Plaza and Jingbei Evergrande International Cultural City. In addition, Xinyu Fuxin Investment Management Partnership (Limited Partnership) and Zheng Qi (Shenzhen) Investment Center (Limited Partnership) controlled by Wanding Fortis also invested in a number of real estate projects under Evergrande.