The Ten Years of Loss of a New Energy Vehicle Company: Why the Government and Enterprises Turned Against Each Other in the Past as a Model for Investment Promotion

CBN

2024-06-27 20:52CBN official account

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01Tianjin Lutong Electric Vehicle Co., Ltd. was the first enterprise to produce new energy vehicles in Tianjin Baodi Economic Development Zone, but in the end, it was a chicken feather.

02 There were many disputes between Lutong Automobile and the Management Committee of Tianjin Baodi Economic Development Zone, and finally the "Investment Contract" signed by the Management Committee and China Automobile was automatically terminated.

03Due to land and plant problems, the Lutong Automobile project has been advertised as a model of the new energy industry many times, but in the end it cannot reach production.

04 At present, Lutong Automobile has applied to the relevant departments to obtain and investigate the documents on the property rights of the factory land, trying to protect its own interests through litigation.

05 The case is currently being heard, and Lutong Automobile believes that the signing of the "Lease Contract" by Baoxing Industrial is not its true meaning, and the "Lease Contract" should be invalidated.

Technical support is provided by Tencent Hybrid Model

In the 10 years of rapid development of the new energy vehicle industry, a car company got up early in the morning but did not catch up with the set.

Back in April 2014, the first new energy vehicle of Tianjin Lutong Electric Vehicle Co., Ltd. (hereinafter referred to as "Lutong Automobile") officially rolled off the assembly line in Tianjin Baodi Economic Development Zone. Tianjin Daily reported that this is the first company in Tianjin to produce new energy vehicles, and it is also the second electric vehicle manufacturer in the country to have a blue license plate.

Lutong Automobile was established in 2013, and its controlling shareholder, Beijing Zhonghua Automobile Sales Company (hereinafter referred to as "Zhonghua Motor"), was established in the 90s of the last century. Lutong Automobile mainly produces pure electric passenger vans, aiming at the special vehicle market represented by sanitation vehicles.

Until now, in many text introductions about Tianjin Baodi Economic Development Zone, there are still traces of "Lutong Automobile", but this project finally fell into the ground. Throughout the process of Lutong Automobile settling in Baodi, the enterprise has changed from transferred land to leased land; After obtaining the key car-making qualification, it was immediately seized; He was ordered to vacate because he could not reach production. A series of accidents have made Lutong Automobile's investment of hundreds of millions of yuan come to naught, and Baodi District has also given up this example of the new energy industry that has been promoted many times.

In the spring of this year, the first financial reporter visited the Baodi Lutong Automobile Factory on a working day and saw a seal posted at the door, and the security personnel blocked the entry of outsiders. Security guards and surrounding businesses have different accounts: some people have heard that Lutong Automobile has moved to other places for development, and some people have heard that there was an accident in the production process. These claims were denied by Lutong Automobile. According to the relevant dossier materials obtained by Yicai, since it was attracted to investment and entered Baodi, there have been disputes between Lutong Automobile and local state-owned enterprises around issues such as factory land, and the disputes have continued for several years.

Key projects

In April 2013, the Administrative Committee of Tianjin Baodi Economic Development Zone (hereinafter referred to as the "Management Committee") and China Automobile signed the Investment Contract, which stipulates that the project will enjoy the preferential policies of the state, Tianjin Municipality and Baodi District; The management committee built a plant of 20,000 square meters, and the property rights of the factory belonged to China Motor, and the management committee completed the real estate certificate within three months.

The contract stipulates that the management committee will also provide 120 acres of industrial construction land for a period of 50 years. China Motor acquired the land at a price of 150,000 yuan/mu, totaling 18 million yuan. The first phase of land payment of 5 million yuan, the management committee in the enterprise payment within 30 days to deliver the 120 acres of state-owned land use right certificate, after 10 days the enterprise to pay another 5 million yuan, the remaining 8 million yuan can be deducted from the development zone policy incentives or tax returns.

At the same time, the two sides signed the "supplementary contract", there are 120 acres of land in the south of the plot, the enterprise can be used free of charge for two years, within two years, if the development of the enterprise needs, the same can be transferred at a price of 150,000 yuan/mu, and the land certificate and real estate certificate can be handled. The total price of the land and buildings is 80 million yuan, and Lutong Automobile can be transferred at this price.

According to the "Project Feasibility Report" issued by Lutong Automobile in 2014, the total investment of the project is 173 million yuan, of which the total investment is 83.81 million yuan, and the original assets of the enterprise are 89.17 million yuan. The "original assets of the enterprise" include 53.17 million yuan of buildings and 36 million yuan of land use rights.

The Lutong Automobile project has received great attention from the local area. In the 2013 and 2014 Baodi District Government Work Report, Lutong Automobile was mentioned as a representative of the advanced manufacturing industry, which was expressed as "taking the Lutong electric vehicle project as the leader, introducing core parts enterprises, and accelerating the construction of an electric vehicle R&D and production base with complete industrial facilities and leading technology".

According to reports, this project "set a record of the highest efficiency of the Baodi project 'signed in the same month, built in the same month, and put into production in the same year'", and is expected to exceed 600,000 vehicles in 3 years, with an output value of 30 billion yuan, and more than 150 enterprises that produce the main supporting parts for the enterprise will also settle in Baodi, which will form a complete new energy vehicle industry chain.

In the materials provided by Lutong Automobile to Yicai, it said: "Our factory is a vehicle manufacturer with formal approval of Tianjin Municipality, with more than 200 patented technologies and registration certificates, and has won 72 domestic and foreign awards, and has been committed to the automobile industry for more than 40 years, and has passed the international quality management system certification." ”

Just one year after the signing of the contract, Lutong Automobile and Tianjin Post and other enterprises have reached a preliminary supply agreement to customize and produce 15 new energy vehicles for the Jixian County Tourism Bureau for the scenic spot.

Change the contract

Under the harmonious scene, the honeymoon period of the government and the enterprise has quietly passed.

Lutong Automobile showed the payment voucher for the first phase of 5 million yuan of land payment to Yicai, saying that Baodi did not apply for the land certificate for it as agreed in the contract, and out of trust in the management committee, the company did not urge it to handle it until the company's environmental impact assessment and fire protection procedures were blocked, and they did not go to negotiate.

The person in charge of Lutong Automobile recalled to reporters that in 2015, the leaders of the Baodi Management Committee negotiated the sale of land to lease with it, saying that the land certificate could not be handled, and the lease was used to transition first. After negotiations, in April 2015, Lutong Auto and Baodi signed a lease contract to replace the original contract. The Party A of the new contract is no longer the Management Committee, but has become Tianjin Baoxing Industrial Co., Ltd. (hereinafter referred to as "Baoxing Industrial"). According to the Lease Contract, the two parties agreed to continue to cooperate in accordance with the lease model.

Baoxing Industrial was established in May 2014 and is a third-level wholly-owned subsidiary of Baodi District State-owned Assets Supervision and Administration Commission. Ni Yongsheng, the former director of the management committee and the legal representative, and Li Xueming, who succeeded him, have both served as the legal representatives of Baoxing Industry.

Previously, it was Ni Yongsheng who had more contact with Lutong Automobile on the landing matters, and soon after the new contract was signed, Ni Yongsheng was transferred to a new position.

The new contract stipulates that the lease period is three years, the number of acres of land is 240 mu (120 mu in the north and south), from April 2015 to April 2018, the rent for the first year is 0, and the rent for the second two years is 2 million yuan/year. The first installment of the land payment paid by the enterprise was 3.39 million yuan after deducting the natural gas cost, which was converted into rent.

At the same time, the "lease contract" also mentions that Lutong Automobile plans to complete the qualification declaration and access period in 2016, and the annual tax revenue will be more than 1 million yuan; In 2017, the tax revenue was more than 2 million yuan; Since January 2018, it has been fully operational, and the tax revenue has been completed by more than 24 million yuan. If the tax quota for 2016 and 2017 is completed and the conditions for production are met on January 1, 2018, the two parties will negotiate the continuation of the lease separately. If Lutong Automobile is still unable to reach production before April 15, 2018 and does not meet the tax standard of more than 100,000 yuan per mu of land area, the lessor will not renew the contract, and Lutong Automobile shall move out unconditionally.

At the same time, the Management Committee and China Automobile signed the "Agreement", announcing that the original "Investment Contract" and "Supplementary Contract" would be automatically terminated, and there would be no residual disputes, claims and debts.

In 2015, the vehicle production line of Lutong Automobile was basically ready. Lutong Automobile told Yicai that at that time, the news of the tightening of the approval of new energy vehicle manufacturing qualifications came out, according to the Ministry of Industry and Information Technology's "Rules for the Management of Commercial Vehicle Manufacturers and Product Access", enterprises should have the long-term right to use the land for production sites (in accordance with the provisions of the national production land use rights); Enterprises that lease sites to organize production should have a lease period of at least 10 years.

Therefore, in February 2016, the Management Committee and Lutong Automobile signed the "Lease Agreement" and "Agreement", which stated that the real estate lease term was 10 years, but at the same time it was agreed that the agreement was only used by Lutong Automobile to handle the relevant procedures for the production and sales qualification of the enterprise, and was not an informal lease contract.

In order to cooperate with Lutong Automobile to obtain qualifications, the management committee also issued a certificate, saying that the real estate certificate is being processed, the procedures are complicated, and it is expected to be completed by the end of December 2016 at the latest.

The land is the core of the Lutong project, and the change of the contract to change the use of the land from sale to lease is puzzling, and has also become the focus of disputes between the two parties in the future. For Lutong Automobile, according to the original investment contract, only 5 million yuan of real money needs to be paid to acquire the land; The new contract not only converts the assignment into a lease, but also puts pressure on performance. The "Letter of Agreement" explains the reason for the two parties to change the new contract: "according to the actual operation, Party B (i.e. Lutong Automobile) project will change the fixed asset investment model".

However, in the follow-up dispute, Lutong Automobile put forward a different statement to the Tianjin High People's Court, saying that there were special historical reasons for signing the lease contract: "First, Beijing Zhonghua Company invested 5 million yuan in the early stage, and the Management Committee of Tianjin Baodi Development Zone has never been able to fulfill the agreement to handle the state-owned land use right certificate, and there has been a serious breach of contract, but it has asked Beijing Zhonghua Company to change the lease by paying the transfer fee to obtain the land use right, and the breach of contract will be easily resolved; The second is the trust of the government, especially the management committee of the development zone, Beijing Zhonghua Company did not understand the logic behind the change of the main body of the original development zone to Baoxing Industrial Company. ”

Lutong Automobile revealed to Yicai that there were many unpleasant problems between the management committee in the process of changing the contract:

One is that the land certificate in the original investment agreement has not been seen, resulting in the credit line that the bank has agreed on has not been approved;

The second is that the management committee should provide "nine links and one flat" land in the initial investment agreement, and in the later lease process, 5 million yuan of land is counted as rent, of which more than 160 yuan is counted as gas installation costs (that is, the gas pass in "nine links and one flat"), Lutong Automobile has doubts about whether this cost should be borne by itself, and the invoice is also unsuccessful;

The third is that the company believes that it is expedient to obtain the qualification of car manufacturing through a "10-year contract", and expects to sign a stable long-term contract, while the management committee hopes to sign it every three years, and the rent may fluctuate.

But for Lutong Automobile at that time, the most important task was to get the qualification and start construction smoothly.

Seizure and Litigation

Around 2017, the Lutong Automobile project has been approved by the National Development and Reform Commission, the Ministry of Industry and Information Technology, and the Ministry of Environmental Protection, and obtained the qualification of car manufacturing. According to the Tianjin Environmental Protection Bureau's approval of the project EIA report, the project has stamping, welding, painting, and assembly workshops. In August 2017, the Ministry of Industry and Information Technology announced the "Announcement on Road Motor Vehicle Manufacturers and Products" (the 299th batch), and Lutong Automobile was listed as a newly established special vehicle manufacturer, and entered the "Recommended Model Catalogue for the Promotion and Application of New Energy Vehicles" of the Ministry of Industry and Information Technology in the same year.

The workshop started trial production, but half a month later, the situation changed abruptly.

According to the official website of the Baodi District Government, on August 23, the Baodi District Ecological Environment Bureau conducted an on-site inspection of Lutong Automobile and found four problems. According to the "Rectification Implementation Table", the Management Committee of Tianjin Baodi Economic Development Zone has cut off the power and sealed the power box in the company's production workshop. Since Tianjin Lutong Electric Vehicle Co., Ltd. is a project approved by the city, our bureau has transferred the case file to the supervision team of Tianjin Environmental Protection Bureau, and the supervision team has filed a case for investigation.

At that time, Beijing-Tianjin-Hebei was in the midst of a storm of environmental protection inspectors, and the Tianjin Environmental Protection Bureau imposed a penalty and ordered the company to immediately correct the illegal behavior and stop trial production. In November 2017, Lutong Automobile paid a fine of 10,000 yuan. In May 2018, the "Baodi District Air Pollution Prevention and Control Strengthened Supervision "Looking Back" Problem Investigation Table" showed that Lutong Automobile "is in production, pollution treatment is in use, and environmental impact assessment and acceptance have been handled". However, Lutong Automobile told Yicai that in fact, the company has not been unsealed since the electric switch was seized, and after the rectification, the company ran for the resumption of work and production, but failed.

On the other hand, Baodi District intends to "vacate cages for birds".

In May 2019, Baoxing Industrial sent a notice requiring Lutong Automobile to vacate and pay the fee. According to the "Lease Contract", Lutong Automobile failed to reach production before April 15, 2018, and the tax standard of more than 100,000 yuan per mu was not reached, so the contract was not renewed; Lutong Automobile has occupied more than a year of space, and the rent is still 605,900 yuan.

In 2020, Baoxing Industrial took Lutong Automobile to court, demanding that it vacate the site and pay a total of about 3.94 million yuan in arrears of lease fees and plant occupation fees. According to the trial transcript obtained by CBN, the judge asked both parties "the reasons for the current situation." Lutong Automobile believes that the leaders of the development zone have changed many times, and there is no continuity in the policy of special affairs to attract investment. The reason for Baoxing Industry's assertion of Lutong Automobile's vacancy is: "During the construction process, government managers have repeatedly paid attention to Lutong Company's production qualifications, and it cannot reach production. The defendant refused to pay the outstanding lease fees and did not cooperate with the follow-up work. Therefore, in mid-April 2018, the vacancy was notified. In May 2018, the park management repeatedly asked to vacate. ”

The Baodi District People's Court held in the first instance that the Lease Contract signed in April 2015 was legal and valid, and rejected the defendant's defense that it could not reach the production and complete the tax payment due to the lack of a property right certificate, and supported the plaintiff's request. Dissatisfied, Lutong Automobile appealed to the Tianjin No. 1 Intermediate People's Court, and the court rejected the appeal and upheld the original judgment; The application for retrial to the Tianjin Higher People's Court was also rejected.

During this period, the stalled Lutong Motors also received new orders. In April 2021, Beijing North Vehicle New Technology Incubator Co., Ltd., a state-owned military state-owned enterprise, reached a cooperation agreement with it, agreeing to "promote the commercial application and industrialization of military scientific and technological achievements and provide strong support for the development of military-civilian integration". In the "Application for Retrial", Lutong Automobile claimed that it "is contributing special forces to the national military defense and producing military special vehicles". With the rejection of the retrial application, the order naturally died.

In September 2023, Baoxing Industrial issued the "Notice Letter of Moving Out within a Time Limit", stating that Baoxing Industrial had reached a cooperation intention with BAIC Group to attract investment, and the Lutong Automobile Plant would be introduced into the project as a carrier. Subsequently, Baoxing Company and other staff came to Lutong Automobile Factory to announce the takeover.

Litigation again: whose land title deeds

Until half a month before the company was seized, Tianjin official media also presented Lutong Automobile as a case in their report on "Baodi District Expanding Industrial Clusters". However, at the time of the court, Baoxing Industrial claimed that Lutong Automobile did not have advanced production, and the government did not agree to the defendant's continued settlement, and there was a written assessment report that could not be made public.

Lutong Automobile said that the company had previously produced a total of 3,000 vehicles and sold 2,000 vehicles, which could be proved by accounting statements, but due to the seizure of the company's office building, it could not provide written proof for the time being.

A business owner expressed interest in the site occupied by Lutong Automobile, and after communicating with the management committee, he participated in the notice of vacancy, and also negotiated with Lutong Automobile for reorganization and acquisition, but in the end it was fruitless.

The business owner revealed to Yicai that several car companies are interested in using the plant and workshop of Lutong Automobile to produce parts, and the current electrophoresis line and equipment of Lutong Automobile still have a certain value, and if it can be "revitalized" in some form, it is at least better than selling it as a tin sheet after being enforced. As for the qualification of car manufacturing, he believes that the qualification of Lutong Automobile is the qualification of special vehicles, and the value depends on whether there is a suitable project party. Lutong Automobile believes that the company's audit and appraisal value reached 377 million yuan.

Lutong Automobile hopes to protect its own interests through litigation, and the breakthrough point is the land - Lutong Automobile was attracted by a series of preferential policies issued by Baodi, including land, to settle here, but later they found that the promised land was not in the hands of the Baodi Management Committee at that time, and many of the provisions in the investment contract became a blank check, resulting in a series of situations such as Baodi's inability to deliver the land and land title certificate on time, the land was changed from sale to rent, and the project could not reach production.

In 2024, Lutong Automobile began to apply to the relevant departments to obtain and investigate documents on the property rights of the factory land. In March, Lutong filed a lawsuit on the grounds of a "dispute over the confirmation of contract invalidity" and presented new evidence. Evidence shows that in the April 2013 Investment Contract, the Baodi Management Committee was the transferor of the land, but the information obtained by Lutong Automobile showed that the Land Use Certificate was not in the hands of the Management Committee at that time.

In June 2024, the case was heard at the Baodi District Court.

Lutong Automobile presented evidence such as the "Land Transfer Contract" in court, saying that in 2010, Baodi transferred about 240 acres of land involved in the case to a company called Tianjin Baoding Environmental Technology Co., Ltd. (hereinafter referred to as "Tianjin Baoding") for 35 million yuan, and Tianjin Baoding was unable to build the remaining plant after building a factory of about 20,000 square meters, and the planning conditions were not completed. Until November 24, 2015, Tianjin Real Estate Registration and Licensing Trading Center issued the "Real Estate Certificate" to Tianjin Baoding.

In October 2013, when the Baodi Management Committee failed to deliver the land use right certificate as agreed in the contract, Tianjin Baoding contacted Lutong Automobile, saying that it had the right to use 120 acres of land on the north side of the case, and was willing to transfer it to Lutong Automobile at a price of 17.68 million yuan. Lutong Automobile showed Yicai the agreement drafted with Tianjin Baoding at that time, but said that it did not agree to Tianjin Baoding's plan because the land transferred from the management committee had tax deductions and other conditions, and the management committee guaranteed to solve the property rights problem.

On January 25, 2016, Tianjin Baoding and Baoxing Industrial signed the Tianjin Real Estate Sale and Purchase Agreement, which stipulated that about 20,000 square meters of non-residential houses involved in the case would be transferred to Baoxing Industrial for a total price of 115.5 million yuan.

In addition, Lutong Automobile submitted evidence documents to the court and stated that during the three-year land lease period of Lutong Automobile, in 2016, Baoxing Industrial applied for a new 1,000 sets of intelligent heat meter projects on the land involved in the case; In 2017, the Baodi District Government issued another reply, agreeing to acquire and store part of the land involved in the case. This part of the land was later put up for sale. In January 2019, the right to use the state-owned construction land was listed for sale, with a plot area of 48,000 square meters, or about 72 acres, located in the 240 acres of project land of Lutong Automobile. Lutong Automobile applied to suspend the auction, arguing that the auction was "unreasonable and illegal". The land was eventually sold to Tianjin Baoxingwei Technology Co., Ltd.

On this basis, Lutong Automobile held that Baoxing Industrial did not mean to sign the "Lease Contract", and did not have the intention to perform the lease contract, and the purpose was to commit contract fraud, and the "Lease Contract" should be invalidated. Baoxing Industry's defense opinion is that the previous effective judgment has confirmed the legality and validity of the "Lease Contract" involved in this case, and the plaintiff in this case has filed a lawsuit to confirm the invalidity of the contract, which is a duplicate lawsuit and an attempt to waste judicial resources. The court is requested to dismiss the plaintiff's lawsuit in accordance with the law.

The case is currently pending. The first financial reporter called the management committee and the park operator, Tianjin Huatai Construction Industry Co., Ltd. (Baoxing Industrial is its wholly-owned subsidiary), to inquire about the current situation of the enterprises on the plot, and they were all replied "unclear".

The staff of the office of the management committee told reporters that the dispute was too long, the leaders of the management committee changed several times, and the current leaders are not clear about the situation. The management committee suggested that the reporter ask Huatai Construction for information, but Huatai Construction rejected the interview request on the grounds that the relevant dispute was going through judicial procedures.

(Reporter Wei Wen also contributed to this article)

(This article is from Yicai)

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