San Jiang Shopping prospectus doubtful clusters undisclosed important judicial documents

Source: Internet
Author: User
Fu Mian yesterday confirmed the issue price of RMB 11.80 yuan/shares, the San Jiang Shopping Club (601116.SH, hereinafter referred to as "Sanjiang shopping") Chairman Chen Nianji and his daughter's net worth will reach 3 billion yuan. Sanjiang shopping claiming to be Zhejiang's largest local community chain supermarket enterprises. According to the company's prospectus, Chen Nianji and his daughter's investment in investments in the capital are holding 71.8% of the San-san shopping.  In addition Chen Nianji individuals also hold 9269400 shares, accounting for 2.6% of the share. However, the "First financial daily" reporter received the report material shows that the San Jiang shopping offer letter of intent is suspected of many have not yet verified the statement: A, Sanjiang shopping and the original holding company Ningbo Sanjiang Investment Development Co., Ltd. (hereinafter referred to as "the Sanjiang Investment") is the legality of the procedure;  The letter of intent on the 1996 loss of the statement is true.  Disclosure of important judicial documents some of the shares in the Sanjiang shopping are still unsolved. San Jiang Shopping offer letter of intent said: "May 24, 2002, Ningbo Beilun District People's Court to make (1999) Yong Lun No. 322, (2001) Yong Lun of the words No. 595, 596, 597, No. 598 civil adjudication, The implementation of the three-Fung group in the Sanjiang investment shares transferred to the San Jiang Limited transfer of 2.6729 million yuan and the distribution of profits of 502700 yuan to discharge the three Fung group owed debt.  "To understand such a legal instrument requires a few more complex equity relationships." The predecessor of the Three Rivers shopping is Ningbo Sanjiang Shopping Club Co., Ltd. (hereinafter referred to as "Sanjiang Limited"), by the Sanjiang investment and Ningbo Grand Champs Development Zone Sanjiang Trading Co., Ltd. (hereinafter referred to as "Sanjiang trade") in September 1995, respectively, 260,000 yuan and 240,000 yuan, respectively, holding 52% and 48%. And the Sanjiang trade is funded by the Sanjiang investment.  San Fung Group in the Sanjiang investment in 12.14% shareholding, so through the Sanjiang investment and the Sanjiang trade indirectly holding the limited shares in the Sanjiang.  Once the above legal ruling is enforced, Sanfeng Group loses its shares in the Sanjiang investment and loses the holding of the limited shares in the Sanjiang.  However, some informants said the Beilun District court later revoked the enforcement of the instrument, and the San-san shopping offer letter of intent did not mention this. According to the information provided by the informant, August 17, 2004, Ningbo Beilun District People's court issued a civil decision, the ruling said: "Zhejiang High People's Court on March 19, 2002 to make (2001) Zhejiang by retrial anti-word 25th, 26, 27th civil judgments, after the legal effect, Ningbo Sanfeng Group Co., Ltd. to apply for a retrial, the Supreme People's Court of Zhejiang province ordered the high court to retrial, retrial Beilun District Rural credit cooperatives and Ningbo Sanfeng Group Co., Ltd., Ningbo HSBC Electronics Co., Ltd. reached a conciliation agreement, Returned by Beilun District Rural credit Cooperatives Ningbo Sanfeng Group Co., Ltd. 169.21750,000 yuan, and Production (2004), Zhejiang people again words 5th, 6, 7th Civil Mediation book. According to the implementation of the Hospital (2001) Zhe re-resistance words 25th, 26, 27th civil judgments have been changed by conciliation. The court said that the freeze of the three-Fung group in the Sanjiang investment in shares and dividends has no further significance.  Accordingly, in accordance with the provisions of article 140th (11) of the Civil Procedure Law of the People's Republic of China, it is determined as follows: Revoke the (1999) of the Court, the No. 322, (2001) The letter No. 595, 596, 597 and No. 598. In the case of the repeal of the earlier legal documents of the Beilun District court, the person Beilun District The court's anonymity said that he was not aware of the situation and asked the journalist to inform the Superior Court.  As of this reporter, failed to contact the High Court of Zhejiang province to verify the authenticity of the above documents. This reporter learned that the Sanjiang shopping insisted that only see the content expressed in the prospectus, do not understand that there are other legal documents revoked "(1999) Yong Lun No. 322, (2001) Yong Lun in the words No. 595, 596, 597, No. 598 Civil adjudication", is based on this instrument,  Three-Fung group in the Sanjiang Limited equity is forced to cash out. The prospectus shows that in June 2001, the Sanjiang investment of its original major shareholders to focus on the development of their main business, agreed to the Sanjiang limited to give its holding of the Sanjiang Investment Stakes. Since then, the Sanjiang Limited and Sanjiang investment of 4 of the one by one shareholders signed the acquisition agreement, and the three Fung Group is a court enforcement. The informer said that this is because the three Fung Group and the San Jiang Limited did not talk about the transfer price, so the other party by means of judicial compulsory transfer to get shares.  Interestingly, the court-mandated party is just a limited number of rivers.  The July 2002 Sanjiang Investment was eventually merged by the Sanjiang Limited absorption, and was eventually cancelled. 2004, the Sanjiang Limited will be due to the merger of Sanjiang Investment 20% of the Sanjiang trade shares were all transferred to the Sanjiang Limited senior executives Huang Yuelin. Huang Yuelin Control of the Sanjiang trade from October 2002 to December 2003, three times will be held in the Sanjiang trade of 80% Sanjiang Limited share of the full transfer to the Chen Nianji of the Sanjiang limited general manager.  At this point, the Sanjiang limited only two major shareholders Chen Nianji and Huang Yuelin. December 20, 2005, Chen Nianji invested in the establishment and investment. Among them, Chen Nianji and his daughter Chen Ying directly hold the company 80% and 20% of the shares.  After that, Chen Nianji will inject and invest in the Sanjiang limited shares.  After several increases in shares, and the final investment in the Sanjiang shopping in the proportion of 71.8%, Chen Nianji Individuals also hold 9269400 shares, accounting for 2.6% of the share.  If the above-mentioned compulsory judicial documents are revoked, the legality of the merging of Sanjiang shopping with Sanjiang investment is questionable.  1996 Loss or Profit? As for the reason that the San Jiang investment will transfer shares to Huang Yuelin, the Sanjiang shopping in the prospectussaid: "1996, when the chain supermarket industry prevalent operating loss, the Sanjiang limited operation also appears to be a loss, the Sanjiang investment shareholders and the Sanjiang Limited management of the concept of differences, Sanjiang investment decided to gradually exit the chain supermarket business, Its holding of the Sanjiang limited equity transfer to the Sanjiang limited at the time of the operating backbone Huang Yuelin. Equity transfer, Huang Yuelin in the Sanjiang Limited as deputy general manager.  "It is from the beginning of 1996, the Sanjiang limited stock rights gradually gathered in the hands of Huang Yuelin and other management, after the Huang Yuelin under the leadership of the Sanjiang limited equity and gradually transferred to Chen Nianji hands."  The 1996 Sanjiang Limited loss is the important reason to support the management shareholding.  However, the materials provided by the whistleblower show that, 1996, 1997, the Sanjiang Limited is a small profit status, and no loss. The report, signed as a major case section of the Ningbo local taxation bureau, showed that in 1996, the Sanjiang Limited net profit of 6450.72 Yuan, 1997, the Sanjiang Limited net profit of 4473.69 yuan, although the profit is meager, but there is no loss.  The report was issued on April 29, 2000. In order to verify the authenticity of the document, the reporter found a staff member of Ningbo Taxation Bureau, the person said that because time is 2000, the tax inspection report has been transferred to the archives, need time to query. As of this reporter press, Ningbo Tax bureau has not yet feedback query information.

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