The gray chain of interests of "pseudo central enterprises"
China News Weekly reporter/He Bin
Published in the 988th issue of China News Weekly on March 22, 2020
Only five days after being publicly cracked down by the “shareholders of central enterprises”, Oriental Galaxy Holdings Co., Ltd. changed its doors and became a “central enterprise” again.
According to industry and commerce information, this private enterprise in Shenzhen, which has a registered capital of 50 million yuan and was established on February 27, 2020, has changed its investors four times in a year, all with "Chinese prefixes", and the shortest interval is only 10 days.
On February 5, CNOOC Information Technology (Beijing) Co., Ltd. issued a statement stating that the eight wholly-owned subsidiaries under its name in the National Enterprise Credit Information Publicity System were false company registrations. CNOOC Information Technology (Beijing) Co., Ltd. This did not know and never agreed or authorized, and did not know the establishment and changes of these 8 false wholly-owned subsidiaries and their subsidiaries at all levels. "The above-mentioned 8 companies and their subsidiaries at all levels All actions have nothing to do with the company, please be vigilant from all walks of life."
Among the eight companies listed by CNOOC Information Technology (Beijing) Co., Ltd., Eastern Galaxy Holding Co., Ltd., which has just been "invested" under its door on January 26, 2021, is included.
On February 10, the investor of Oriental Galaxy was changed to Beijing China Petroleum Technology Development Company. According to industry and commerce information, this is a state-owned enterprise, wholly owned by China National Petroleum Corporation, and currently has 265 companies under its actual control.
"China News Weekly" combed through the eight companies that CNOOC had cracked down on counterfeiting and found that behind the intricate equity alternation, there is a gray "pseudo central enterprise" interest chain hidden.
Difficult to distinguish between true and false "Chinese prefix"
If it were not for the inquiries from its partners, CNOOC Information Technology (Beijing) Co., Ltd. would not know how many more companies it has under its name.
This company with a registered capital of 11.2067 million yuan, with domestic very small antenna earth station communication business and Internet information services as its main business, is small in scale and has relatively fixed partners. Therefore, when I heard that there are several subsidiaries under its name, Immediately arouse alertness.
By consulting the national enterprise credit information publicity system and Tianyancha and other platforms, CNOOC Information Technology (Beijing) Co., Ltd. found that the matter was far more serious than expected-the eight companies registered under its name have each carried out a number of investment businesses. "Children give birth to grandchildren" and "Sun give birth to children" are related to each other and continue to expand. At most, more than 120 companies have been sorted out.
In the industry and commerce information, these "sun companies" are all classified under the name of "China National Offshore Oil Corporation", and they have transformed into so-called "central-owned enterprises."
CNOOC Information Technology (Beijing) Co., Ltd. immediately called the police, and at the same time reported to the market supervision department where the eight false affiliated companies were registered, and the eight false affiliated companies applied for equity freezing.
At the suggestion of the CNOOC Group's legal department, the company issued a statement to announce the names and business information of the eight false affiliated companies one by one to avoid greater impact and losses.
At that time, a company was planning to purchase one of the companies, and just completed the deposit payment. When it saw the statement, it quickly called the police and recovered its losses in time.
According to the price negotiated with the intermediary company, this transaction will cost a total of 7 million yuan, of which 3 million yuan is the transfer fee of the company, and 4 million yuan is said to be given to its "linked central enterprise", that is, CNOOC Information Technology (Beijing) Ltd.-Obviously, this is just a cover.
After the statement was issued, in addition to Oriental Galaxy Holding Co., Ltd., another Fujian Xinqisheng Technology Development Co., Ltd. also delinked from CNOOC on February 25 and changed to the name of Zhongke Xintong Industrial (Fujian) Co., Ltd.
According to the information of Tianyan, it is also a wholly-owned holding company of Beijing PetroChina Science and Technology Development Company, and it is also "owned" by PetroChina.
In recent years, many "pseudo central enterprises" have appeared in the capital market. They have gained the trust of financial institutions by relying on the credit endorsements of central enterprises under the banner of central enterprises, and they have raised large amounts of financing.
In the event of a breach of contract, the true central enterprises behind them immediately stepped up to clarify or cut, and financial institutions and investors suffered heavy losses.
From 2015 to 2016, Zhongxin Wealth Asset Management (Tianjin) Co., Ltd., under the banner of "shareholders of central enterprises" and "10 billion registered capital", used high interest rates as bait to sell "Zhongxinbao" series of wealth management products. Those who were deceived were not counted. number.
In December 2016, Tianjin Binhai New Area Public Security Bureau filed a case for investigation on suspicion of illegally absorbing deposits from the public.
Two months later, Ruibao Dingsheng Asset Management Co., Ltd., one of its declared "shareholders of central enterprises", brought the Tianjin Free Trade Zone Market and Quality Supervision Administration to court for a dispute over industrial and commercial administration registration, claiming that it was unaware of it. Subsidiary was registered under the company, but the registration department insisted that all procedures were legal and compliant. Since the illegal fund-raising of Uxin Wealth had not yet been concluded, the lawsuit was rejected by the court.
Ironically, Ruibao Dingsheng Asset Management Co., Ltd. is not a true central enterprise. One of its controlling shareholders is China Ruibao International Cooperation Co., Ltd., which claims to be “approved by the State Council and approved by the State Administration for Industry and Commerce of the People’s Republic of China. Registered by the State Administration of Management, it was established in 1985 as a central enterprise mainly engaged in international economic and technological cooperation."
The latest information shows that the company has been listed as a dishonest company publicized by the Supreme Law.
It is not only ordinary investors who have been "flashed" by the "central enterprise" halo. In the capital market where information disclosure is more complete, "pseudo central enterprises" also arrogantly conduct transactions as central enterprises.
On July 12, 2018, the listed company Rongyu Group announced that in order to promote further cooperation in the field of electrical equipment and the extension of the industrial chain, the company signed a "Strategic Cooperation Agreement" with China National Nuclear and China National Finance Investment Group. Increased capital and became a strategic investor in the company.
After the shareholding, its share of the company's shares is not higher than 5%.
According to the agreement, the two parties intend to jointly build a fund investment platform with a total scale of 5 billion to 10 billion yuan within three years. At the same time, they will use a variety of methods to carry out in-depth cooperation and invest in high-quality projects related to the industrial chain of both parties, such as electrical equipment and engineering construction. "Central People's Innovation Cooperation Platform".
In addition, Rongyu Group intends to increase capital and shares in China National Nuclear Corporation or its affiliates, mutually use each other's qualifications and resources, and focus on the development of engineering projects in countries along the "Belt and Road".
However, on the second day of the announcement, the Shenzhen Stock Exchange issued a letter of concern to inquire about the “identity” of CNNC. Rongyu Group responded that “it could not confirm CNNC’s property rights and control relationship, so it was unable to confirm whether it had a relationship with a central SOE. There is an association".
This "central-citizen cooperation" finally ended with the "pseudo-state-owned enterprise" being exposed and the agreement terminated.
Who gave the "pseudo central enterprise" the status of bluffing people?
Under the strict due diligence and information disclosure of financial institutions and capital markets, why can “pseudo central enterprises” still prevail?
Who gave the "pseudo central enterprise" the status of bluffing people?
Liu Junhai, director of the Institute of Business Law of Renmin University of China, believes that the reason why "pseudo central enterprises" are so confusing and difficult to be discovered is that on the one hand, many central enterprises have complex hierarchical structures and the parent company has loopholes in the supervision of subsidiaries' foreign investment; On the one hand, the foreign investment information of central enterprises is not transparent, and there is nowhere to check even if they encounter “pseudo central enterprises”.
In the interactive communication column of the SASAC website, you can often see inquiries about the definition of a certain company's affiliation, but it is difficult to get a positive or negative answer, which shows the proliferation of "pseudo central enterprises" and it is difficult to identify them.
Generally speaking, there are three types of central enterprises in a broad sense. One is the enterprises managed by the State-owned Assets Supervision and Administration Commission of the State Council. According to the latest list of central enterprises, there are a total of 97.
The second is the enterprises managed by the China Banking Regulatory Commission, the China Insurance Regulatory Commission, and the China Securities Regulatory Commission. They belong to the financial industry, such as the five largest state-owned banks, the Export-Import Bank of China, the Agricultural Development Bank of China, and the China Development Bank.
The third is enterprises managed by other departments of the State Council or mass organizations, belonging to industries such as tobacco, gold, railway passenger and freight transportation, ports, airports, radio, television, culture, and publishing.
Judging from the current cases, the affiliates are often affiliated with central enterprises. The more levels there are, the less likely it is to be detected.
Previously, the State-owned Assets Supervision and Administration Commission required the approval of the State-owned Assets Supervision and Administration Commission for the mixed reform of the subsidiaries of central enterprises.
This means that if the equity information is true, the head office must know it.
"If the subsidiary of a central enterprise actually participates in this business, then the equity change is real. As to whether it has been authorized by the superior company, it is another question." A market supervisor in charge of industrial and commercial registration told China News Weekly. "Introduction, in the equity change, both parties to the transaction need to provide the registration department with the application form, equity transfer agreement, shareholder meeting resolutions and other materials, and the industrial and commercial registration department also needs to verify with both investors.
"Unless the materials provided are false, it can be defined as false registration, but that is illegal. No one in the registration department dares to do this, and can't do it."
The market regulator believes that from the perspective of equity structure, these companies are really central enterprises in the legal sense.
However, "China News Weekly" found that in some equity changes, the capital contributions of central enterprises are all subscribed and not paid, and the actual payment period is more than a few decades later.
"As a first-level subsidiary of the group, foreign investment must go through the group's level-by-level approval." A CNOOC Information Technology (Beijing) Co., Ltd. employee introduced to China News Weekly. During the process of obtaining evidence, the legal department called The photocopies used by several companies for filing are "completely different from the format of the company's business license, and a little comparison will show that they are forged."
CNOOC Information Technology (Beijing) Co., Ltd. stated in the statement, “After internal verification by the company, the eight wholly-owned subsidiaries mentioned above used shareholder resolutions, articles of association, equity transfer agreements, the company’s business license, and seals for false registration. All registration materials including the signature of the legal representative are forged." At present, the police have been involved in the investigation, and I believe they will be able to find out the truth about these 8 "pseudo central enterprises" soon.
In addition to the direct investment of central enterprises, between the fake central enterprises and the true central enterprises, a central enterprise affiliated industry chain is looming.
On the Internet, searching for the affiliates of state-owned enterprises can find a lot of information. China News Weekly contacted an investment consulting company in Beijing on the grounds that the enterprises under its name wanted to find the affiliates of state-owned enterprises. The other party was very calm before he could explain his intentions. He answered the question, "I want to rely on the mixed reform."
According to the intermediary, the mixed reform is not complicated, and the key is to be linked to the names of several levels of subsidiaries.
If the company is linked to a level 2 subsidiary, the company is level 3, and if it is linked to a level 3, the company is level 4.
In addition, it also depends on whether the affiliate is a state-owned enterprise or a central enterprise, and the price ranges from 1.6 million yuan to 10 million yuan.
Among them, the price of the affiliated state-owned enterprise's third-level subsidiary is 1.6 million yuan a year, and the affiliated state-owned enterprise is basically more than 4.5 million yuan. If it continues to be affiliated in the second year, it will be determined according to the market price.
According to the process, after determining the affiliated company, the intermediary will ask the person in charge of the other company to communicate in person, and then the two parties will sign an equity holding agreement, transfer the money to the person in charge of the other party, and then the other party will give it to the intermediary in the form of rebates.
"Affiliated state-owned enterprises do not participate in operations and dividends, but only change the legal person shareholders, which is equivalent to their acquisition of your company, and all the processes are completed in about a week."
"China News Weekly" combed through a number of "pseudo central enterprises" and found that very few enterprises have been affiliated with a shareholder of a central enterprise for more than a year. Therefore, many "pseudo central enterprises" have very frequent business information changes in investors.
Moreover, affiliates with central enterprises seem to be "addictive." Many enterprises under the names of the heads of some "pseudo central enterprises" are listed under the "Chinese prefix", and even several enterprises under their names are linked to each other.
On February 3 this year, Oriental Galaxy wholly owned Zhongke Kefa Industrial Group Co., Ltd., which claimed to be a “state-owned enterprise under the supervision of the State-owned Assets Supervision and Administration Commission of the State Council” on the company’s official website. The group has nearly 20 wholly-owned and holding subsidiaries. Home.
Zhongke Kefa is an enterprise established in 2013. From June 2017, it began to invest under the name of "Chinese prefix". By May 2020, according to the frequency of annual change, 4 suspected "central enterprises" have been replaced. "Investors of "State-owned Enterprises".
In February 2021, with the help of Eastern Galaxy's investment, it transferred to the CNOOC system. A few days later, with the change of investors of Eastern Galaxy, Zhongke Kefa also affixed the CNPC label.
It is worth noting that before Dongfang Yinhe, the "Chinese initials" affiliated to China Science and Technology Development Co., Ltd. were not true central enterprises. This is also another form of "pseudo central enterprises"-nuclear names.
Article 10 of the "Administrative Measures for the Administration of Enterprise Name Registration" stipulates that, except for enterprises established by the State Council, the names of enterprises shall not be prefixed with words such as "China", "Zhonghua", "National", "National" and "International".
Article 9 of the "Administrative Regulations on Enterprise Name Registration" stipulates that enterprise names must not contain content and words that may cause deception or misunderstanding to the public.
This gave birth to another service item of intermediary, enterprise registration and verification.
The introduction of the aforementioned intermediary company includes the solution of difficult verification of names, such as the national prefix, the Chinese prefix, and no area.
Although these "Chinese initials" enterprises have nothing to do with the central enterprises in terms of equity relations, they can often encounter porcelain central enterprises by virtue of the "Chinese initials" name.
The aforementioned “Pseudo-state-owned enterprise” of China National Nuclear Corporation, which has successfully built the “Central People's Innovation and Cooperation Platform” by Herong Jue Group.
Repeatedly banned
To solve the problem of "pseudo central enterprises", we must first sort out the status of the state-owned enterprises.
In 2016, the SASAC launched an action to clean up zombie companies. According to the data from the SASAC, as of the end of 2019, 2,041 sub-companies that have been included in the scope of the work of “solving deadlocks and managing difficulties” have achieved operating losses, and nearly 700 deadly enterprises have realized the market. After clearing, all central SOEs’ management levels are controlled within 5 (including 5 levels), and the total number of legal persons has been reduced by more than 30%.
In December 2019, at the meeting of heads of central enterprises, the State-owned Assets Supervision and Administration Commission once again proposed to clean up the “two non-two capitals” and “clean up the “counterfeit central enterprises” that have not contributed funds, do not control but are named as central enterprises, and have been in liquidation for many years. Enterprises whose status is not included in the scope of consolidated statements."
The main body of "anti-counterfeiting" is naturally the central enterprises themselves.
Recently, relevant central enterprises such as China National Offshore Oil Corporation, China Chengtong, China National Chemical Engineering, China Iron and Steel, and China National Petroleum Corporation have successively issued statements explaining the situation of being faked and being affiliated with false names.
However, after the anti-counterfeiting statement appeared, it did not seem to have much impact on the company. Changing shareholders would not have much impact on the company's business behavior.
"The cost of illegality is too low, and the cost of rights protection is too high." The aforementioned CNOOC staff told China News Weekly that to prove the false registration of the other party, judicial authentication must be done, and only the authenticity of the official seal and signature can be authenticated, not the business. License, unless you get the original copy of the other party's registration, "It was originally a false registration. Where did the original come from?"
"In the process of cleaning up'pseudo central enterprises', the relevant departments did not form a joint force and failed to take effective disciplinary measures." Liu Junhai further explained to China News Weekly that the first is the joint efforts of the state-owned assets regulatory agencies, including the SASAC and the Ministry of Finance. At present, a multi-head supervision model is adopted for central enterprises, and there are blind spots and loopholes in supervision.
At the same time, the state-owned regulatory authority and the market registration authority should form a 24-hour, 360-degree, cross-market, cross-regional, cross-departmental, cross-industry, information sharing, fast and efficient, seamless connection, organic connection, and resonance at the same frequency. The supervisory cooperation mechanism of state-owned enterprises, especially state-owned enterprises.
In addition, financial regulatory agencies and public security agencies should also be included in this collaborative and co-governance platform.
While forming a joint force, it is also necessary to improve the transparency of central enterprises' information.
"Information asymmetry is related to the limitations of state-owned assets supervision capabilities, and also to the weak control of the central SOEs as a whole group. The next step must be to make up for this shortcoming." Liu Junhai said, one is to pre-regulate, and the other is to improve transparency. .
In the future, any state-owned enterprise that establishes a subsidiary or grandson company shall be registered and publicized in accordance with the provisions of the company law and the company's articles of association.
"We must quickly draw the genealogy of state-owned enterprises and state-owned enterprises, and make it clear to the world."
In Liu Junhai's view, the reason why central enterprises are frequently "touched porcelain" lies in the credit and resource advantages behind the central enterprises. The central enterprises can quickly obtain the convenience of policies and financing, especially in the hardest hit areas of the "pseudo central enterprises"-construction and In the financial industry, resources are indeed tilted towards state-owned enterprises, especially central enterprises. The target amount is large and the impact is wide. Once a problem occurs, it will bring huge risks.
Even if the central enterprises are cut immediately, the credit of the central enterprises has been damaged.
"So to solve the problem of'pseudo central enterprises' from the root, we must crack the state of inequality between state-owned enterprises and private enterprises, and achieve equal status, common development, fair competition, mutually beneficial cooperation, equal supervision, and equal protection. Neither can the state advance, the people retreat. , Nor can the people advance and the country retreat, so that state-owned enterprises and private enterprises have the same market access opportunities.” Liu Junhai said. In addition, from the perspective of the company law, the company registration system must be improved, including company establishment registration, company change registration, and company registration. The cancellation of registration breaks the curse that “pseudo central enterprises” are difficult to be liquidated.
China News Weekly, Issue 10, 2021
Statement: The publication of the "China News Weekly" manuscript is authorized in writing