Reporter | Xi Manlin
Editor | Ceng Fubin
*ST health (002450.SZ) 12 billion " monetary door " relevant incident is fermenting.
On May 12 evening, jiangsu saves small gain of government of public security bureau of city of Home Zhang harbor to release a message to say, health invest a group limited company (next weighing health get a group) Inc. of group of composite material of president, Kang Dexin (next weighing *ST health, 002450.SZ) large stockholder and jade of bell of effective control person, because be suspected of crime,be adopted by police criminal coercive measures.
To this, zhejiang makes rich Li Jian of abundant attorney office's lawyer expresses to interfacial journalist, zhong Yu is adopted scheme of public security of imply of criminal coercive measures is tentative grasp its crime fact, " program of case of conduction criminal of public security mechanism sets " the 175th regulation: After public security mechanism accepts a case, via examining, think to guilty fact needs to investigate criminal duty, and belong to oneself administer, via approval of chief of body of public security of prefectural class above, give put on record.
"At present public security mechanism did not report the charge that Zhong Yu is suspected of by punishment arrest, according to card inspect announcement of meeting put on record, Zhong Yu is in appear on the market the large stockholder of the company and fact control person share, combine 12.21 billion yuan of deposit that annals announced 2018 to disappear without trace incident. " judgement of Li Jianchu pace, "Its may be suspected of violating it is compasses exposure, important to be not announced information blame, be suspected of divert capital blame likely also, specific maintain with the judiciary to allow. Specific maintain with the judiciary to allow..
On May 13, *ST health dish in seal drop stop to closing quotation, sign up for 3.87 yuan, drop 4.91% , seal sheet 160 thousand hand, newest market prise has 13.7 billion only.
On May 13, *ST Kang Defa goes out " a letter that sends faculty " , call this second incident, can not be opposite the production of the company becomes immediate impact via building.
Open letter says, basis " company method " relevant provision, the board of directors is internally the control firm work, managemant decision that represents a company external and business actuator. At this late hour, board of directors and administrative group go all lengths, make the problem of company early days is managing clear stage by stage.
Li Jian expresses, without doubt, jade of bell of person of large stockholder, effective control is adopted criminal coercive measures will give appear on the market the company brings serious effect, face card prison twice in the company especially below the circumstance of meeting put on record, it is not just " shake soldier's morale " , " a group without leader " , cause company management occurrence difficulty, bring about share price likely still to drop continuously stop, investor is disastrous.
Large stockholder cash reserve in a bank manages an agreement to put an issueOn April 30, *ST health must publish annual report: Up to the report period end, fund of money of company Zhang face fifteen billion three hundred and sixteen million yuan, among them 12.21 billion yuan deposit the monetary fund at Xidan subbranch of a bank " disappear without trace " .
To afore-mentioned annals, what all company director expresses that he cannot assure year report content is true, accurate, complete, accountant office issued the audit that cannot express an opinion to report.
Among them, independent director is oppugned strongly to the actual existence of remaining sum of afore-mentioned one billion four hundred and ten million and sixty-five thousand four hundred and eight deposit. Independent director Chen Dong expresses: "This deposit both neither can be used at paying also cannot be carried out, and subbranch of a bank of Beijing bank Xidan once oral response ' usable remaining sum is 0 ' , register accountant at this point pen deposit gives out ask card to case to subbranch of a bank of Beijing bank Xidan, the other side did not reply up to now. The other side did not reply up to now..
Hand in place greatly to allot attention case subsequently, requirement *ST health the main use of afore-mentioned explain deposit, and whether to sign cash government agreement with Xidan subbranch of a bank.
According to the announcement before *ST Kang Dezhi, health invest group and Xidan subbranch of a bank signed cash government agreement, latter to appear on the market the company reachs many wholy-owned subsidiary to provide account fund concentration, directional pay control, internal capital valuation, present sheet of remaining sum management, Zhang and proof service and capital to prove a service.
To this, hand in place greatly to suspect afore-mentioned cash government agreements brought about large stockholder capital to take up item: As a result of as common as large stockholder bank account, capital of existence general company carries the likelihood " agreement of cash management cooperation " stock health the case of account of pilot of invest group and its correlation person.
*ST health must express in answering reply, "Appear on the market company likelihood and confuse sth with sth else of large stockholder capital " , " the supplier already turned imprest pay health get a group " , and *ST health " do not eliminate to accuse a partner existence to be not management sex to take up appear on the market the case of company capital " .
Have speculation according to afore-mentioned circumstances, afore-mentioned cash government agreements bring about large stockholder to take up namely probably appear on the market the crucial step of company money fund: Run an agreement according to afore-mentioned cash, subbranch of a bank of Beijing bank Xidan is in charge of be health group fund puts in market service 's charge.
A financial personage is interfacial journalist inference afore-mentioned processes: Appear on the market company and subordinate subsidiary and health the group is common bank account, health use so that the group plans as a whole, this takes up for the capital of large stockholder offerred an opportunity. If afore-mentioned child account has capital to enter Zhang, in capital agreement putting in collect 's charge falls, these capital are met be gone up automatically to delimit health the total account that gets a group. If fruit account has,pay external demand, from health invest group account real time issues batch of capital to finish downward pay. Be based on this agreement, kang Dexin the 12.2 billion cash December 31, 2018 go up delimited health get a group.
Personage of this finance affairs expresses at the same time, after afore-mentioned processes, health get a group total account and child the remaining sum of account will with account actual remaining sum is mixed should plan two kinds of forms present remaining sum.
For *ST health plan division office is in the Ruihuahui that must offer audit express in response letter, ever checked to subbranch of a bank of Beijing bank Xidan this capital remaining sum, the bank answers case to show: "This account remaining sum is bank deposit 0 yuan, this account has linkage account business in our bank, the bank puts in volume amount 's charge to be 12.21 billion yuan. The bank puts in volume amount 's charge to be 12.21 billion yuan..
Who should bear the blame?
If afore-mentioned inference hold water, capital puts in part agreement 's charge to bring about large stockholder health the group takes up appear on the market company capital 12.2 billion, cause crisis of company occurrence liquidity, who should bear the blame?
Should be to control a partner above all health get a group. Afore-mentioned behavior violated a company " system of associated buying operation " relevant provision. Set among them, appear on the market the company must not be passed paid or the capital of company of free short-term loan gives accuse a partner etc correlation to just be used, era accuses a partner etc correlation to just repay the means such as debt fund direct or indirect ground is provided accuse.
" stock of Shenzhen stock exchange appears on the market regular " also set, "Appear on the market company to control a partner or the remaining sum of bankroll is in its correlation person 10 million yuan of above, perhaps occupy appear on the market the company is latest issue of the 5% above of classics audit net assets " belong to violate compasses condition badly. Health 12.2 billion yuan bank money fund takes the group about end is clean 2018 70% of asset.
Control a partner this one behavior also offended apparently criminal law 169. Criminal law sets the 169th times, appear on the market the faithful obligation that thing of the trustee of the company, inspect, senior administrator violates pair of companies, exploit functionary advantage, operate appear on the market the company pursues one of following action, cause appear on the market company profit suffers great losing, be in 3 years of the following set term of imprisonments or arrest battle, be in gold of only perhaps punishment; Cause appear on the market company profit suffers particularly great losing, be in 3 years of above 7 years the following set term of imprisonment, punish gold.
In field of A stock market, accuse a partner and correlation to just take up appear on the market the phenomenal common occurance of company capital, share of stock of zincic line of business, 39 medicine, blue cropland, beautiful cobaltic nickel of science and technology, Hua Ze once was the famous case on the history. For this, the superintendency orgnaization such as meeting, bourse is card inspect this promulgates code technically to give processing, promulgate early or late " appear on the market company information exposure runs way " , bourse appears on the market regular, the point of view that shows from the information such as accounting standard increases pair of obligations that control a partner.
Next, it is administrative layer of Kang Dexin and processing layer. Look from the information that discloses at present, health the fund that gets group and subbranch of a bank of Beijing bank Xidan puts in part agreement 's charge to already existed before 2018 at least. According to negotiable securities law the 69th makes clear a regulation, "Appear on the market thing of company director, inspect, senior administrator ought to assure to appear on the market the information that company place discloses is true, accurate, complete " .
Li Jian's lawyer also expresses to interfacial journalist, "Agreement of this kind of cash government is buy makes clear law, code at disregarding, it is audacious, do it of purpose, the company controls layer of management of support of the people actually to may be faced with administrative responsibility, criminal responsibility and civil liability to pay compensation.
In addition, office of accountant of He Ruihua of subbranch of a bank of Beijing bank Xidan has responsibility likewise.
On one hand, xidan subbranch of a bank is in Beijing bank to be signed with each " agreement of cash management cooperation " when, whether to check relevant law laws and regulations, appear on the market company rules, appear on the market resolution of company shareholder plenary meeting, appear on the market company announcement, affirmed the agreement signs square subscription attributive?
On the other hand, put in part agreement 's charge according to capital, the bank account of Kang Dexin and subordinate subsidiary, regular meeting often appears bank remaining sum is the circumstance of 0, still can appear big bank deposit delimits turn. Why didn't these tendercy cause the Ruihuahui that already offerred annals audit 6 years for Kang Dexin continuously the attention of plan division office? Whether do its put in part agreement utterly ignorant 's charge to afore-mentioned capital?
"If card inspect can maintain office of lucky China accountant to fail,Kang Dexin of responsible, *ST approves diligence to break the law and make administration punish, investor is OK negotiable securities sues *ST Kang Dehe luck for false statement China meeting place, ask its assume civil liability to pay compensation. Subbranch of a bank of Beijing bank Xidan is likely because violate compasses act,be punished by silver-colored inspect branch, become civil case defendant likely also because of collective tort. " Li Jian expresses.
Li Jian says, meet twice according to card inspect the punishment arrest to Zhong Yu reports mechanism of announcement of put on record, public security, the *ST that accords with a condition health deal with claim for compensation investor is OKly to be registered beforehand ahead of schedule. Once card inspect can maintain *ST Kang Dexin,breath exposure is violated compasses make formal administration punish or the court approves illegal responsibility person to make criminal adjudicate to the letter, the investor that rights and interests is damaged can sue claim for compensation lawfully.
Li Jian thinks, according to judicatory explanation, the investor that accords with condition of claim for compensation is provisional for: 1, before October 28, 2018 (contain that day) buy *ST health get a share, sell after October 29, 2018 go out or continue hold the damage investor of this stock, can deal with claim for compensation to be registered beforehand; 2, before January 21, 2019 (contain that day) buy *ST health get a share, sell after January 22, 2019 go out or continue hold the damage investor of this stock, can deal with claim for compensation to be registered beforehand.
But he also expresses at the same time, afore-mentioned claim for compensation register a condition to offer reference only beforehand, do not involve investor any negotiable securities investment are decision-making suggest with negotiable securities buying and selling. The condition of claim for compensation will be met according to card inspect administrative punishment decides conclusion is adjusted further,
Health the investment domain that gets a group
President bell jade gave birth to Kang Dexin 1950, technical one's previous experience, for Beijing aerospace university system manages project Master before this, senior engineer, founded 1988 health get a group, established 2001 Kang Dexin. 2010, kang Dexin with " the whole world is the greatest beforehand film produces a business " label is in A appear on the market, health the paste on group officer net wears such as " Kang Dexin clutchs next generation to demonstrate a skill " guttural " " " People's Daily: Health, composite material of Kang Dexin carbon fiber makes a plane more lightsome " wait for press.
2017, kang Dexin in Forbes the whole world has innovation power company most in sheet of 100 a list of names posted up, as only new material company list the 47th; 2018, zhong Yu is in Forbes in Beijing plute a list of names posted up with home of 17 billion yuan of body row the 35th.
Kang Dexin also became investor memory medium " Bai Ma " , company of new and high technology. Since appear on the market, kang Dexin share price rises step by step, market prise was crossed 2017 one billion two hundred and fifteen million seven hundred and fifty-two thousand one hundred and ninety-two close greatly.
2015, zhong Yu still makes the Kang Dexin inside below 5 years obtain promise of 300 billion market prise, can says " great leap forward " . But in fact, because technical content is not high, optical thin coating and beforehand film bibcock can't prop up the market prise of 3 times to grow, market need is new " story " , zhong Yu's look falls in high pointed technology -- on carbon fiber material.
Zhong Yuceng is affirmatory to investor carbon fiber business will 2020 infuse appears on the market company. This board piece earlier and main by large stockholder health the group is devoted, once gain is stable but infuse appears on the market company, obtain market prise to climb litre. Investor also pushs the share price that raised Kang Dexin to the anticipation of infuse of carbon fiber business.
At present carbon fiber business is in health the organization that get market is: How to in basically having, believe, health the cereal that get carbon, Kang Defu material, Changzhou Kang Defu material base of 4 big production. Appear on the market company Kang Dexin has only a few contributive. Specific following graphs:
Invest amount among them the biggest health the cereal that get carbon held water in August 2017, already in Feburary 2018 start working, but health those who get a group is contributive reach the designated position only 200 million yuan. In October 2017, health the cereal that get carbon is added endowment the agreement says health get group general with cash contributive 9 billion yuan, subsequently instead cash reachs his the way that how equity believes in holding is contributive, contributive time is adjusted to be finished before December 31, 2018. In May 2018, kang Dexin hands in place greatly to ask ask to say its add endowment money 2 billion yuan to already reached the designated position in case in the reply, large stockholder health reach the designated position 9 billion yuan when get a group only 200 million yuan. Expose as liquidity crisis, health get a group must again defer is contributive time, long instead is finished before June 30, 2019.
As to afore-mentioned carbon fiber board piece gain ability, kang Dexin shows the basis before this, up to January 2018, kang Defu material already with BMW, run quickly etc domestic and international 59 truckload the factory builds cooperation, already signed contract forehead to amount to 2.8 billion yuan.
Make progress as to afore-mentioned contracts, zhong Yu expresses in the telephone conference November 7, 2018, anxin and Kang Defu material predict to will be in in 2019-2021 year, 3 years embellish of average annual interest exceeds 1 billion yuan, can come true 2020 infuse appears on the market company.
But as a result of health get a group and do not announce external, cannot be informed its specific outstanding achievement and management circumstance, according to the data that only Kang Dexin discloses, interfacial journalist arranges as follows:
Health group financing source basically is stock impawn financing, issue PPN (a kind of debt financing tool that issues to specific investor) , bank loan, management cash is flowed into and equity invests accrual of share out bonus to wait. Up to 2017 year end, health the group is main asset invests 8.349 billion yuan for long-term equity, can offer sell amount asset 3.924 billion yuan. The asset of main hold is appear on the market company equity, and the investment to carbon fiber and industry of carbon fiber composite material.
But the watch on the basis, health the net profit year after year that gets a group glides, if be on afore-mentioned data bases,eliminate appears on the market company Kang Dexin share, health the indebted rate that gets a group is rising, gain state drops. According to these data but from flank pry health the carbon fiber career that gets a group, and carbon fiber uses a case at present after all how, how long is redound period critical factor.
Carbon fiber (Carbon Fiber) , it is one kind contains carbon to measure the high strenth in 95% above, high standard to measure fibrous new-style fiber material, mass light strength is high, the domain such as day of applicable Yu Hang, aviation, car, electron, mechanical, sports. Basis health the distribution that gets a group, its prepare to basically use carbon fiber at car and aviation respect.
To at present carbon fiber is in the application of car market, chinese steam wagon flow opens society standing director Gu Xinguang expresses when accepting interfacial journalist to interview, car market is mixed because of cost at present technology two respects reason cannot large-scale use. Cost respect, because the price is too high, demand is restrained, at present carbon fiber basically applies at high-end racing bike, orthodox model cannot apply; Technical respect, carbon fiber manufacturer of home and foreign photograph have a paragraph of big space than returning, difficulty of transfer of technology, the carbon fiber that at present numerous car look forward to uses basically comes from at Japan.
A professor that studies aviation material performance expresses to interfacial journalist, the carbon fiber that at present C919 place uses basically comes from two companies of American -- cyanogen spy and hertz family name, but do not exclude prospective data homebred the tide that turn. Enterprise of domestic carbon fiber should become Shang Fei supplier to still have very a paragraph long the route should go.
As problem of capital of a huge sum expose to the sun piece, health the carbon fiber that gets a group board piece or it is yellow Liang Yimeng only after all.
