Jiangsu Sailin Automobile Technology Co., Ltd. (hereinafter referred to as "Jiangsu Sailin") is extremely calm amid the whirlpool of public opinion. Except for the test driver who occasionally drives the MaiMai electric vehicle into the factory, there is no sound of any machine starting in the workshop. .
Li Ming (pseudonym), a worker in Jiangsu Sailin workshop, returned to Jiangsu Rugao in March, but until the time of publication, his work content was only training and debugging equipment, and he had not produced a single car. Li Ming was a little anxious, "Other companies have basically resumed work and production in March, and we haven't received a production notice yet."
According to his observation, there are less than 10,000 production line workers who have returned to Rugao. 50. A white-collar worker in Sailin, Jiangsu, told a reporter from the First Auto Channel that he has not been notified to return to the company since the Spring Festival holiday. Although his salary was not paid normally until April, he was "very panicked" because the car market was not good this year. , it is difficult to change jobs.
On April 27, Qiao Yudong, the former senior legal manager of Jiangsu Sailin, made a real-name report, further exacerbating the concerns of Li Ming and others. Qiao Yudong stated in the report letter that Wang Xiaolin, chairman and actual controller of Jiangsu Sailin, was suspected of making false technology investments, resulting in a disguised sale of huge amounts of state-owned capital at a low price.
What is the truth of the matter? Is Jiangsu Sailin’s suspension of production so far this year related to this? As of press time, Wang Xiaolin had not responded to questions from reporters on the First Auto Channel.
Wang Xiaolin’s car-building route map
To clarify the truth of the Jiangsu Sailin incident, we need to go back to 2009 and restore Wang Xiaolin’s car-building route in a longer timeline picture.
In 2009, Wang Xiaolin founded WM GreenTech Automotive in the United States (Chinese name is WM GreenTech Automotive Company, hereinafter referred to as "GTA"), which is engaged in the development, production and sales of energy-saving and environmentally friendly vehicles. It plans to expand its business in the United States Mississippi invested in building a factory and he served as CEO.
One of GTA’s main financing channels is the U.S. investment immigration program. From 2009 to 2013, GTA received US$129.5 million in investment from Chinese immigrant investors in the EB-5 investment project. Wang Xiaolin once said in an interview with domestic media: "As a financial professional who is involved in the automobile manufacturing industry, I formulated a conservative financial structure for the company from the beginning: no debt will be incurred before the company is put into production and sales."
After obtaining funds, GTA began to attack everywhere. In May 2010, GTA acquired Hong Kong's EuAUTO Electric Vehicle Company for approximately US$20 million, and then imported the electric vehicle Mycar (Chinese name "Maimai") ??developed by EuAuto Electric Vehicle Company into the United States for production.
With Mycar vehicle technology and the endorsement of American automobile companies, Wang Xiaolin quickly turned his attention to China. In July 2011, GTA and Shenyang Zhongrui Investment Co., Ltd. jointly established Ordos Jitai Automobile Co., Ltd. with a 50:50 share ratio, announcing that they would invest 20 billion yuan to build a production base with an annual production capacity of 600,000 vehicles. Unexpectedly, the joint venture died in just half a year. According to Qixinbao information, the operation period of Ordos Jitai Automobile Co., Ltd. was from July 6, 2011 to January 5, 2012.
But Wang Xiaolin did not give up. He turned his attention to more provinces in China. At the same time, in March 2014, GTA signed a "Distribution Agreement" with the American Saleen Automotive Inc. (hereinafter referred to as "American Saleen") for the exclusive sale of American Saleen brand cars in China. The content is that GTA will promote American Saleen cars to China. Lin produces cars and accessories. In September 2014, Wang Xiaolin established Saleen Motors International LLC in the United States (Chinese name is Saleen International Motors Company, hereinafter referred to as "Saleen International").
In June 2015, American Sailin and Sailin International signed an intellectual property licensing agreement with an amount of US$500,000 and a term of 10 years, showing that Sailin International is a wholly-owned subsidiary of GTA. The company, "may use our intellectual property worldwide (except North America, Europe, the Middle East and Australia) for the purpose of manufacturing, marketing, selling and licensing."
Since then, in addition to Mycar, Wang Xiaolin's "dish" has also included "Sailin Automobile, the legendary American supercar brand".
In September 2014, the Changsha Jinzhou New District Investment and Cooperation Bureau announced that Jinzhou New District had reached a framework agreement with GTA and planned to build a sports car production base in Ningxiang, Changsha to produce vehicles including Weimont Sailin, GTA Maimai and other models, the project will be launched as early as 2015, with a total investment of 26 billion yuan to build a vehicle production project with an annual output of 400,000 units; an investment of 8 billion yuan in the first phase will be built to build an urban electric vehicle with an annual output of 100,000 units vehicles, 100,000 Dilong electric vehicles and battery pack production lines and related supporting facilities.
Similar to the Ordos project, the GTA Changsha project came to an end until Rugao, Jiangsu, opened its arms to Wang Xiaolin.
It is worth noting that as the source of Wang Xiaolin’s car-making project, GTA has not formed substantial mass production in the United States. A U.S. Immigration Department report quoted by the Lonoke Times stated that GTA produced only 25 cars in the United States in 2015 and sold zero. As of December 31, 2015, GTA had only 75 full-time employees, which did not meet the The promise of “recruiting 350 workers and per capita salary not less than US$35,000”. This has resulted in investors in the GTA investment immigration project being repeatedly rejected when applying for green cards.
In January 2017, GTA announced layoffs and the closure of its Mississippi factory. On February 26, 2018, GTA and its affiliated company Wilmon Industrial Automotive Group submitted an application for bankruptcy protection in the U.S. Bankruptcy Court for the Eastern District of Virginia.
Arrived in Rugao
In 2016, Wang Xiaolin’s “dream of building a car” finally landed in Rugao, Jiangsu.
A "Cooperation Agreement" exclusively obtained by reporters from First Auto Channel shows that on January 28, 2016, Zifu Holdings Co., Ltd. (hereinafter referred to as "Zifu Holdings") and Nantong Jiahe Technology Investment Development Co., Ltd. (hereinafter referred to as "Nantong Jiahe") and Rugao High-tech Technology Entrepreneurship Service Co., Ltd. (hereinafter referred to as "Rugao Hi-tech") signed a "Cooperation Agreement". "After research by the three parties, it is planned to find a path for the development of China's automobile industry. Characteristic path: Through the merger and reorganization of well-known American automobile brands, advanced technologies, intellectual property and other related assets, the products will implement the "high-end, branded, differentiated" Chinese manufacturing and global sales strategy. The joint venture company plans to invest a total of 20 billion yuan in the project. , the industrial land is expected to be 2,400 acres, and the supporting comprehensive land is 1,200 acres. It is planned to produce 380,000 vehicles of various types, mainly under the Sailin brand.”
The agreement shows that Zifu Holdings is a British maintenance company. A holding company registered in Jingdao, the legal representative is Wang Xiaolin, and it owns internationally renowned automobile manufacturers such as American Wilmon Automotive Industry Group (hereinafter referred to as "American Wilmon") and Sailin International.
The production qualification of the project joint venture company comes from Jinhua Youth Lotus Holding Group Co., Ltd. (hereinafter referred to as "Jinhua Youth"). "Zifu Holdings has cooperated with Jinhua Youth to establish the Rugao Branch of Jinhua Youth Automobile Manufacturing Co., Ltd. , the branch agrees to license its commercial vehicle and passenger vehicle production qualifications to the project companies agreed in this agreement for free and permanent use. ”
With regard to American Weimo and Sailin International, the agreement contains the following. Description:
Weimao is a new energy vehicle company that develops and produces practical electric vehicles. It has wholly-owned subsidiaries, Jitai Electric Vehicle Company and Weimao Jitai (China) Sales Company. Its products Including the micro electric vehicle brand GTA MyCar. Saleen International is a sports car company famous for producing high-performance sports cars and electric coupes. Its products include the "King of Sports Cars in the World" Saleen and a series of high-end coupes.
In the second item of the agreement, "Rights and Obligations of the Contracting Parties", Zifu Holdings is required to transfer all assets and assets of its subsidiary Sailin International Automobile Company within 10 working days after the signing of the agreement. After the intellectual property rights are fairly evaluated by a third party with securities asset appraisal qualifications, the evaluated value is injected into Rugao High-tech. The assets include but are not limited to Sailin brand, trademark, LOGO, vehicle models, technology and all intellectual property rights.
Domestic media once reported: "In 2014, Wang Xiaolin persuaded Steve Sailin, the founder of Sailin Automobile, to acquire Sailin Automobile. This gave him control of the products and technical resources of multiple car series. "But according to the annual report information released by American Sailin on the website of the Securities Regulatory Commission, there is no equity relationship between American Sailin and Sailin International.
In February 2016, Nantong Jiahe acquired all the shares held by the original shareholders of Rugao High-tech. In March 2016, Nantong Jiahe introduced Nantong Weimeng Automobile Technology Co., Ltd. (hereinafter referred to as "Nantong Weimeng"), Rugao Jitai Electric Vehicle Technology Co., Ltd. (hereinafter referred to as "Rugao Jitai"), which is actually controlled by Wang Xiaolin, by increasing capital. Nantong Shimai Automobile Technology Co., Ltd. (hereinafter referred to as "Nantong Shimai") ??and Rugao Salin Hybrid Vehicle Technology Co., Ltd. (hereinafter referred to as "Rugao Salin") are four wholly-owned enterprises.
After the capital increase was completed, Rugao High-tech was changed from a wholly state-owned company to a non-state-owned holding company and renamed Jiangsu Sailin Automobile Investment Co., Ltd. (later renamed "Jiangsu Sailin Automobile Technology Co., Ltd."), with a registered capital of It increased to 9.65863 billion yuan, of which Nantong Jiahe increased its monetary capital by approximately 3 billion yuan, and the remaining four shareholders contributed approximately 6.66 billion yuan with authorized non-patented proprietary technology rights. In March 2018, the legal representative of Jiangsu Sailin was changed to Wang Xiaolin, Nantong Jiahe increased its registered capital to 3.4 billion yuan, and Jiangsu Sailin's registered capital was changed to 10 billion yuan.
In October 2016, Jiangsu Sailin invested in the construction of two factories in Rugao, with an investment of 6 billion yuan in the first phase. Among them, the "small factory" produces Maimai electric vehicles, with a planned annual production capacity of 70,000 units; " "Big Factory" plans to produce supercar performance SUVs with a planned annual production capacity of 150,000 units. In 2018, Wang Xiaolin announced that the S1 supercar would be put into production in July 2019 and the S5 electric supercar would be put into production in 2020.
In November 2019, Jiangsu Sailin’s first model, the customized version of Maimai, was launched. The car is a two-door micro electric car. The reporter was unable to find out the actual sales volume of Maimai from the Passenger Car Association or compulsory traffic insurance data.
On May 7, many front-line production line workers in Jiangsu Sailin told a reporter from the First Auto Channel that the output of MaiMai electric vehicles in 2019 was about 1,000 units; after the Spring Festival this year, the company's production of MaiMai electric vehicles " The "small factory" has not resumed production and has only built two process workshops, welding and final assembly; the "big factory" manufacturing equipment has not yet been fully installed and has no production capacity.
The reporter visited two factories in Sailin, Jiangsu Province and found that there were about 1,000 Maimai electric vehicles parked in the factory area.
Is it a false investment?
On April 27 this year, Qiao Yudong, the former senior legal manager of Jiangsu Sailin, reported Wang Xiaolin’s suspected false investment on Weibo with his real name.
Qiao Yudong said that Wang Xiaolin, through a "shell company" actually controlled by him, made a false investment in 2016 using technology licensed for use that did not meet the investment requirements as investment property, adding that the historical purchase price was 20.5 million. The non-proprietary technology use rights in U.S. dollars were valued at nearly 6.66 billion yuan through capital increase and shareholding. Without the ability to handle the property transfer procedures for the proprietary technology use rights as an investment, Jiangsu Sailin was unable to Lin holds about 66% of the shares.
“Because the company actually controlled by Wang Xiaolin does not have the ability to handle the property transfer procedures for the use rights of the proprietary technology authorized by others as an investor to Jiangsu Sailin, it is suspected of constituting a false investment.” Qiao Yudong said.
The reporters obtained the Central Songde (Beijing) Asset Appraisal Co., Ltd. (hereinafter referred to as "Zhonghuan Songde") and Bandung (Shanghai) Asset Appraisal Co., Ltd. (hereinafter referred to as the "Wanlong Appraisal"). The “assessment report on the project investment plan for the intangible assets held by Jiangsu Sailin’s four non-state-owned shareholders” shows that four companies including Nantong Weimeng and Rugao Jitai all invested in the technical assets of one model, ***4 models car model.
The valuations of the four models by the two appraisal companies are exactly the same. Among them, the valuation of "Jitai·Maimai·MyCar" is 1.10692 billion yuan, and the remaining three models marked as Sailin brand are valued at 1.10692 billion yuan. The values ??are 1.88042 billion yuan, 1.89452 billion yuan and 1.77627 billion yuan respectively, and the total valuation prices are 6.65813 billion yuan. In addition, the evaluation teams of the two evaluation companies were stationed from January 20 to January 26, 2016, and the investigation time was one week.
According to the 2018 annual report of American Sailin, after Sailin International filed for bankruptcy in March 2018, the company sent the latter a notice of immediate termination of the agreement and license.
In response to Qiao Yudong’s report, Jiangsu Sailin issued a statement on its official Weibo on April 29: In view of Qiao Yudong’s continued fabrication and dissemination of false news, the company has pursued Qiao Yudong in accordance with the law through criminal charges, civil lawsuits, etc. Criminal liability and civil liability.
Nantong Jiahe issued a statement saying that it had begun to conduct relevant verifications on the content involved in Qiao Yudong’s report in October last year, adding that “the technical investment involved in the establishment of Jiangsu Sailin has been inspected and discussed by relevant experts. Authoritative sources commented that it has been evaluated by an independent appraisal agency with asset appraisal qualifications, and the level of investment complies with national laws and regulations of Sailin Automobile Company."
You Yunting, senior partner of Shanghai Dabang Law Firm. A reporter told reporters that the legal conditions for investment in intangible assets are "can be valued in currency and can be transferred." From this perspective, the right to use intellectual property is not excluded from the scope of investment. In judicial precedents, many courts have recognized it. The right to use intellectual property can be used as a shareholder contribution.
"However, from a legal analysis, we believe that the right to use as an investment should be an exclusive license, because the "Company Law" stipulates that 'if investment is made in non-monetary property, the transfer procedures for its property rights should be completed in accordance with the law. '. If it is not an exclusive right of use, the condition of transferring property rights to the target company cannot be met," You Yunting said.
You Yunting also pointed out that if the authorized intellectual property rights have a validity period, the capital should be reduced in a timely manner according to the validity period. According to the reports of two asset appraisal companies, the technology authorization period of the four models used for investment is 20 years, and the rights holders are Steve Saleen (the founder and individual major shareholder of American Saleen) and Saleen International.
According to Qixinbao information, from July to November 2019, four non-state-owned shareholders of Jiangsu Sailin pledged part of their Jiangsu Sailin equity to Nantong Jiahe 12 times , with a financing amount of 2 billion yuan. In July 2019, Jiangsu Sailin pledged 28 sets of production equipment to Nantong Jiahe. The value of the collateral was approximately 1.212 billion yuan, and the guarantee amount was 1.2 billion yuan.
A person who requested anonymity said that the equity held by the four non-state-owned shareholders corresponds to the authorized use of intellectual property rights, which "cannot be mortgaged because it is not liquid." In addition, manufacturing Equipment chattel mortgages will be valued at 60-70% due to depreciation, etc. The total value of equipment pledged is about 1.2 billion yuan, which is relatively high.
The person also said that Jiangsu Sailin's non-state-owned shareholders used intangible assets with a historical purchase cost of US$20.5 million and manufacturing equipment purchased by state-owned shareholders' capital, leveraging a total of 6.6 billion. Monetary funds in yuan and renminbi.
As of press time, production line workers said they had not been notified of resuming production. When does Jiangsu Sailin plan to resume production? How did Wang Xiaolin respond to Qiao Yudong’s report? The reporter tried to contact Wang Xiaolin but did not receive a reply.
This article comes from the author of Autohome Chejiahao and does not represent the views and positions of Autohome.