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Original title Foggy! 8.3 billion financial black holes,Shanghai Electric(Rights protection) Why lend a huge amount of money to the mine’s subsidiary? Can the SFC investigate the mystery?
After the 8.7 billion accounts receivable of Shanghai Electric Communication Technology Co., Ltd. (hereinafter referred to as “Shangdian Communication”) exploded, Shanghai Electric (601727) has fallen by more than 20%, and its total market value is still more than 60 billion yuan.
As a large state-owned listed company, Shanghai Electric has a long history with annual revenue of more than 130 billion yuan and total assets of more than 300 billion yuan. Why did it stumble on a subsidiary that only holds 40% of its shares? In extreme cases, power-on communications will cause Shanghai Electric to incur a loss of 8.3 billion yuan, which is more than the total net profit of the listed company in the past two years.
There are a lot of doubts about the incident: Does Shanghai Electric have a controlling stake in Shangdian Communication as stated in the announcement? What is the background of the other shareholders of Shanghai Telecom? Who will lead the private network communication business?Why does Shanghai Electric provide shareholder loans of 7.8 billion yuan that far exceed its business needs for Shangdian Communications, which has an annual revenue of less than 3 billion yuan?
A reporter from the Securities Times learned that Shanghai Electric’s loan support for Shanghai Electric’s nearly 8 billion yuan was concentrated in December 2020, the end of February 2021 to March 2021, and May 2021. Especially in May of this year (14th, 15th, 27th, 28th), the shareholder loan obtained by Shanghai Electric Communications reached as much as 2.9 billion yuan, and this point is very close to Shanghai Electric’s “Blasting Thunder” announcement (May 29th). From the announcements of other listed companies, it can be known that the downstream customers of Shanghai Power Communications, Fushen Industrial and Global Vision, have been overdue in payments since at least June 2020.
After Shanghai Electric lent a huge amount of funds, it exposed the risks of its subsidiaries in just a few days, and believed that full losses might occur. The plot reversed so quickly, and the public naturally asked whether Shanghai Electric knew that power-on communications would “explode.” “Still lending huge sums of money? How are relevant decisions made?
Due to violations of information disclosure, Shanghai Electric received the company’s “Investigation Notice” from the China Securities Regulatory Commission on July 5. The investigation by the China Securities Regulatory Commission on Shanghai Electric should be related to the power-on communications lightning incident. Can the mystery be solved?
Who actually controls the power-on communication?
Before the thunderstorm, Shangdian Communication, as a holding subsidiary, rarely appeared in Shanghai Electric’s announcements. Only the periodic report showed that the listed company had invested 200 million yuan in its investment and held 40% of its shares, which was included in the scope of the consolidated statement.
Although Shanghai Electric is the largest shareholder of Shanghai Electric Communication, from the perspective of its shareholding structure, it is doubtful whether it has actual control over Shanghai Electric Communication (Figure 1).
Shanghai Xingditong Communication Technology Co., Ltd. (hereinafter referred to as “Shanghai Xingditong”), the second largest shareholder of Shanghai Telecom, holds 28.5% of the shares; Shanghai Dongjun Investment Management Co., Ltd. (hereinafter referred to as “Shanghai Dongjun”), Beijing Fu Xinfengyuan Trading Co., Ltd. (hereinafter referred to as “Beijing Fuxin”) and Anshan Shenghua Technology Co., Ltd. each hold 8.5% of the shares (hereinafter referred to as “Anshan Shenghua”); Shanghai Naipan Enterprise Management Partnership (Limited Partnership) (below) Called “Shanghai Naipan”) holds 6%.
The actual controller of Shanghai Xingditong is Sui Tianli, and the executive partner of Shanghai Naipan is also Sui Tianli. The two together hold 34.5% of the shares, which is not much different from the shareholding ratio of Shanghai Electric. Shanghai Dongjun, Anshan Shenghua, and Beijing Fuxin are respectively Liang Shan, Wang Jicai, and Wu Baosen. These three are also limited partners of Shanghai Naipan, each accounting for 19.96% of the shares. If they are consistent with Sui Tianli, the total Controls 60% of the equity of Shangdian Communication, far exceeding Shanghai Electric.
Shanghai Naipan is more like a shareholding platform built by Sui Tianli for the operation and management team of SEC. Liang Shan, Wang Jicai, and Wu Baosen, who own shares, are all directors of SEC. General manager and legal representative Shen Xin, and director Yan Jianping , Supervisor Fan Hongming also has a share in Shanghai Naipan. Former director Mao Limin and former supervisor Zhang Yingrong are also share holders of Shanghai Naipan.
Among the nine key personnel of SEC, only the chairman Chen Ganjin has a background in Shanghai Electric, and the supervisor Mei Jianzhong is from the audit department of Shanghai Electric. Except for these two, the rest have nothing to do with Shanghai Electric or even Shanghai State-owned Assets.
Therefore, regardless of the shareholding ratio or the status of the management team, Shanghai Electric has no advantage compared with Sui Tianli and others, and the controlling position is doubtful. Two days before the announcement of the thunderstorm (May 28), the remaining 60% shareholders of SEC (Shanghai Xingditong, Shanghai Dongjun, Anshan Shenghua, Beijing Fuxin, Shanghai Naipan) will hold all the shares Pledge to Shanghai Electric, the latter means preservation and accountability are obvious.
How did the 7.8 billion shareholder borrowing happen?
In addition to the question of controlling rights, Shanghai Electric’s loan of 7.8 billion yuan for Shanghai Electric Communication is even more strange.
The major risk warning announcement on the evening of May 30 showed that Shanghai Electric would incur a loss of 8.3 billion yuan under extreme circumstances. This loss comes from two sources: the book value of 526 million yuan in shareholder equity of Shanghai Power Communication, and the total shareholder loan of 7.766 billion yuan provided by Shanghai Power Communication.
Huge shareholder loans may not be recovered, which is the biggest problem facing Shanghai Electric. So, how was the money borrowed? There is only one sentence in Shanghai Electric’s announcement related to this: “As the communications company’s business develops, the company has increased its financial support.”
According to the announcement, Shangdian Communication is engaged in private network communication business. The sales model adopted is that the customer pays a 10% advance payment in advance, and the remaining payment is paid in installments according to the agreement after the order is completed and delivered. In a series of related cases previously verified by the reporter, listed companies also need to make full prepayments for upstream suppliers of private network communications services. This business model determines the huge capital needs of SEC.
According to documents obtained by a reporter from the Securities Times, Shanghai Electric borrowed (or entrusted loans) 7.766 billion yuan to Shanghai Telecom from May 10, 2019 to May 28, 2021, and from June 1 to 3 after the lightning incident. There were three more loans totaling 25.7 million yuan, almost all of which were used for “supplement of working capital” (Table 1).
Analyzing these “Loan Contracts”, we can find many strange points.
The two loans shown in 2019 were 300 million yuan and 190 million yuan respectively, and the agreed loan terms were both about 3 years, while the terms of other borrowings were all one year. The contract versions used in these two loans are consistent with the four loan contracts provided by Shanghai Electric in February and March 2021 to Shanghai Telecom. They are all 4-page simplified versions, and some of the handwritings are very similar. In December 2020, Shanghai Electric and Shanghai Power Communication signed 5 “Loan Contracts”, using a 12-page version with very detailed provisions.
If you exclude the two three-year loan contracts shown in 2019, it can be found that Shanghai Electric’s loans to Power Communication are concentrated in December 2020, the end of February 2021 to March, and May 2021, with a total amount of 7.3 billion yuan. Yuan.
Two questions arise from this: First, before December 2020, without the support of Shanghai Electric’s loan, how will the funding needs of Power Communication be resolved?The second is that there are also private network communication servicesRiscomdaIn the announcement, it was stated that downstream customers Fushen Industrial Co., Ltd. and Global Jingxing Industrial Co., Ltd. (both of them are SEC customers) have already experienced late payment since June 2020, and the risks have emerged. Shanghai Electric is in such a situation. Why do we need to make large shareholder loans under the circumstances?
The reporter inquired on the unified personal property financing registration and publicity platform of the Central Bank’s Credit Information Center (ZD.com) and learned that Shanghai Telecom had transferred accounts receivable from downstream customers toChina Merchants SecuritiesAsset Management, Shanghai National Factoring,Bank of CommunicationsShanghai Branch, Bosera Fund and other institutions have raised funds to accumulate 4.656 billion yuan (Table 2).
The settlement mode of the private network communication business of Shanghai Power Communication also determines that it must finance the high accounts receivable of downstream customers in order to be able to prepay a high proportion of upstream suppliers when purchasing raw materials. In the case of normal payments by downstream customers, such a model should be maintained.
Unfortunately, Shangdian Communication eventually broke out as much as 8.7 billion yuan in overdue accounts receivable.
When downstream customers pay overdue, the entire chain will not work. The background of Shanghai Electric’s provision of shareholder loans to Shangdian Communication may originate from this.
According to data from China Deng.com, the accounts receivable of 4.656 billion yuan transferred to the aforementioned financial institutions and factoring companies by Shanghai Telecom will be deregistered on January 6, 2021 and at the end of May and early June. Among them, 1.881 billion yuan was deregistered on January 6, and 2.775 billion yuan was deregistered from May 28 to June 2. As for the reason for the deregistration, it was not that the debtor of the accounts receivable paid, but that the repurchase was repurchased by Shanghai Electric. The funds for the repurchase came from Shanghai Electric’s shareholder loans.
As mentioned earlier, since December 2020, Shanghai Electric has provided a total of 7.3 billion yuan in loans to Shanghai Telecom. Among them, on May 29, Shanghai Electric provided a single loan of 2.588 billion yuan to Shanghai Telecom, and the total borrowing in May was 3.48 billion yuan. Shanghai Electric’s major risk warning announcement shows that in May 2021, Shanghai Electric has acquired 2.775 billion yuan of off-balance sheet accounts receivable (just the same as the amount of deregistration from May 28 to June 2). It can also be seen that Shanghai Electric’s shareholder loans were used by Shanghai Electric to repay the factoring financing of accounts receivable.
Then, Shanghai Electric knows that the accounts receivable of Shanghai Electric Communication is overdue, and factoring financing with such accounts receivable as the underlying assets will also generate bad debts. It stands to reason that the bad debt risk of the accounts receivable will be borne by Shanghai Electric Communication. Fortunately, why does Shanghai Electric still have to borrow to repurchase the accounts receivable from Shangdian Communication under this circumstance?
The reporter obtained the “Oriental Huitianfu·Shanghai Electric Factoring Financing Creditor’s Second Asset Support Special Plan Specification”, which shows that the total scale of this ABS is 811 million yuan, and the accounts receivable of Shanghai Power Communication is one of the underlying assets. one. According to the information from ZD.com, this series of ABS has been released to the 9th issue. In terms of credit enhancement measures, Shanghai Electric must assume the liquidity support obligation for ABS and has issued a “Liquidity Support Commitment Letter.”
In addition, Shanghai Electric’s announcement disclosed that the balance of Shangdian Communication’s commercial bank loans was 1.252 billion yuan, and there was a risk that such loans could not be repaid as agreed. The announcement stated that “the company did not provide guarantees for the external borrowings of the above-mentioned communications companies”, but “issued a comfort letter or liquidity support letter to commercial banks” for 902 million yuan.
A lawyer in the industry told reporters: “The so-called liquidity support letter is something alienated in practice. It is actually used to avoid the expression of’guarantee’. Because the’guarantee’ will involve public company announcements, etc., in order to circumvent this problem, Various other names are used to detour. If litigation is involved, the judicial authority may consider it as a guarantee, because the “Minutes of the Nine Peoples Meeting” issued by the Supreme People’s Court at the end of 2019 has explained and determined whether the liquidity support letter is a guarantee or not. .”
Perhaps it is precisely because of similar “liquidity support” promises that even after the mine explosion announcement was disclosed, Shanghai Electric was forced to continue to provide loans to Shanghai Telecom.
Prior to the “Blasting Thunder” announcement, Shanghai Electric’s huge shareholder borrowings from Shanghai Telecom had never been “words” in the announcement. Investors also had no way of knowing what decision-making procedures the listed company had followed, and whether it complied with the company’s internal financial disciplines and disciplines. Internal control? On the other hand, Shanghai Electric holds 40% of the shares of SEC and provided nearly 8 billion yuan in loans. Have other shareholders matched the corresponding loan support according to their shareholding ratio? Obviously, no.
On May 31 and June 29, Shanghai Electric signed two “Accounts Receivable Pledge Contracts” with Sec It is pledged to Shanghai Electric by way of position as a guarantee for the main creditor’s rights of 7.791 billion yuan. In addition, Shangdian Communication also mortgaged all the company’s equipment, inventory, office supplies and other related assets to Shanghai Electric, which also provided guarantee for the main creditor’s rights.
Who is the upstream supplier?
In addition to possibly far surpassing Shanghai Electric in terms of shareholding, Sui Tianli also controls the private network communications business operated by Shanghai Electric Communications. Shanghai Electric did not disclose the list of upstream suppliers of Shangdian Communication, but a reporter from the Securities Times found that 3 suppliers could be identified-Ningbo Hongzi Communication Technology Co., Ltd. (hereinafter referred to as “Ningbo Hongzi”), Shanghai Hengchang Communication Technology Co., Ltd. (hereinafter referred to as “Shanghai Hengchang”),Zhongli Group(002309.SZ), both are closely related to Shanghai Xingditong Communication Technology Co., Ltd. (hereinafter referred to as “Shanghai Xingditong”) in which Sui Tianli holds 90% of the shares.
Ningbo Hongzi and Shanghai Hengchang also sold their products to Shanghai Power Communication by means of financial leasing. The 3 registrations on June 24, 2019 of ChinaDeng.com showed that Ningbo Hongzi twice sold 3,600 sets of Ded-1 data codec boards and 3,600 sets of HVD-PU high-definition video data processing boards to China Construction Investment Leasing Co., Ltd. The company, the latter leased to Shanghai Power Communication in the form of financial lease, the value of the two leased properties was 112 million yuan. The products sold by Shanghai Hengchang in the same way are 7,200 AP-10 wireless ad hoc network boards, 7,200 MWS-PU microwave signal processing boards, and the value of the leased property of Shanghai Power Communication is 89,277,200 yuan.
Ningbo Hongzi isHongda New Material(002211.SZ) Associated company of the controlling shareholder, Shanghai Hengchang was once the largest supplier of Hongda’s new material private network communication business. A few days ago, a reporter from the Securities Times visited Shanghai Hengchang. Its staff said that the company only does trade and does not actually produce. It mainly sells the products of Shanghai Xingditong to downstream companies. There is no longer any relationship with Shanghai Hongzhu (Hongda Xincai is engaged in the business of private network communication business). At this point, it can be explained that at least part of the production materials of Shanghai Power Communication is purchased from Shanghai Xingditong through Shanghai Hengchang.
Another determinable supplier of Shanghai Power Communication is Zhongli Group. The main suppliers during Zhongli Group’s private network communication business include Ningbo Hongzi, New Generation Private Network, Heico Communications, etc. The final source also points to Sui Tianli.
In addition to Shanghai Electric’s failure to disclose the upstream suppliers of PowerCom, the names of downstream customers and the total amount of accounts receivable are also incompletely disclosed.
Shanghai Electric announced on May 30 that the total amount of receivables from Shanghai Power Communication was 8.672 billion yuan. Clients involved Fushen Industrial Company (hereinafter referred to as “Fushen Industrial”), Beijing Capital Venture Group Co., Ltd. Trading Branch (hereinafter referred to as “Capital Trading”), Harbin Industrial Investment Group Co., Ltd. (hereinafter referred to as “Harbin Industrial Investment”), Downstream customers such as Nanjing Changjiang Electronics Information Industry Group Co., Ltd. (hereinafter referred to as “Changjiang Electronics”). Shanghai Electric stated that it has sued these companies to recover the purchase price.
However, a reporter from the Securities Times found out on Zhongdang.com that, in addition to the aforementioned four downstream customers of Shanghai Telecom, they also include Global Vision Industrial Co., Ltd. (hereinafter referred to as “Global Vision”). The accounts receivable of Shanghai Power Communications is not only 8.672 billion yuan, but 9.04 billion yuan, of which Global Jingxing 3.478 billion yuan, Yangtze River Electronics 2.192 billion yuan, Fushen Industry 1.786 billion yuan, Capital Trading 1.193 billion yuan, Harbin Engineering The investment is 393 million yuan.
How many secrets are there?
One afternoon in late June, a reporter from the Securities Times visited Shanghai Telecom. After breaking through the door guard, he explained to the front desk staff that he would visit Shen Xin, the company’s legal representative and general manager. The front desk staff called Shen Xin and asked if he should let the reporter go directly, but after hanging up the phone, he said to the reporter that “Mr. Shen is not out of the office.” Immediately, a person called “Mr. Zhang” appeared, and after checking the reporter’s ID, he was asked to take the reporter to the conference room on the first floor. After repeated questioning, “President Zhang” said that Shen Xin was still in a meeting and asked the reporter to wait.
About 5 minutes later, three security guards came to the conference room on the first floor and asked the reporter to leave. There was a stalemate for 15 minutes. The reporter left Power on Communication surrounded by three security guards. He wanted to take a photo with his mobile phone in the middle, but was forced to press the power button by the security guard.
Afterwards, Shanghai Electric apologized to the Securities Times reporter. The reporter sent the interview outline at the company’s request. The company replied that there is no further information to provide other than the announcement, and it will be implemented in a timely manner in accordance with the Shanghai and Hong Kong listing rules and other laws and regulations. Information disclosure obligations.
Prior to this power-on communication risk incident, the company had undergone a series of personnel changes. The former chairman and legal representative Lv Yachen (also vice president of Shanghai Electric) retired in April last year. The related industrial and commercial change occurred in January this year. Mr. Lv Yachen’s chairmanship of Shanghai Telecom was taken over by Chen Ganjin, and the legal representative was appointed by the general manager. Manager Shen Xin took over. In April of this year, Lv Yachen accepted the disciplinary review and supervision investigation of the Shanghai Municipal Commission for Discipline Inspection on suspicion of serious violations of discipline and law. Whether Lu Yachen’s fall from the horse is related to the lightning explosion of Power-on Communications is still unknown.
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