The general manager was exempted from triggering the control of the riot pioneer new material subsidiary "big chaos"

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Source: Beijing News

Gai Shi car control "big chaos"

He is a subsidiary of the listed company Pioneer New Materials Holding Co., Ltd., general manager Zhou Xiaoyu was dismissed, founder Chen Wenkai returned, the company's equity is doubtful, this year's performance abnormal losses

With an announcement on June 12th, an infighting of the listed company Pioneer New Materials Holdings subsidiary, Gasgoo, was made public.

According to the announcement of Pioneer New Materials on the evening of June 12, on June 8, Zhou Xiaotong, who had just been removed from the post of General Manager of Gasgoo, led more than 10 unidentified persons to enter the company of Gai Shi Automobile to drive away the company’s official seal and financial chapter. To prevent company personnel from conducting audits normally. According to the reporter of the Beijing News, the conflict between the two sides even led the police until the police arrived at the scene, and the people of Pioneer New Materials were able to leave.

According to the Beijing News reporter, Geshi Automobile was acquired by Pioneer New Materials in 2015, and later founder Chen Wenkai gradually separated from the company management. Zhou Xiaoyu, who was the secretary of Chen Wenkai, took over the company and served as the general manager. After the announcement of Pioneer New Materials on June 12, Zhou Xiaotong issued a statement in a row, resolutely opposed the personnel decision of Pioneer New Materials, and questioned Chen Wenkai’s “personal serious debts, professional conduct pending investigation, and suspected horizontal competition”.

The seeds of this infighting have been planted as early as September 2015 when Gasgoa was acquired by Pioneer New Materials. As the founder of the Geshi Automobile, Chen Wenkai gradually faded out, Zhou Xiaotong, the general manager, and the first major shareholder, Pioneer New Materials, had differences, and the conflict finally broke out in June this year.

At present, this infighting has already had an impact. Pioneer New Materials said in the announcement that Gasgoo can not operate normally in the short term, which has a major impact on the business activities of Gasgoo.

The general manager was exempted from the outbreak of the car

It takes about 1 hour to drive from the center of Shanghai to the northwest. Located near the intersection with Suzhou, there is a Shanghai International Automobile City with an area of ​​100 square kilometers. According to the official introduction of the company, it is an integrated service provider for the automotive industry, including the automotive supply chain service platform, automotive information, and the Chinese automobile community (Gai Bang).

On June 14, the Beijing News reporter came to Geshi Automobile. Two security guards stood outside the door. Outsiders were not allowed to enter and exit at will. A security guard told reporters that this situation has been going on for many days.

According to the announcement of Pioneer New Materials on June 12, on June 6, Pioneer New Materials announced the exemption of Zhou Xiaotong’s general manager of Geshi Automotive, appointed Chen Wenkai as the general manager of Geshi Automotive, and sent company auditors to go to GAS Auto for audit; On the 8th, Zhou Xiaotong led more than 10 unidentified people to enter the company's employees, threatened and controlled the company's auditors, robbed the official seal of the world, the financial chapter, the financial documents being audited, etc., preventing the company personnel from conducting normal audits. .

After the announcement, some media reporters came to Geshi Automobile. More than 10 security guards were guarded at the door and refused everyone to enter. Zhou Xiaotong told the Beijing News reporter that these security guards were sent by them.

Gasgoed car operations have been affected. Pioneer New Materials said that on June 9, the former general manager of Geshi Automobile Zhou Xiaoyu used the official seal to issue internal notices to prevent employees from going to work normally and leading unidentified people to prevent employees from going to work normally. The subsidiary Geshi Automobile had uncontrollable risks. On June 14th, Pioneer Xingu Guo surnamed the Superintendent told the Beijing News reporter that he still couldn’t enter the Geshi Automobile. He went there yesterday and still can’t get in.

On June 14, the reporter saw at the gate of Gasgoo Automobile that a letter to all employees of the company said that, considering the special circumstances in the current situation, Gasgoo will maintain normal conditions under the premise of protecting the personal safety of employees and the safety of company property. Operation, “Everyone works according to the time and place when they receive the notice. Colleagues who have not received the notice still need to work from home.”

The notice was issued by Zhou Xiaotong. On June 15th, Zhou Xiaotong, who was at the forefront of the turmoil, accepted the reporter’s face-to-face interview for the first time. In the Gas World Automobile Company, she told the Beijing News reporter that the company has been working normally, but she is more worried about the safety of the company's employees, so let everyone work at home. "Today, employees are all working in the company."

At the time of internal turmoil, Zhou Xiaolan also sought to unite people. The reporter saw in the official WeChat of the World. On June 14th, Geshi Automobile held a staff meeting. Zhou Xiaoyu explained and planned the company's current situation and future development as the company's legal representative and general manager, saying that “the company guarantees the maximum protection. Smooth operation".

"The people in our company are very young and have not experienced this incident. It is very sudden. The core of the meeting is that shareholder disputes cannot interfere with the company's operations." Zhou Xiaotong told the Beijing News reporter.

There are multiple versions of the equity, the management holds a share

In September 2015, in order to develop the automotive aftermarket business, Pioneer New Materials is planning to acquire a 60% stake in Gasgoo with a total amount of 63 million yuan. After the completion of the equity transfer, Gasgoo became a subsidiary of Pioneer New Materials.

According to the announcement at the time, Shanghai Chaohao Information Technology Co., Ltd., the company's founder Chen Wenkai, promised to transfer 20% of the shares of Gasgoo to the senior management of Gasgoo. After the transaction is completed, Pioneer New Materials holds 60% of the shares, Gai Shi Auto Network Management Team holds 20%, and Chen Wenkai's Shanghai Super Shares holds 20%.

However, this written shareholding structure has not been implemented.

According to the industry and commerce information, the shareholder structure of Gasgoo Motors is 60% owned by Pioneer New Materials, 30% by Shanghai Chaoyu and 10% by Shanghai Yuehu, which is inconsistent with the above announcement. The only shareholder behind Shanghai Yuehu is Zhou Xiaotong, the general manager of Gasgoo.

At noon on June 13, Pioneer New Materials released a correction notice, saying that due to staff mistakes, the proportion of shares in the announcement in September 2015 was incorrectly filled. The proportion of the shares of Gasgoo was corrected to 60% of Pioneer New Materials. The management team holds 30% of the shares and Shanghai Chaoyu (Chen Wenkai) holds 10% of the shares.

Regarding this issue, Pioneer Xinguo Guo surnamed executives said, "It may be because the operation of the securities department is anxious."

In Zhou Xiaotong's statement, she holds 30% of the shares and Chen Wenkai is 10%. Chen Wenkai also confirmed to the Beijing News reporter that he holds 10% of the shares. It seems that in addition to Chen Wenkai's 10%, Pioneer New Materials holds 60%, the biggest entry point is: Pioneer New Materials said management holds 30% of the shares, while Zhou Xiaotong said that this part is personally owned.

It is reported that Chen Wenkai originally hoped to take 30% of the shares to the management equity incentives, verbally agree that this part of the shares will be transferred to Zhou Xiaotong's Shanghai Yuehuo, and then distributed to the management. On June 15, Chen Wenkai stressed that the news was true to the Beijing News reporter. Zhou Xiaotong emphasized to the Beijing News reporter that this part of the equity is “the company’s shares purchased by individuals” in 2015.

Chen Wenkai said that in the agreement signed with Pioneer New Materials, the management holds 30% of the shares, which has been announced by the listed company. "Now I am fighting with her. I said that I said (management incentives), she said that I didn't say it, it can't be proved."

“The major shareholder and the management team did not reach an agreement”

According to a survey by the Beijing News reporter, after the acquisition of Pioneer New Materials in September 2015, the main management team of Gasgoo has not changed. Chen Wenkai, as the founding director of the company, is the top leader; Zhou Xiaotong, who was pulled up by Chen Wenkai, has been As the general manager, the performance commitment is to maintain the main link between Pioneer New Materials and Gasgoo.

After Pioneer New Materials acquired 60% equity of Gasgoo in 2015, Gasgoo Motors has made a two-year performance commitment: Gasgoo.com promises that the audited net profit for 2015 and 2016 will reach 6.5 million yuan and 9 million respectively. If the above results are not met, the difference will be supplemented by Chen Wenkai in cash.

According to the news reports, some pioneers and new materials said that the company gave Geshi Automobile great trust and freedom, did not send financial personnel to supervise, and did not send any personnel to participate in the management. The company did not deal with Gasgoo for two years. Have conducted any audits. In response, Guo’s senior executive told the Beijing News reporter that this statement was inaccurate. “Gaishi has a performance commitment and cannot meet the compensation. Therefore, the people of our company did not participate in the audit and it was the external audit commissioned.”

In 2015, Geshi Automobile lost RMB 4,660,500. According to the gambling agreement, Gai Shi Automobile's shareholder Chen Wenkai compensated 11.11 million yuan. In 2016, Gasgoo achieved a net profit of 9,878,300 yuan, fulfilling its current performance commitment.

In 2017, the leadership of Gasgoo changed: the founder of the company, Chen Wenkai, left the company and ceased to be the top leader. Pioneer New Materials sent Zong Xudong to take over as executive director of Gasgoo and Zhou Xiaoyi served as general manager.

At the time when Chen Wenkai gradually faded out, Zhou Xiaotong, the management team, and the first major shareholder, Pioneer New Materials, had differences. Zhou Xiaotong disclosed in his employee's book, "At the beginning of this year, I had a special discussion with the core decision-making level of the major shareholder Pioneer New Materials on the later development direction of the world, but did not form a consensus conclusion."

Under this circumstance, Zhou Xiaoyu tried to increase the capital of the company. Zhou Xiaotong told the Beijing News reporter that "I am willing to do so if other shareholders are not willing to increase capital."

For Zhou Xiaotong’s intention to increase capital, the attitude of the pioneering new material of Gasgo’s largest shareholder is quite subtle.

"We are talking about this matter. We are optimistic about the prospects of Gasgoo, and the conditions have not yet been discussed." Guo said that "our boss is very optimistic about the world. If it is only financial investment for Gasgoo, then sell the shares to Why don’t she earn some money?”

Abnormal performance losses trigger conflict

When Pioneer New Materials and Zhou Xiaotong fought on the fate of Gasgoo, the performance of Gasgoo changed.

In the announcement on the evening of June 12, Pioneer New Materials said that since 2017, Gasgo’s operating performance has experienced abnormal losses, with a total loss of more than 8.7 million yuan in January-May.

According to media reports, this performance is unusually insider. According to the daily economic news, an anonymous executive of Gasgoo said that the company experienced such a serious decline this year because Zhou Xiaoyu requested “no performance” and “control performance” at the beginning of the year, such as extending the length of sales contract approval and lowering the sales commission. , canceled the original commitment of 800,000 yuan sales award.

"There was a reporter interviewing employees, I heard employees say that Zhou Xiaoyu deliberately made a bad job, and the 800,000 rewards for employees this year were cancelled. There are indications that Zhou Xiaotong is prepared to do so. But we have no evidence."

Regarding the above statement, Zhou Xiaotong responded to the reporter of the Beijing News, "I think it is very very nonsense." Generally speaking, if the subsidiary continues to lose money, it will inevitably drag down the listed companies with profit requirements, and the listed companies will be handy. The company's will will increase.

In response to this situation, Pioneer New Materials decided to audit Geshi Automobile. On June 6, Pioneer New Materials auditors stationed in Geshi Automobile for audit.

Guo’s senior executive said, “We found that it was wrong after entering 2017. We lost five or six million at a time, and there was a discrepancy between normal business and normal operation. Therefore, we went to the audit and took some financial documents.”

According to the announcement of Pioneer New Materials, the company is currently working hard to restore the normal operation of Gasgoo, and is in the process of holding relevant personnel legal responsibility. Relevant personnel of the company have gone to the local public security organs to report to the police.

Zhou Xiaotong also chose the police.

A report received by the reporter on the case of the Shanghai Public Security Bureau received a report. On June 11, a report was reported that on June 7, the company’s shareholder, Pioneer New Materials, sent a personal audit to Gasgoo, until June. At around 19:00 on the 9th, it found that many of the original financial documents in the company were gone, and those who were sent by Pioneer New Materials took it away. They wanted to return but the other party did not want to return it.

The return of the founder, the control of the car

At the same time of the audit, Zongxudong, who was sent to Geshi Automobile by Pioneer New Materials, as the executive director, recalled the general manager of Zhou Xiaotong and appointed Chen Wenkai, founder of Geshi Automobile, as the general manager. Guo’s senior executive of Pioneer New Materials said, “We are the largest shareholder, and it is normal for executive directors to remove her position.”

However, according to Zhou Xiaotong, this audit has actually changed its taste.

Zhou Xiaoyu said that on June 7, Chen Wenkai convened an auditor's meeting to explicitly require auditors to “focus on Zhou Xiaolan's personal special audit” and repeatedly stressed that “no problem, we must also issue problems.” At the same time, verbally request the company's personnel in charge Seize her personal computer, company mailbox, and reclaim special vehicles.

Recently, Zhou Xiaotong has issued two copies of all employees' books in the official website of the company. He turned his finger to the former boss Chen Wenkai, and arbitrarily opposed Chen Wenkai, the new general manager of Pioneer New Materials. She said, "Chen Wenkai has a clear tendency towards personal implementation. Several major crimes, such as sexual auditing, illegally robbing the company's financial books, and guilty of mischievous employees.

She also broke the news, "Previously Chen Wenkai had tried to misappropriate the 5 million funds of Geshi Automobile to the car to worry about the future, and asked the world to buy a car to worry about the 980,000 oil to help swipe the outstanding record, to retain his professional conduct and conduct. Opinion. The founder of the car-free worry is Chen Wenkai.

With Zhou Xiaotong's two employees citing a lot of Chen Wenkai and the company's inside story, outside rumors and speculations have come: some media said that "the pioneering new material normal audit subsidiary has been violently resisted", "the original executives refused to accept management "There was also a voice saying that "the secretary said that he couldn't bear to the former boss."

So, why did Chen Wenkai return to Geshi Automobile as the general manager?

"The major shareholder Pioneer New Material and Zhou Xiaotong are irreconcilable, because I can be a good person as a founder, and the major shareholders need me to help him." On June 14, Chen Wenkai told the Beijing News reporter, "No other can be found." In the words of the people, her (Zhou Xiaotong) confrontation with the major shareholders is actually in the upper hand; when I came in, the bargaining power between her and the major shareholders suddenly tilted."

In the face of Zhou Xiaotong's long accusation, Chen Wenkai said that its purpose is to divert attention. "Zhou Xiaotong's current strategy is to divert attention, and dragging time is a strategy. The most unwilling to delay time is the listed company. Gaither lost more than 8 million in the first five months, and then the loss of the capital chain was broken."

Guo surnamed executives also told the Beijing News reporter, "I estimate that Zhou Xiaoyu deliberately focused on the issue of Chen Wenkai, but was avoiding those things (referring to the company's personnel appointment), but her conflict with Chen Wenkai is their What is your own relationship with our Pioneer New Materials and Gasgoo?"

On June 15, when I was asked in the face of the idea of ​​diverting my attention, Zhou Xiaotong’s answer was quite simple. "I don't understand, I don't know why he said this."

On June 14th, regarding the infighting of Gasgoo Automobile, the relevant person in charge of the Anting Town Police Station told the Beijing News reporter that due to personal privacy, the policeman would need to call the ID card and then find the relevant police.

background

Pioneer new material acquisition road: from the aftermarket to the Australian dairy

Pioneer New Materials has a strong interest in cross-border. However, as the largest shareholder of Gasgoo, Pioneer New Materials is a “outsider” in the automotive aftermarket.

Pioneer New Materials is a listed company located in Ningbo. It was established in 2003 and is mainly engaged in the production, operation and sales of indoor and outdoor sunshade fabrics and other sunshade products. In recent years, the performance of Pioneer's new materials has maintained a certain growth rate. The net profit for 2014-2016 was 39.96 million, 31.75 million yuan and 67.92 million yuan.

Transfer after the purchase of a car without worry

In September 2015, Pioneer New Materials announced that it had invested 63 million yuan to acquire a 60% stake in Gasgoo. Pioneer New Materials said that the company acquired the automotive industry professional service platform Geshi Automotive Network and began to develop the automotive aftermarket business. Just a few months ago, in May 2015, Pioneer New Materials announced that the company had obtained a 20% stake in car maintenance through its capital increase of 62.1 million yuan.

The founders of Gasgoo and the car-free car are Chen Wenkai. However, Pioneer's investment in both companies is not very smooth.

Car-free worry at the end of 2016 was exposed to the tight capital chain, and many franchisees and suppliers came to collect debts. In early 2017, there were more rumors that the car-free project was shut down and the company was closed. According to the Pioneer New Materials Announcement, as of November 30, 2016, the total assets of the car-free business had shrunk to 4.332 million yuan, the total liabilities increased to 32.475 million, and the shareholders' equity was only - 28.143 million yuan.

Under this circumstance, the car-free equity has been changed by Pioneer.

In January this year, Pioneer New Materials announced that in order to recover the investment as soon as possible, the company decided to transfer the investment to Mao Jijun. Mao Jijun plans to purchase Pioneer New Materials with a cash of 62.10 million yuan to hold a 20% stake in car maintenance.

In addition to the current civil strife, the performance of Gasgo is not ideal. In 2015, Geshi Automobile lost 4.66 million yuan. Under this circumstance, the founder of Gas World had to give Pioneer New Materials performance commitments of 11.21 million yuan.

“Gai Shi was only profitable in 2014 and 2016 after its establishment in 2007,” said Zhou Xiaoyu, general manager of Gasgoo.

In 2017, the loss of Geshi Automobile has dragged down the performance of Pioneer New Materials.

According to Pioneer New Materials' first quarterly report, it realized operating income of 180 million yuan, total profit of -500.86 million yuan and net profit attributable to owners of the parent company -1.0878 million yuan, down 0.89% and 256.85% respectively over the same period of last year. 133.15%. In this regard, Pioneer New Materials explained that the subsidiary Geshi Automobile has increased its market input, but the results have not been reflected simultaneously, so the company experienced a certain loss in the first quarter. Affected by this, the company's first quarter net profit fell by 133.15% over the same period last year.

Acquisition of Australian dairy farm terminated

After entering the automotive aftermarket, Pioneer New Materials will also focus on milk.

In September 2016, Pioneer New Materials announced the acquisition of VDL, the largest dairy farm in Australia by the issue of shares and cash payment, at a cost of 1.183 billion yuan. After the completion of the merger, the company will become the dual main business of fabric business and dairy product development.

However, this acquisition is subject to regulatory pressure.

On February 16 this year, the CSRC announced on the official website that it decided not to approve the application for the purchase of assets and the recruitment of matching funds by Pioneer New Materials. The reason was that “the future profitability of the underlying assets has greater uncertainty.” 2 On the 24th, the board of directors of Pioneer New Materials decided to terminate this major asset restructuring.

Even so, the road to mergers and acquisitions of Pioneer New Materials is still non-stop.

Two months later, on April 27th, Pioneer New Materials was suspended again due to the planning of major asset restructuring. The restructuring plan has not been released so far. According to the latest announcement on June 16, the company and related parties are actively promoting matters related to major asset restructuring in accordance with the established plan.

Beijing News reporter Zhao Yibo Shanghai report

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