Depth | Xuchang Rural Commercial Bank and the mysterious shareholders behind it

  Recently, the news that depositors were accurately "assigned red codes" once again brought the difficulty of withdrawing cash from many village and town banks in Henan to the forefront.

  According to the shareholding relationship, the largest shareholders behind these village banks all point to Xuchang Rural Commercial Bank, and Xuchang Rural Commercial Bank is currently under the actual control of Xuchang Investment Group Co., Ltd. (hereinafter referred to as "Xuchang Investment Group"). Consolidated business segments.

  At the end of May, Xuchang Investment Group issued the "Clarification Announcement on Recent Market Rumors" (hereinafter referred to as the "Clarification Announcement") on the Shanghai Stock Exchange, stating that Henan's Yuzhou Xinminsheng Rural Bank, Zhecheng Huanghuai Rural Bank, Shangcai Huimin The Village Bank, Anhui Guzhen Xinhuaihe Village Bank, and Anhui Yixian Xinhuaihe Village Bank are independent legal entities and operate independently, and Xuchang Rural Commercial Bank does not actually control their operation and management.

  In response to information such as "many village bank shareholders - Henan New Fortune Group absorbing public funds through internal and external collusion, the use of third-party platforms and capital brokers", Xuchang Investment Group responded in the "Clarification Announcement" that it and Henan New Fortune Group Investment Holding Co., Ltd. (hereinafter referred to as "Henan New Fortune Group") has no equity investment, capital exchange or business cooperation relationship.

  Is it possible to stay out of the way without actual control?

What kind of bank is Xuchang Rural Commercial Bank in the center of the whirlpool?

What are the inextricable links with the Henan New Fortune Group in focus?

Responsibilities of the largest shareholder

  According to industrial and commercial data, Xuchang Rural Commercial Bank was established on December 1, 2009. It was formerly known as Xuchang Weidu Rural Commercial Bank, with a registered capital of 1 billion yuan and a paid-in capital of 140 million yuan. The legal representative is Xing Jinjun.

  According to the rating report of Xuchang Investment Group, in 2020, Xuchang Rural Commercial Bank achieved operating income of 408 million yuan, of which net interest income was 229 million yuan and investment income was 178 million yuan.

  In terms of deposit and loan business, as of the end of 2020, Xuchang Rural Commercial Bank had total deposits of 8.237 billion yuan and total loans of 6.714 billion yuan, of which the scale of non-performing loans was 335 million yuan, and the non-performing loan ratio was 4.99%. The non-performing loan ratio further increased, and It is already at a relatively high level. In addition, the provision coverage ratio is 125.78%, which is already slightly insufficient.

  It is worth noting that in recent years, the non-performing ratio of Xuchang Rural Commercial Bank has continued to rise. From 2018 to 2020, the bank's non-performing ratio was 3.98%, 4.55%, and 4.99%, respectively. The asset quality is not optimistic.

At the same time, the capital adequacy ratio continued to decline, at 44.33%, 30.53% and 21.97%, respectively.

  According to the data from Tianyan Check, Xuchang Rural Commercial Bank holds 20.5% of Yuzhou Xinminsheng Village Bank, Zhecheng Huanghuai Village Bank, Shangcai Huimin Village Bank, Anhui Guzhen Xinhuaihe Village Bank, and Anhui Yixian Xinhuaihe Village Bank 20.5% and 51% respectively. %, 51%, 40%, and 40% of the shares are the largest shareholders.

  On April 1, 2021, the Henan Banking and Insurance Regulatory Bureau approved Xuchang Rural Commercial Bank to increase its shareholding in Yuzhou Xinminsheng Rural Bank by 50 million shares. After the change, Xuchang Rural Commercial Bank's shareholding ratio increased from 20.5% to 51.08%.

  Although the "Clarification Announcement" issued by Xuchang Investment Group stated that Xuchang Rural Commercial Bank does not actually control the operation and management of the above-mentioned five village banks.

However, as the largest shareholder, Xuchang Rural Commercial Bank has an inescapable responsibility for the daily supervision of these five rural banks.

  On the official website of the Rural Credit Bank Fund Clearing Center, an article titled "Xuchang Rural Commercial Bank Holds the 2021 Annual Working Conference on the Establishment of Village Banks" shows that on the morning of March 9, 2021, Xuchang Rural Commercial Bank organized the establishment of a Five rural banks held their 2021 annual work meeting.

The Party Secretary and Chairman of Xuchang Rural Commercial Bank evaluated the overall operation and development of the five rural banks, and pointed out the problems existing in the rural banks in terms of institutional development, market positioning, internal management, and operational risks. The president also made a report on the progress of the work in 2020.

those invisible shareholders

  At the end of May, 8 (6 5.35 million shares, 2 4.95 million shares) Xuchang Rural Commercial Bank equity auction information listed on the Ali judicial auction platform, the equity holder behind Changge Huaxuan Industrial Co., Ltd. (below). "Changge Huaxuan Industry") was exposed, but the strange thing is that Changge Huaxuan Industry is not one of the shareholders currently announced by Xuchang Rural Commercial Bank. Is there a nominee relationship?

  And Changge Huaxuan Industrial is not the only "hidden" shareholder of Xuchang Rural Commercial Bank.

  According to the equity pledge information of Xuchang Rural Commercial Bank, 13 legal person shareholders have pledged their equity in Xuchang Rural Commercial Bank to financial institutions such as banks and trusts, with a total of 765 million shares.

  Among the 13 legal person shareholders, only 1 (Xuchang Deyitian Agricultural Materials Co., Ltd.) exists in the shareholder list published by Xuchang Rural Commercial Bank, and the remaining 12 are not in the shareholder list, involving 759 million shares.

  Among them, the largest stake in Xuchang Rural Commercial Bank is Henan Meijing Group Co., Ltd., which pledged 98.5 million shares to Kaifeng Songdu Rural Commercial Bank in 10 transactions.

  In addition, on July 18, 2019, the pledgor, Ge Huaxuan Industrial, pledged the equity of Xuchang Rural Commercial Bank in 8 transactions (6 transactions of 5.35 million shares and 2 transactions of 4.95 million shares) to Kaifeng Songdu Rural Commercial Bank. The auction information on the Ali judicial auction platform above is exactly the same.

  According to Tianyancha data, Xuchang Rural Commercial Bank has a total of 73 shareholders, including 50 corporate shareholders and 23 natural person shareholders.

It is not known how many of these shareholders actually hold shares and how many are held on behalf of "hidden" shareholders.

  In fact, even the position of the largest shareholder is difficult to see from the industrial and commercial data.

  Tianyancha shows that the largest shareholder of Xuchang Rural Commercial Bank is Xuchang Deyitian Agricultural Materials Co., Ltd., with a shareholding ratio of 20.96572%, but in fact, Xuchang Investment Group, which issued the "Clarification Announcement", is the real first. major shareholder.

  Xuchang Investment Group is a wholly-owned subsidiary of Xuchang Finance Bureau, with a registered capital of 5 billion yuan. It is the largest comprehensive state-owned investment company at the city level.

  In July 2021, Xuchang Investment Corporation (renamed "Xuchang Investment Group Co., Ltd." in March 2022) responded to the review and feedback on the public issuance of corporate bonds and listing application documents to professional investors. In 2016, Xuchang Investment Group The wholly-owned subsidiary Xuchang Caiyuan Development and Construction Co., Ltd. (now known as Xuchang City Investment Urban Development Group Co., Ltd., hereinafter referred to as "Caiyuan Development") invested 329 million yuan in Xuchang Rural Commercial Bank, accounting for 9.90% of the shares, becoming the first major shareholder.

On April 15, 2020, Xuchang Rural Commercial Bank held a general meeting of shareholders to review and approve the new board of directors, with a total of 11 members. Caiyuan Development appointed 6 directors to the rural commercial bank, who have the ability to lead the relevant activities of the rural commercial bank. Included in the 2020 consolidated statement.

  However, Caiyuan Development did not appear on the list of shareholders of Xuchang Rural Commercial Bank.

  It is worth noting that on May 18, 2022, one month after the difficulty of withdrawing cash from many village banks in Henan, the Public Security Bureau of Shangcai County froze Henan Haijia Electric Co., Ltd., Kaifeng Hengya Building Materials Co., Ltd., The equity of Xuchang Rural Commercial Bank held by six companies including Henan Boya Tiansheng Trading Co., Ltd., Shenzhen Jiu'an Trading Co., Ltd., Shenzhen Omar Electric Co., Ltd., and Zhengzhou Zhonghe Trading Co., Ltd. totaled 127 million yuan.

  And these companies are not on the list of shareholders of Xuchang Rural Commercial Bank.

Inextricably linked with Henan New Fortune Group

  The China Banking and Insurance Regulatory Commission previously stated that the four rural bank shareholders, Henan New Fortune Group, absorbed public funds through internal and external collusion, the use of third-party platforms, and fund brokers.

On May 20, the person in charge of the relevant department of the China Banking and Insurance Regulatory Commission responded again that this incident was not simply a transaction between the public and village banks, but also involved other entities and other complex transaction structures.

  In the above-mentioned "clarification announcement", Xuchang Investment Group also mentioned the relationship with Henan New Fortune Group, which stated that there is no equity investment, capital exchange and business cooperation between the two.

  According to Tianyancha, Henan New Fortune Group was established on July 19, 2011 with a registered capital of 116 million yuan and its legal representative is Yu Zefeng. The company's three holding subsidiaries have been cancelled. Henan New Fortune Group has two shareholders , Yu Zefeng holds 80%, and Lin Hengsen holds 20%.

  Although Henan New Fortune Group does not appear in the list of shareholders announced by Xuchang Rural Commercial Bank, the inextricable relationship between Henan New Fortune Group and Xuchang Rural Commercial Bank can still be found through public information.

  For example, Kaifeng Hengya Building Materials Co., Ltd., one of the invisible shareholders of Xuchang Rural Commercial Bank, has the same corporate contact number as Henan Haohong Machinery Equipment Co., Ltd. in the 2020 annual report, and the legal representative of the latter is It is Yu Zefeng.

  Xuchang Deyitian Agricultural Materials Co., Ltd., the nominal largest shareholder of Xuchang Rural Commercial Bank, can also find a connection with Henan New Fortune Group.

  On the China Judgment Documents website, a civil judgment of the first instance titled "Zhengzhou Kaitai Trading Co., Ltd. and Xuchang Deyitian Agricultural Materials Co., Ltd. over the equity transfer dispute" shows that on October 13, 2016, Kaitai Trading and the defendant Deyitian The Agricultural Materials Company signed the "Shares Holding Agreement". According to the agreement, Kaitai Trading entrusted Deyitian Agricultural Materials Company to purchase 7.0206 million shares of Xuchang Weidu Rural Commercial Bank, which were held by Deyitian Agricultural Materials Company on behalf of the company. It is 23378598 yuan.

Deyitian Agricultural Materials Co., Ltd. is only a nominal shareholder, and Kaitai Trading Co., Ltd. enjoys actual shareholder rights and benefits.

  And Xuchang Weidu Rural Commercial Bank was the former name of Xuchang Rural Commercial Bank.

According to Tianyancha, Yan Yong, the legal representative of Kaitai Trading, indirectly participated in Henan Haohong Machinery Equipment Co., Ltd., of which Yu Zefeng was the legal representative.

  At the same time, the "Shareholding Agreement" in this judgment confirms the intricate holding relationship between the shareholders behind Xuchang Rural Commercial Bank on the other hand.