Waigaoqiao involvement Guarantee Obligation Taizhou sun company funds black hole doubt

Under the halo of the FTA, the shares of Waigaoqiao (600648.SH) are climbing. But a small pharmaceutical company in Taizhou, Zhejiang, has become an embarrassment for its aura. "First Financial daily" Reporters in the field visit, found that the Waigaoqiao management for a long time to the board and investors to conceal its wholly-owned subsidiary of Taizhou Waigaoqiao Unicom Pharmaceutical Co., Ltd. (hereinafter referred to as "Taizhou Waigaoqiao" or "Taizhou Company") embarrassing situation. This company not only has the mismanagement, the management is disorderly, the actual control person Chen Dati to violate the shareholder benefit and so on various problems, also involved in a land to cause the criminal case, even the Waigaoqiao listed company's senior executives also feared the upper body. People familiar with the matter said that, today, Taizhou company has insolvency, still owe Waigaoqiao 15 million yuan cushion. At the end of September this year, the Waigaoqiao management called on the board of Directors to continue to invest 40 million yuan to prevent the listed companies from being implicated in the security liability. The related background is that, in 2011, Chen Dati was detained and released on bail because of the illegal alteration of the nature of the land. A senior executive at Waigaoqiao has also been detained locally. The case is not yet completed. For Waigaoqiao, Taizhou company is undoubtedly a hot potato, but has been unable to let go. Trace the story, the clue points to the actual control of the company's Chen Dati. The fatal land case Chen Dati is not a major shareholder in Taizhou Waigaoqiao. In fact, Waigaoqiao established in 2001 a company named Shanghai King and Health Industry Co., Ltd. (hereinafter referred to as "Shanghai King and"), the sole proprietorship companies, the main purpose is to participate in the investment Taizhou Waigaoqiao. At the beginning of the establishment, Shanghai King and Taizhou Waigaoqiao 59.5% shareholding, the actual control of Chen Dati and concerted action holders of 40%, Waigaoqiao stationed in Taizhou's operating personnel Lu Biao shareholding 0.5%. Of the 3 members of the company's board of directors, there is only one person in Waigaoqiao, and the other two are Chen Dati and their concerted action. After several stock rights change, the company's actual control person is still Chen Dati. Taizhou 100 kilometers away from the Xianju County is a castle peak surrounded by green water alongside the city. Taizhou Waigaoqiao, the chemical enterprise that produces antibiotic intermediates, was once located in the most scenic east gate of the county. Now, it is not far from the old site has risen to the top of the garden of the Villa area, and this piece of less than 10 acres of the old plant, also built multi-storey homes and villas. However, when the reporter walked into the community built on the old factory, it was a dilapidated scene. The shabby gate has neither the number nor the name of the community. The watchdog saw the stranger start to growl, then barked, led to the sound of the Earth dog, but did not see the janitor. 4 built multi-storey residential buildings have a large number of window frames are not installed, sporadic several of the bottom unit with a roll door, Spring Festival couplets mottled fade, reminding reporters here inhabited. Go further, is a row of 5 villas, all the door locked. Reporter approached a voice of the residents, Snoop here vacant house can buy. But the person in the building is very cautious, waving a hand to say the house does not sell. The house here is really not available for sale. Multiple insidersShi told the reporter, Taizhou company in the old site for commercial residential development, did not obtain industrial land change use permission. These building basically completed the house in addition to part of the pre-sale, is now frozen. Due to the pollution problem, the local government in 2004 requested the chemical enterprises in the county to move out. There is pollution in Taizhou waigaoqiao production process, and it is more unavoidable to relocate. After the relocation, because of various internal and external reasons, Taizhou company's operation began to decline. According to the report of the Waigaoqiao management to the Board of directors, the local government did not compensate for the relocation. On the other hand, Taizhou company changed land use to build commercial housing and sales. As early as 2009, the Waigaoqiao Board of Supervisors pointed out the risk of the problem to the management of the company and urged the management to urge the company to coordinate with local authorities to change the nature of the land. In 2011, in a centralized clean-up of the local government, the Ministry of Land transferred the case to the Public Security department. Chen Dati and Waigaoqiao Company as general manager of the Lu Biao both detained, almost implicated as Taizhou company chairman of Waigaoqiao listed company a senior executive. In order to pay bail for the resident, Waigaoqiao agreed to Shanghai and to Taizhou Waigaoqiao to provide 5 million yuan temporary loans. The land incident became the last straw to crush Taizhou Waigaoqiao. After the incident, although the Waigaoqiao side made unremitting efforts, the cumulative cushion of 15 million yuan for Taizhou company repayment Maturity Loan principal and interest; but the financing predicament of Taizhou company is further aggravated, the bank breaks the loan successively, the loan that expires is no longer offered to renew the credit. In September this year, a local bank to Taizhou Waigaoqiao's two total amount of 25 million yuan loan expires, and Shanghai King and the joint responsibility. Waigaoqiao has already handled the change of stock right in July this year, will invest directly in Taizhou Company's Shanghai scene and transfer to the body, try to isolate the guarantee liability and potential lawsuit risk. But banks may still be suing the Waigaoqiao on the basis of failing to fulfill their obligation to inform. At this time for Waigaoqiao senior executives, since Zhibao, only to bite the bullet, the request board authorized to come up with real gold and silver, one-time solution to the Taizhou Company's security obligations. Fund black hole people familiar with the matter said that as a wholly owned subsidiary of Waigaoqiao, Shanghai King and the loan guarantee to Taizhou Waigaoqiao is still 40 million yuan. This amount has greatly exceeded the previous 5 million yuan bail and 15 million yuan cushion funding, the need for board authorization. According to the reporters of the Waigaoqiao Board of Directors meeting Materials, the company's management of Taizhou company's problems give two ways to solve. One is to continue to solve in vitro, that is, to take out 40 million yuan to help Taizhou company repayment. Second, the body to solve, that is, from the acquisition side back to the Taizhou company equity, and increase the capital of 40 million yuan. Either way, the money is listed companies out. As of June 30 this year, Taizhou company assets of 131 million yuan, a liability of 186 million yuan. At the Waigaoqiao board on September 30, the motion on the follow-up to the disposal of the scene and the transfer of equity was arranged on the last item, and only one abstention in the bill was voted on.Pass. Those who abstained were worried that the 40 million yuan would be "wiped out", according to people familiar with the matter. When the reporter walked into the county of Taizhou Waigaoqiao 12 kilometers of the plant, the director of the concerns of the present. It covers about five or six times times the old plant, but 10 plants are empty. Some of the windows are fragmented, and the fabric used to fill the holes is torn into pieces by the wind, and the doors open, the machinery and equipment have begun to rust and the debris on the ground is covered with dust. In the office building, the left-behind people carelessly surf the internet and are not at all defensive about the uninvited journalists. One staff member said they had been shut down for a long while. The stagnation of production is still only superficial. What is more worrying is that the problem of the chaos of Taizhou's governance is long-standing. Even before the land incident, there were concerns inside Waigaoqiao that Chen Dati's actual control of Taizhou could hurt the interests of listed companies. For example, Taizhou Company and Chen Dati holding 90% of a Jiangxi company has a large number of related transactions, to the latter procurement of nearly 60% raw materials. and Waigaoqiao can not control the decision-making of Taizhou company, so it is difficult to exclude the possibility of the transfer of the interests of Taizhou. The reporter left Taizhou waigaoqiao factory when looking back at the door, the ground unexpectedly has a group of sparrows, immediately became an idiom annotation figure.