Preface introduction: A few days ago, "Interface News" published a report, revealing that after the death of Xing Libin, the former "richest man" in Shanxi, tens of billions of assets triggered a secret war between the three "richest men" for many years.
As mentioned at the beginning of the article, it is impossible to know how Xing Libin spent the last 10 years. However, Liansheng Group, which once occupied half of the coal resources in Liulin County, has been in trouble for 10 years after being reorganized into Jinliu Energy. After Jinliu Energy entered the stage of leading the war, 9 pairs of high-quality main coking coal mines under its name attracted three private enterprise giants to enter the game successively. The three parties were originally an alliance of war investment, fighting openly and secretly. Seven years after the restructuring of the former Liansheng Group, the complex situation has become more complicated, and the business war between the three parties has also evolved into a litigation war. The ownership of tens of billions of assets still leaves huge suspense.
Some of the materials in this article are synthesized from reports on Caixin, Southern Weekly, Jiemian News, etc., as well as collating relevant audio recordings and public information, etc., if you have any objections to copyright or written content, please contact us.
July 25, 2022 is a big day for Shanxi Lubao Group Coking Co., Ltd. (hereinafter referred to as "Lubao Coking"). If the bidding money cannot be paid on this day, not only will it not be able to get the nine coal mines of Shanxi Jinliu Energy Co., Ltd. (hereinafter referred to as "Jinliu Energy"), which were previously auctioned, the deposit paid will not be refunded, but it will also have to pay liquidated damages, and Lubao Coking will lose more than 1 billion yuan.
At that time, it was also facing greater operational pressure and dilemma - in various lawsuits, Lubao Coking faced more than 6 billion yuan in the subject matter of enforcement (as of the end of May this year, this figure has exceeded 7 billion yuan).
Before this day arrived, Han Changming, vice president of Lubao Coking, had been in Shanxi Pengfei Group Co., Ltd. (hereinafter referred to as "Pengfei Group") for four or five consecutive days, and he only hoped that the cooperation between the two sides could be reached, and billions of funds from Pengfei Group would be introduced to complete the acquisition of Jinliu Energy. During the negotiations with Pengfei Group, Han Changming instructed the relevant team leaders of the companies involved in the negotiation to "don't mess things up."
Lubao Coking is a subsidiary of Shanxi Lubao Group located in Changzhi City, Shanxi Province, and Han Changan, chairman of Lubao Group, is known as "the richest man in Changzhi". Lubao Coking's acquisition of Jinliu Energy also united Hebei Puyang Iron and Steel Co., Ltd. (hereinafter referred to as "Puyang Iron and Steel"), which is located in Handan City, Hebei Province, and its comprehensive strength ranks in the forefront of private enterprises in Hebei Province, and its chairman Guo Enyuan is known as "the richest man in Handan". Pengfei Group is a rising star of private enterprises in Shanxi Province, and its chairman Zheng Peng has always been known as "the richest man in Shanxi".
Jinliu Energy is an asset of Shanxi Liansheng Energy Co., Ltd. (hereinafter referred to as "Liansheng Energy"), and its head is Xing Libin, a former Shanxi coal mine predator. After Liansheng Energy went bankrupt, these resources were sold by public bidding. Lubao Coking Coking introduced capital to Pengfei Group to complete the acquisition of Jinliu Energy, which triggered a tripartite business war that is still unresolved today, during which there are not only a number of complicated equity lawsuits, but also some non-commercial means, and Yiheli is a main line that cannot be ignored.
Aside from the dispute, 6 of the 9 coal mines under the name of Jinliu Energy are located in Liulin County, Luliang City, and the main minerals are high-quality main coking coal, with an approved production capacity of 8.1 million tons/year and recoverable reserves of about 320 million tons. The unique advantage of this acquired target is that Liulin County is one of the few major coking coal concentrated production areas in China, and the coal produced has a high degree of coalification and good coking, and is a high-quality coal used for steelmaking. From the start of the sale, the price of such coal is high and the demand is high, which can quickly generate high profits. Until now, these high-quality resources stored underground are still in high demand.
Even if the above three local enterprise giants are still in a business war for the equity distribution of Jinliu Energy according to the signed local cooperation agreement, it is increasingly important for Jinliu Energy to maintain normal operation and allow resources to be developed smoothly and safely.
1. How to acquire tens of billions of coal mine assets with the executed target exceeding 7 billion
Xing Libin, the former Shanxi coal giant, is well known to the public for the "80 million married daughters" incident, but since the coal market fell around 2012, Xing Libin's Liansheng Group began to decline, and the rupture of the capital chain led to its decline from prosperity.
In August 2017, Jinliu Energy was incorporated, and its main task is to undertake all the equity and liabilities of 32 bankruptcy and reorganization enterprises under the name of Liansheng Group.
Jinliu Energy completed the reorganization of the above assets in three years, and then began to sell to the public. In December 2020, Jinliu Energy issued an announcement on the recruitment and selection of investors, which described the value of the assets under its name as follows: Jinliu Energy is located in Liulin County, in the middle of Hedong Coalfield and in the hinterland of Liliu Mining Area, and its wholly-owned 9 pairs of mines are high-quality main coking coal, with an approved production capacity of 8.1 million tons/year, reserves of about 580 million tons, and recoverable reserves of about 320 million tons. Jinliu Energy also holds long-term equity investment assets such as part of the equity of Jinshang Bank, and its business also covers agricultural ecological and cultural parks, Hainan real estate and other sectors.
The above-mentioned resources are recognized as high-quality assets in the industry, and this external transfer is also carried out openly to the whole country under the auspices of the governments of Shanxi Province, Luliang City and Liulin County.
According to public information, nearly 10 large domestic coal resources, coke, steel and other enterprises participated in the bidding. According to the unified arrangement, the bidding enterprises will first give a non-binding offer, and the enterprises that have obtained the bidding qualification shall pay 50 million yuan of sincerity money, and then make a binding quotation, and the bidder shall pay 300 million yuan of investment intention (the nature of the deposit).
At the beginning of the above-mentioned announcement of Jinliu Energy, Lubao Group participated in the bidding with Lubao Coking. The base camp of Lubao Group is in Changzhi City, southeast of Shanxi Province, which started from a small village-run factory, and has grown step by step into a leading coal chemical enterprise, managed and operated by Han Chang'an and Han Changming brothers, and has been ranked among the top five private enterprises in Shanxi Province for many years, and has been ranked among the top 500 private enterprises in China. However, when it began to participate in the bidding of Jinliu Energy, Lubao Coking's financial situation can be described as stretched.
According to the information of China Execution Information Disclosure Network, as of the beginning of July 2022, the execution target of Lubao Coking as the executor has reached more than 6 billion yuan (this number continues to increase), and the total purchase price of Jinliu Energy has exceeded 10 billion.
With the financial situation of Lubao Coking at that time, it was completely impossible to complete the acquisition on its own. Why is Lubao Coking still obsessed with completing the acquisition in this financial predicament? Han Changming said in an interview with the media that when coal is in short supply, coking companies need to queue up or even buy raw coal at a high price, and participating in coal mines can solve the problem of upstream raw materials. In terms of specific acquisition actions, due to the huge scale of funds required, Lubao Coking introduced Puyang Iron and Steel to form an acquisition consortium.
According to public information, in January 2022, Lubao Coking signed a "Cooperation Agreement" with Puyang Iron and Steel to establish Shanxi Puyang Lubao Coking Coal Co., Ltd. (hereinafter referred to as "Puyang Lubao") to acquire Jinliu Energy. In the shareholding structure of Puyang Lubao, Puyang Iron and Steel holds 51%, Lubao Coking holds 47%, and Han Changming actually controls Qichang International Trade (Shanghai) Co., Ltd. (hereinafter referred to as "Qichang Company") accounts for 2%. Lubao Coking and Puyang Iron and Steel Consortium were selected (winning the bid) at a price of 14.9 billion yuan for 100% equity of Jinliu Energy.
On July 20, the shareholders of Jinliu Energy formally signed an equity transfer agreement with Puyang Lubao Company to transfer 68.3987% of the equity of Jinliu Energy. According to the agreement, the acquirer shall pay 90% of the equity consideration within three working days after the signing of the agreement, and complete the delivery and pay the balance payment and the profit and loss during the transition period within three to five working days after the payment of the initial payment. As of June 30, 2022, Jinliu Energy's profit and loss during the transition period was 680 million yuan. Late payment will face a penalty of 10% of the total transaction price, plus the previous 300 million yuan investment intention fee, the default cost is about 1.36 billion yuan. The deadline for payment is July 25, 2022.
At this time, a serious problem was placed in front of the Lubao Jiaohua Han brothers. If the payment cannot be made on time, it will face the failure to complete the acquisition and the payment of more than 1 billion yuan in default losses.
In just a week or so, how to find funds to fill the gap is undoubtedly a major problem. The billions of funds required, with the credit status of Lubao Coking at that time, it was obviously impossible to obtain from traditional financial channels, and through private lending, it would undoubtedly face higher interest and high financing costs.
According to a statement provided to the media by Lubao Coking, it was a cooperative enterprise that repaid billions of yuan in loans on behalf of the other party, and the other party failed to repay the loan when due, so Lubao Coking had insufficient funds when paying the equity consideration of Jinliu Energy.
2. The balance between righteousness and profit
"In the circle of coal and coking, the bosses of major enterprises know each other and seek support and cooperation when they encounter difficulties, which is too common", Li Yang, vice president of Pengfei Group, participated in the decision-making and implementation of the follow-up cooperation with Lubao Coking, and analyzed the original intention of the cooperation between the two sides as to why Lubao Coking sought the support of Pengfei Group.
Li Yang revealed that Chairman Zheng Peng and the Han brothers have known each other for many years, and Han Changming is to discuss cooperation with Xiaoyi City, where Pengfei Group is located, on behalf of Lubao Coking, hoping to introduce Pengfei Group as a third party in this acquisition process. And since July 16, 2022, Han Changming has asked Zheng Peng for support many times.
Han Changming also told the media that it was a city leader in Luliang City who made the suggestion, and Lubao Coking proposed cooperation to Pengfei Group. The city leader believes that the main business of Lubao coking and Puyang Iron and Steel is coking and iron and steel respectively, and they are not familiar with the production and operation of coal mines, and Pengfei Group has always been an expert in this area, and the introduction of Pengfei Group is also conducive to the safe production of enterprises.
Some facts that have happened since the incident have also proved that this suggestion is not false. In 2022, during the management of coal mines by Lubao Coking and Puyang Iron and Steel, two safety production accidents occurred within two months, resulting in the unfortunate death of 2 employees and seriously affecting the normal production and operation of the enterprise. In contrast, starting in 2023, Pengfei Group will lead coal mine production, and so far, there has not been a single safety accident.
Of course, the above comparison is a later story. On July 14, 2022, Guo Enyuan, Han Changan and others negotiated various matters concerning the acquisition of Jinliu Energy, and formed the "Minutes of the Extraordinary Shareholders' Meeting of Puyang Lubao" (hereinafter referred to as the "Interim Meeting Minutes") to discuss the possible policy risks, market risks, and local government risks of the acquisition of Jinliu Energy, and wrote at the end that "agree to the participation of a third party".
This document shows that at this meeting, Puyang Iron and Steel attended and signed 4 people including Chairman Guo Enyuan, and Lubao Coking attended 5 people including Han Brothers, but only Han Changan signed.
Soon, Han Changming arrived at Pengfei Group and began cooperation negotiations on the introduction of Pengfei Group. According to media reports, Han Changming, on behalf of Lubao Coking and Puyang Iron and Steel, wanted to transfer 10% of Puyang Lubao's shares, but Pengfei Group believed that it was not appropriate to assume responsibility for coal mine production safety and was inappropriate to be a minority shareholder, so it insisted on holding 30% of the shares. In addition, Lubao Coking also proposed a plan with a loan agreement, that is, if the equity cannot be changed within the specified time limit, Pengfei Group's investment will be regarded as a loan, and interest will be paid at 4 times the loan market interest rate after the deadline, but this plan was vetoed by Zheng Peng.
"We have always been very clear, and above board, that is, to acquire equity", Li Yang also clearly emphasized the cooperation ideas of Pengfei Group at that time.
In the view of Pengfei Group, Lubao Coking has a funding gap due to its own needs, and if it can borrow funds to "cross the bridge", it is obviously more suitable than selling shares. However, as far as the business operation of an enterprise is concerned, there is obviously a clear difference between lending more than one billion yuan to help "cross the bridge" or investing in the acquisition of equity. Whether it is the so-called "bridge" of Lubao Coking or the "share transfer" proposed by Pengfei Group at the beginning, this is a common business behavior, and there is no moral superiority or inferiority, nor is it taking advantage of others.
Business negotiations are full of gunpowder, and it is a common scenario for both parties to make concessions to each other. In the negotiation between Lubao Coking and Pengfei Group, the two sides argued fiercely around the details: Jinliu Energy originally planned to transfer 73.3687% of the equity, and Lubao Coking demanded that after Pengfei paid the full consideration of 3.429 billion yuan for the 30% equity of Puyang Lubao, Lubao Coking would transfer 30% of the equity in its hands to Pengfei, or only transfer the equity share corresponding to the payment funds. Pengfei proposed that it could be changed by paying 1.5 billion yuan.
According to Li Yang's recollection, at that time, including Chairman Zheng Peng, the executives of Pengfei Group who participated in the negotiations also agreed that the sincerity of cooperation in Lubao coking was no problem. Han Changming lived in Pengfei Group for a long time and personally presided over the negotiations. During this period, Han Changan and Han Changming successively sent valuable gifts to Zheng Peng many times to show their closeness. Outside of business negotiations, this kind of emotional communication is enough to make both parties feel relaxed and gratified, and find a balance between righteousness and profit.
In normal bargaining, the negotiations continued until around 11 p.m. on July 22, which was a Friday, with only one weekend left before the July 25 date.
In the evening, Lubao Coking and Xiaoyi Pengfei New Energy Co., Ltd. (hereinafter referred to as "Pengfei New Energy"), a subsidiary of Pengfei Group, signed the "Strategic Investment Cooperation Agreement" (hereinafter referred to as the "Strategic Investment Agreement"), Pengfei New Energy transferred 30% of the equity of Puyang Lubao Company held by Lubao Coking, and Lubao Coking could jointly transfer 30% of the equity to Pengfei New Energy after coordinating with other shareholders. Lubao Coking undertakes to coordinate Puyang Iron and Steel and Qichang Company in accordance with the agreement to agree in writing to the above-mentioned equity transfer matters after the signing of this agreement.
According to the "War Investment Agreement", the equity transfer price is 3.429 billion yuan, with zero premium. Among them, the first 1.5 billion yuan was paid by Pengfei New Energy to Puyang Lubao before 12 o'clock on July 25, which can temporarily solve the urgent need of Lubao Coking to acquire Jinliu Energy, and the remaining money will be paid to Lubao Coking within 75 days. When Pengfei New Energy paid 2.5 billion yuan, Pengfei New Energy enjoyed 30% of the equity of Puyang Lubao, and within 10 days of the corresponding equity change of Jinliu Energy to the name of Puyang Lubao, Lubao Coking organized a shareholders' meeting of Puyang Lubao and formed a resolution to agree to change the shareholders.
After the signing of the "War Investment Agreement", the two parties also signed a nominee holding agreement and a concerted action agreement, and before the registration of the equity change was completed, Lubao Coking would hold the transaction equity on behalf of the company. Jinliu Energy has a total of 13 board seats, Puyang Lubao occupies 10, of which 5 are jointly owned by Lubao Coking and Pengfei Group: 2 Lubao Coking and 3 Pengfei New Energy. When dealing with matters related to business development, matters that need to be resolved by the board of directors of the company's shareholders' meeting and related major resolutions, the two parties act in unison, and Lubao Coking entrusts Pengfei New Energy to exercise the decision-making power of the relevant shareholders' meeting and the board of directors.
Through these two agreements, Lubao Coking Co., Ltd. will not only sell its 30% stake in Puyang Lubao, but also maintain "concerted action" with Pengfei New Energy when making decisions with Jinliu Energy. Pengfei New Energy has become the hidden shareholder of Puyang Lubao, and the seats on the board of directors of Jinliu Energy actually controlled are enough to compete with Puyang Iron and Steel.
Bank payment records show that Pengfei Group has been making payments on time after signing the contract. Pengfei Group believes that since it has performed on time according to the agreement, Lubao Coking should also act according to the agreement. But what happened next made the balance between righteousness and profit that the two sides had previously found no longer exist, and was replaced by endless disputes.
3. Disputes arise
On July 25, Pengfei New Energy paid 1.5 billion yuan, and the payment documents showed that its postscript was "the acquisition of Puyang Lubao equity acquisition Jinliu equity investment funds". According to the company's industrial and commercial information, Puyang Lubao has changed to the major shareholder of Jinliu Energy on July 26, and actually received 68.3987% of the shares.
Pengfei New Energy immediately launched the second payment of 1 billion yuan, but when it docked with Lubao Coking for payment details, it received a response: the payment account provided before was frozen, and once the money went in, it could not be used, and it was necessary to find another account. In this regard, Li Yang recalled that Lubao Coking raised this situation for the first time, and he thought that this reason was reasonable, so he asked Lubao Coking to provide a new account. But until around August 20, Lubao Coking was still unable to provide an account number that could accept money, which made Pengfei Group suspicious.
In this regard, Han Changming said in an interview with the media that Lubao Coking was a guarantee for other companies at that time, and the bank account was frozen. In addition, regarding the transfer of shares to Pengfei New Energy, it has not yet reached a full agreement with Puyang Iron and Steel, so it proposed to suspend payment to Pengfei New Energy.
But before that, at the beginning of August, Puyang Iron and Steel had already recognized the introduction of Pengfei New Energy. Li Yang provided a "Letter on Sincere Cooperation with Xiaoyi Pengfei New Energy Co., Ltd." (hereinafter referred to as the "Sincere Cooperation Letter") signed by Guo Enyuan, mentioning that it was agreed that Pengfei New Energy would exercise relevant shareholder rights and interests such as appointing directors, participating in the operation and management of the target company, voting on the business decision-making matters of the target company, and distributing dividends in accordance with the "War Investment Agreement".
Li Yang said that although this document was not stamped by Puyang Iron and Steel, Guo Enyuan signed and issued it as the chairman, which was enough for Pengfei New Energy to believe that Puyang Iron and Steel had agreed to the equity transfer and there were no other communication problems.
According to the "War Investment Agreement", the performance period of the agreement is 75 days, and Lubao Coking's failure to provide a payment account has made Pengfei New Energy suspicious.
In Pengfei's view, if the performance is not completed within 75 days, the agreement will be invalid. However, Lubao Coking uses the first payment of Pengfei Group and has completed the acquisition of Jinliu Energy shares, if Lubao Coking uses the contract, even if it deliberately breaches the contract and drags on for 75 days, for Pengfei, it can only claim liquidated damages and refund the 1.5 billion yuan that has been paid. As a result, Pengfei New Energy will fall into passivity. This also became the beginning of mistrust between the two sides.
Pengfei New Energy soon learned that on July 25, Lubao Coking pledged 17% of the equity of Puyang Lubao and borrowed 1 billion yuan from Jinshang Bank to complete the acquisition. This move exacerbated Pengfei New Energy's distrust of Lubao Coking. The two sides began to diverge in their thinking.
Regarding the layout of the acquisition, Han Changan once told the media that his idea is that Puyang Iron and Steel and Lubao Coking will both transfer a small part of the equity of Puyang Lubao to Pengfei New Energy, forming a pattern in which Puyang Iron and Steel holds 40% of the shares, and Lubao Coking and Pengfei New Energy hold 30% respectively.
Han Changming said that Lubao Group approached Pengfei Group for the initial purpose of simply seeking financing. Lubao Group has contacted several other investors at the same time, and has not told Puyang Iron and Steel which third party it wants to introduce. The agreement with a concerted action clause was agreed to because of the time limit for the delivery of funds, which would deprive other shareholders of their rights. In addition, Pengfei Group has been very strong in the process of engagement and negotiation.
For the above signing, Li Yang said that everything is in black and white, and it is based on the recognition of both parties, and there is no Pengfei Group to oppress people or take advantage of the danger of others, "both parties are doing business, and they also have decision-making, legal and other professional teams to support, analyze and study every cooperation clause, it is impossible to accept an agreement that violates the principle of fairness and voluntariness."
In this case, Pengfei Group took the lead in taking action. On August 15, Pengfei New Energy applied to the court for pre-litigation preservation of the traded equity. On the same day, the court issued a ruling to freeze the 30% equity of Puyang Lubao held by Lubao Coking. On September 6, Pengfei New Energy deposited the second equity transfer of 1 billion yuan in the Xiaoyi City Notary Office. On September 8, Pengfei New Energy went to the court to file a contract dispute lawsuit against Lubao Coking.
During this period, Lubao Coking applied for reconsideration on the grounds that the two parties were still negotiating. This reconsideration was ultimately dismissed. There is already a deep rift in the cooperation between the two sides.
4. A wave of unevenness rises again and again
At the same time that Lubao Coking and Pengfei New Energy went to court, Lubao Coking soon had an estrangement with its partner Puyang Iron and Steel, and it was once inextricably linked.
On August 15, 2022, Jinliu Energy held the second extraordinary shareholders' meeting in 2022 and elected 13 directors including Guo Enyuan and Han Changming as directors of the second board of directors of Jinliu Energy, including three directors appointed by Pengfei New Energy in the name of Lubao Coking in accordance with the "War Investment Agreement".
On August 24, Lubao Coking sent a letter to Puyang Lubao: requesting the suspension of the registration of the change of the board of directors of Jinliu Energy, convening a shareholders' meeting and the board of directors as soon as possible, replacing the above three directors, and initiating relevant voting procedures. However, the board of directors met soon after, and the above changes required by Lubao Coking were not successfully made.
The three parties have their own views on this contradiction. Han Changming believes that Puyang Iron and Steel did not cooperate, otherwise there would be no more trouble in the future. Li Yang believes that the agreed contract of the "War Investment Agreement" is valid and Puyang Iron and Steel also recognizes it, so it is impossible to violate the contract. An insider of Puyang Iron and Steel said that Guo Enyuan's starting point is that the three parties value harmony, and each of them will give full play to its advantages to operate together, recover costs as soon as possible and achieve profitability.
The above contradictions have actually intensified the distrust between Lubao Coking and Puyang Iron and Steel. Soon, the issue of personnel appointment and dismissal of Jinliu Energy made the contradiction between Lubao Coking and Puyang Iron and Steel Consortium unable to be resolved. A "Cooperation Agreement" was signed between Lubao Coking and Puyang Iron and Steel, stipulating that Puyang Lubao would set up an executive director and general manager, and concurrently serve as the legal representative, who would be appointed by Puyang Iron and Steel to serve as the chairman and legal representative of Jinliu Energy, and the financial director of Puyang Lubao and Jinliu Energy would be appointed by Lubao Coking, and the executive director and legal representative of Puyang Lubao would be appointed by Gao Wencai, who was appointed by Puyang Iron and Steel.
Lubao Coking said that it accounts for 47% of the shares of Puyang Lubao, and Han Changming's actual control of its Chang Company accounts for 2% of the shares, which can be regarded as 49% of Lubao's shares, and should be given a place in the positions of chairman, general manager and legal representative of Jinliu Energy.
On August 22nd and 26th, the two board of directors of Jinliu Energy voted to approve that Guo Enyuan served as the chairman and legal representative of Jinliu Energy, Gao Wencai was the vice chairman and deputy general manager in charge of personnel and legal affairs, and Liu Lifeng was the general manager, all three of whom were appointed by Puyang Iron and Steel. In terms of Lubao coking, Han Changming is the deputy general manager, in charge of material procurement and supply, product sales, and Zhao Caifeng is the financial director. A director appointed by Pengfei New Energy is an assistant to the general manager, and another vice chairman of Jinliu Energy is temporarily vacant.
Subsequently, due to the fact that Jinliu Energy intends to transfer equity again involves capital commitments and other issues, Puyang Steel's distrust of Lubao Coking has reached a peak. When Lubao Coking was faced with payment, it was once again unable to pay on time, causing dissatisfaction among all parties. Coupled with the contradiction in the use of the company's official seal, the contradiction between Lubao Coking and Puyang Iron and Steel broke out again.
On the afternoon of December 13, 2022, Han Changan came to Jinliu Energy Group as the chairman of Lubao Group, intending to hold a safety production mobilization meeting. According to two internal working documents of Lubao Puyang, on September 20 and November 20, 2022, two accidents occurred in Taiye Coal Industry and Zhaojiazhuang Coal Mine under Jinliu Energy, one was an underground transportation accident and the other was a high-fall accident, resulting in the unfortunate death of 2 employees. Both accidents were identified as safety production accidents, and during the rectification period, the two coal mines were suspended.
These two accidents became the reason for the safety production mobilization meeting, but the meeting was not successfully held. The director representing Puyang Iron and Steel believed that Han Changan did not hold a position at Jinliu Energy, and it was not in accordance with the schedule for him to hold the meeting, so he did not send anyone to attend.
According to media reports, at this meeting, Han Changan bombarded the management of Jinliu Energy, believing that the emergence of these two accidents, the management of managers as they like is an important reason, and the management of Jinliu Energy is chaotic, and some contracts are delivered and executed only with administrative seals. For example, the main coal mines of Jinliu Energy are in Liulin County, and some of the billboards used in the work can be made locally in Liulin, but after bidding, the company that finally won the bid was the company in Wu'an City, Handan, Hebei Province, where Puyang Iron and Steel is located. This kind of trade-off is difficult to understand, and the cost is increasing.
A subsequent issue with the use of the official seal ignited the contradiction. The contradictions between the three "richest men" involved in Jinliu Energy have been made public.
5. The second 30% equity transfer also had twists and turns
The core asset of Jinliu Energy is coal mines, and Pengfei Group's starting business and main business for many years is coal mine production and operation. In Li Yang's view, Guo Enyuan hopes that the three parties will give full play to their respective advantages and let the acquired enterprises operate normally as soon as possible to achieve profitability, which is actually the right idea. Pengfei Group, as a coal mining professional enterprise, is also capable of achieving this.
What's more, just as there was a gap in the cooperation, the coal market had already begun to rise and continued to rise for many years. On March 28, 2023, the China National Coal Association released the "2022 Annual Report on the Development of the Coal Industry" (hereinafter referred to as the "Report"), which shows that the national raw coal output in 2022 was 4.56 billion tons, a year-on-year increase of 10.5%. In terms of coal prices, it was affected by multiple factors such as the sharp rise in international energy prices. After the second quarter, the price showed a high fluctuation trend, and the price peak-to-valley difference reached about 900 yuan/ton during the year; Coking coal prices have risen. The average annual price of the long-term contract of some main coking coal in Luliang, Shanxi Province was 2,240 yuan/ton, an increase of 600 yuan/ton year-on-year. The annual average price of CCTD Shanxi coking fertilizer refined coal was 2,664 yuan/ton, up 338 yuan/ton year-on-year.
When the coal market was at its best, Jinliu Energy was caught in a contradiction between shareholders, and the contradiction continued to deepen. One day at the end of 2022, Li Yang received a call from Gao Wencai, hoping that Pengfei Group would receive Guo Enyuan, who was in his seventies, and "find a way to arrange a place for Mr. Guo to rest, the old man dealt with the conflict in Liulin, and he had hardly slept for three consecutive days." This situation shocked Li Yang, after he heard some rumors that Guo Enyuan was once threatened by "social people" in Liulin to deal with the conflict with Lubao Jiaohua.
In the next few days, Zheng Peng personally received Guo Enyuan, visited the various factories of Pengfei Group, and introduced the new and old business sectors of Pengfei Group to Guo Enyuan. Li Yang, as a senior executive of the company, accompanied the reception, he recalled that Guo Enyuan was deeply impressed when he saw the professional level of Pengfei Group in the operation of coal mines and other energy businesses, "He said many times that the three parties give full play to their respective advantages, especially Pengfei Group understands the production and operation of coal mines, and sharing profits together is the best way to cooperate."
Subsequently, a new equity transfer was created. On January 7, 2023, Puyang Iron and Steel and Pengfei New Energy signed the "Equity Transfer Agreement", under which Puyang Iron and Steel transferred its 30% equity interest in Puyang Lubao to Pengfei New Energy at a zero premium, with a consideration of 3.765 billion yuan, of which 1 billion yuan will be paid before January 31, and the balance will be paid before April 30. After the transferee is Pengfei New Energy fully paid, the contract will come into effect, and then the transferor, Puyang Iron and Steel, will cooperate with the transferee to convene a shareholders' meeting and the board of directors, and change the legal representative, chairman and general manager of Jinliu Energy Company to Pengfei New Energy personnel, and at the same time, Pengfei New Energy will designate personnel to serve as 3 of the 5 directors of Puyang Iron and Steel. The transfer of equity is temporarily held by Puyang Iron and Steel, and the two parties signed a separate "Equity Holding Agreement", both of which were signed by Gao Wencai and stamped with the official seal of Puyang Iron and Steel.
Regarding the agreement, Lubao Coking said that the transfer was not voted on by the shareholders' meeting of Puyang Lubao, and Lubao Coking was not aware of it at the time. As for why Guo Enyuan made this transfer, some executives of Puyang Iron and Steel told the media that it was because there were already contradictions with Lubao Coking and there were also discords with the old employees of Jinliu Energy. Guo Enyuan considered that he was old and was not a local enterprise in Shanxi, so he had the idea of retiring. But the transfer was not approved by other Puyang Iron and Steel executives.
Li Yang said that as the actual controller of Puyang, Guo Enyuan made this transfer decision with his own considerations, the specific reason is that he is a layman in the management of coal mines, and he is a foreigner from Hebei to Shanxi, and after half a year of actual management, he feels that he is unable to manage Jinliu well, so the actual purpose of Guo Enyuan's recuperation is to transfer all the shares held by Puyang Iron and Steel, but Pengfei Group can not raise enough funds in the short term, so it is negotiated to transfer 30% first.
At the end of January 2023, Pengfei New Energy paid the first equity transfer of 1 billion yuan to Puyang Iron and Steel as agreed, and on April 28, Pengfei New Energy paid the remaining equity transfer of 2.765 billion yuan to Puyang Iron and Steel as agreed. Pengfei New Energy immediately requested a change in senior management. Li Yang recalled that until May 4, 2023, Puyang Iron and Steel was still discussing with Pengfei New Energy how to carry out personnel handover and equity change. However, on May 8, Puyang Iron and Steel informed Pengfei New Energy that the agreement would no longer be performed, and the money that had been paid would be refunded in full way. Li Yang, who has been in charge of the transfer, said that he did not expect Puyang Iron and Steel to terminate the contract suddenly, which means that the two parties can only take judicial means to resolve the dispute. When he subsequently reported the relevant situation to Zheng Peng, he also learned that Guo Enyuan mentioned it when communicating with Zheng Peng, "I regret it and don't want to transfer the shares."
At the beginning of 2023, Lubao Coking also seemed to be aware of the contradiction between itself and Puyang Iron and Steel, so that Pengfei New Energy and Puyang Iron and Steel stood together.
A screenshot shows that on January 4, 2023, Han Changan sent a long WeChat message with the same content to Guo Enyuan and Zheng Peng. Han Changan proposed that in the arrangement of the positions of chairman and general manager of Jinliu Energy, he respected the agreement with Guo Enyuan and implemented it according to Zheng Peng's intentions. Han Changan said that during the acquisition process, Lubao Coking's funds were insufficient, and one of its partners repeatedly failed to make appointments, resulting in the funds being never in place, and its plan to obtain an 8 billion merger and acquisition loan from a large bank could not be realized because Puyang Lubao's equity was frozen.
Regarding the equity of Puyang Lubao held by Lubao Coking, Han Changan said that he specially appointed a person to communicate with Guo Enyuan and Zheng Peng in December 2022, and was willing to conditionally withdraw from the operation and management of Jinliu Energy, only retain part of the small shares and preferential dividend rights, and support Guo Enyuan and Zheng Peng to join forces to make Jinliu Energy bigger and stronger. He believes that the initial cooperation with Guo and Zheng was sincere. At this time, it is also sincere to communicate with Guo and Zheng again and change the way of cooperation.
In this regard, Pengfei Group also sent people to communicate with Han Changan to acquire its remaining shares, but the two sides have not been able to reach an agreement.
In mid-June 2024, Pengfei Group said that they vaguely believed that Puyang Iron and Steel terminated the cooperation without warning because of the rapid rise in coal prices at that time, and Jinliu Energy quickly accumulated huge cash income.
According to the financial data provided by Li Yang and the relevant income notes submitted in the follow-up lawsuit, from January 17, 2023 to April 28, 2023, Pengfei Group sent elite soldiers to the key coal mines of Jinliu Energy, during which the coal output was doubled, from about 9,000 tons per day to 25,000 tons, "At that time, Jinliu Energy had 3.4 billion yuan in cash on its books, and such a considerable income inevitably made people change their minds."
As a person in charge of a professional coal mine, Li Yang is also anxious about this situation. He said that the three parties are still mired in a series of complex lawsuits, but due to the long-term inconclusive equity transfer, the personnel composition is complex, and the core work such as approval, appointment, and payment in the operation of the enterprise cannot be carried out. ”
Editor: Qin Zheng