New progress of Ruifengda in "running away"! Self inspection of the new three board stocks invested

The event of private equity controller "running away" continues to ferment. On May 13, several NEEQ shares invested by Ruifengda announced the suspension of trading, and organically said that the company had conducted preliminary verification on the public opinion related to the negative news of private equity funds related to the shareholder Ruifengda. In combination with the significant changes in stock prices in the previous period, the company planned to carry out verification on the above matters. On May 11, the CSRC also launched a case filing investigation. Specifically, the equity of Ruifengda has changed frequently, and the actual controller of related institutions has long been "running away". In addition, behind the "false high" performance, there is the possibility of "arbitrage transfer" through individual shares on the NEEQ. Some insiders said that for investors, the above events reminded investors to be extra cautious when choosing investment products and managers. In addition to focusing on the performance of private placement, they also need to carefully analyze their investment targets and penetrate the underlying assets to prevent risks.

Supervision filing and enterprise self inspection

The event of private equity controller "running away" is fermenting. On May 13, Ruifengda announced the suspension of trading of several NEEQ stocks, and the organic organization said that it had carried out preliminary verification against the relevant public opinion and would carry out verification in combination with the significant changes in stock prices in the earlier period. In addition, on May 11, the China Securities Regulatory Commission (CSRC) also released information that according to the current situation, Ruifengda was suspected of many violations of laws and regulations, and the CSRC decided to file an investigation on it and deal with it strictly according to law.

The voice of the CSRC came from a recent market rumor. Previously, some media said that Ruifengda could not redeem and the company's actual controllers had lost contact. According to the data of China Infrastructure Association, Ruifeng was established in October 2016 with a registered capital of 30 million yuan and the actual controller is Qiu Wenlong. In terms of the subscribed proportion of the investors, Qiu Wenlong accounted for 80%, while Liu Licheng, the legal representative and general manager, accounted for 20%. As the general manager, Liu Licheng once worked as a risk control manager in Jiangsu Fuxin Wealth Asset Management Co., Ltd. Public information shows that Jiangsu Fuxin Wealth Asset Management Co., Ltd. was reported by the police in 2020 because of its suspected illegal absorption of public deposits.

However, according to Tianyancha information, the equity of Ruifengda has changed many times. In January 2022, Qiu Wenlong and Liu Licheng have withdrawn, with the shareholding ratio of 80% and 20% respectively. In January 2022, Li Tao held shares for the first time, but the shareholding ratio was not announced.

In September of the same year, the person in charge of Ruifengda was officially changed from Liu Licheng to Li Tao, and Li Tao withdrew his contribution on the same day. Up to now, the controlling shareholder of Ruifengda is Hainan Smart City Holding Group Co., Ltd., with a shareholding ratio of 51%. Shanghai Qingcheng Cultural Club Co., Ltd. has increased its shareholding by 49% since September 2022.

With regard to the current handling and the latest progress, the reporter of Beijing Business Daily called and sent an interview to Ruifengda, but no reply was received as of press release.

In addition to frequent equity changes, the affiliated institutions of Ruifengda are also full of doubts. Some media said that at present, in addition to Ruifengda being put on file, another institution, Riying Investment Holding Group Co., Ltd. (hereinafter referred to as "Riying Investment"), has also been banned from entering the office.

Previously, a reporter from Beijing Business Daily called Ruifengda and found that the relevant number was displayed as "Sunwin Group". According to Tianyan's data, Refonda shares contact numbers with 75 enterprises, including many "Win Win" companies. Tianyan check shows that Riying Investment, which is associated with Ruifengda, was founded in June 2012 with a registered capital of 228 million yuan. Xiwei (Xiamen) Electronic Technology Co., Ltd. and Shanghai Riying Equity Investment Fund Co., Ltd. hold 91.2% and 8.8% respectively.

Judging from the change of shareholder structure of Sunwin Investment, the "runaway" of the actual controller may also have early signs. In August 2023, the legal representative of Sunwin Investment was changed from Li Min to Sun Wei. In March 2024, the legal representative was changed from Sun Wei to Chen Zhili. It is worth noting that in April 2024, one month before the rumor of "running away" broke out, the legal representative of Sunwin Investment was changed to Liu Xiao again. At the same time, Sun Wei, Li Min, Shanghai Lingya Enterprise Management Center (limited partnership) and Shanghai Luofu Enterprise Management Center (limited partnership) all withdrew from the investors.

Jiang Han, a senior researcher at Pangu Think Tank, pointed out that in general, multiple changes in the company's legal representative and the withdrawal of several investors on the same day are usually a sign of unstable company operations and significant internal changes, which may be due to the company's management's differences on the future development direction of the company, problems in the capital chain, increased legal litigation risks and many other reasons.

Or use the "New Third Board" to obtain funds

Focusing on relevant businesses of Ruifengda, the data of China Infrastructure Association shows that its business types include private equity investment funds and private equity investment FOF funds, with a management scale of 2 billion to 5 billion yuan. On its official website, China Infrastructure Association also pointed out that there were problems with Ruifengda, including the situation that the registered place and office place were not in the same jurisdiction, the fund was not liquidated after the deadline, and the ratio of opening inquiry accounts for investors was less than 50%.

According to the data of private placement Paipai Network, Ruifengda has a large scale in management, but the number of employees is not large. At present, Ruifengda is in charge of 70 products, but the fund managers currently announced are only Zhang Riyang and Sun Haoxiang. In addition, according to the data of China Foundation Association, the company has only 12 employees in total.

From the past performance disclosed by the platform, Ruifengda's products have reaped "considerable" returns. As of May 2024, the cumulative rate of return has reached 87.65%, and the annualized rate of return has reached 10.17%. Specifically, Ruifengda Ruirui No. 1 and Ruifengda Ruixing No. 3 were established in April 2022 and February 2022 respectively, and their yields since their establishment have reached 795.43% and 124.65%. From year to date, the yields of Ruifengda Shirui No. 1 and Ruifengda Jinxiu No. 7 exceed 10%, respectively 15.65% and 13.85%. However, over the same period, the yield of Ruifengda Ruixing No. 2 was -9.92%.

Jiang Han commented that Ruifengda's private placement performance was indeed outstanding, and the sudden explosion of thunder "running away" may be due to violations, such as illegal fund-raising, misappropriation of customer funds, etc.

When the reporter of Beijing Business Daily inquired about the public information, he found that more private funds under Ruifengda went to NEEQ stocks. According to the data of Flush iFinD, according to the 2023 annual report, Ruifengda's products appear in the list of top ten circulating shareholders of six NEEQ stocks, namely Bangkele, Hejiatianjian, Agro Tech, Weifuji, Youlian Shengye and Haotian Energy Storage.

Taking Farmer Technology as an example, the 2023 annual report shows that among the new shareholders of Farmer Technology, the third, sixth, seventh and ninth shareholders belong to the private fund products of Jiangsu Ruizhu Private Fund Management Co., Ltd. The fourth, fifth, eighth and tenth shareholders are all private fund products of Zhejiang Ruifengda Asset Management Co., Ltd.

Compared with the semi annual report, 8 investors, including Gu Chenglong, Chen Wenxin, Li Sujian and Liu Hongyun, have significantly reduced their holdings. This also means that with the entry of private placement, many investors have withdrawn. It is worth mentioning that the investors who withdrew from Hejia Tianjian in the second half of the year are almost the same as those who withdrew from Agribusiness Technology. Chen Wenxin, Li Sujian, Liu Hongyun and others are no longer among the top ten shareholders in the 2023 annual report. At the same time, many products of Ruifengda have increased their holdings on a large scale.

On May 13, the reporter of Beijing Business Daily noticed that many stocks on the NEEQ invested by Ruifengda had been suspended. For example, Farmer Technology said that it had suspended trading since May 13 and was expected to resume trading before May 27. It had paid attention to the public opinion related to the negative news of the private equity fund of the shareholder Ruifengda, and had conducted preliminary verification. The controlling shareholders, actual controllers and directors, supervisors and senior executives had not bought or sold the company's shares, nor manipulated others' accounts to buy or sell the company's shares, There is no associated relationship with the investors involved in the transaction. In addition, the company plans to check the above matters in combination with the significant changes in the company's share price in the early stage.

Some securities practitioners pointed out that private placement can falsely increase the management scale by mutual investment of products between private placements. Many products of Refonda should be leveraged off the market. The underlying assets of Ruifengda are invested in NEEQ, and the above operation of obtaining funds is possible, as long as the invested enterprises cooperate.

Jiang Han also said frankly that Ruifengda's products appeared in the list of ten outstanding shareholders of several NEEQ stocks, and there was indeed the possibility of "arbitrage transfer" of investors' funds through NEEQ stocks with poor trading liquidity. The risk of this behavior is that if the liquidity of individual shares on the NEEQ is poor, the institutions may be difficult to realize the shares in a short time, which may lead to funds being tied up.

Qu Fang, the investment consultant of Wanlian Securities, also believes that Ruifengda's fund arbitrage is obviously an illegal act of manipulating stock prices. Investors need to be reminded that private equity funds may deliberately improve their brand products through insider trading for more financing needs. But the ultimate goal is undoubtedly to cheat investors, thus leading to greater losses for investors.

The trusteeship pursues blame

Public information shows that Ruifengda's product custodians include many well-known securities companies, specifically China Merchants Securities, CITIC Securities, Huatai Securities, China Galaxy Securities and Guotai Jun'an Securities.

The aforementioned securities firm practitioners pointed out that, generally speaking, the custodian will complete custody according to the trading instructions given by the private placement party. If there are insider trading, arbitrage transfer and other irregularities in private placement, the custodian is unlikely to find abnormalities by checking the public information. At present, some custody brokers have privately reported the situation with customers and sent people to the scene to follow up.

So, should the trustee be responsible for the "runaway" of private placement? Wang Deyi, a lawyer from Beijing Xunzhen Law Firm, pointed out that the above situation needs judicial intervention to find out the facts. In the past judicial practice, when defining the legal liability of the fund custodian to investors, the people's court usually determines the liability directly according to the relevant legal provisions and contractual agreements. From the existing judicial cases, when the fund custodian does not violate the contract, it usually does not bear legal responsibility for the losses of investors. If investors want to investigate the responsibility of the custodian securities companies, they must provide direct contract basis. According to experience, securities companies usually set up exemption in the pre drafted standard terms. Therefore, from a civil point of view, it is very difficult for investors to hold accountable to the custodian securities companies for their losses.

With regard to whether the asset management of securities companies invest in the products of Ruifengda Private Placement, a reporter from Beijing Business Daily interviewed several securities companies. Some securities companies said that their asset management institutions had conducted self inspection and did not invest in the products of Ruifengda Private Placement.

A private placement with formal records, clear net worth disclosure and multiple custodians' guarantees suddenly ran away, which sounded the alarm for the industry and investors. Qu Fang believes that this reminds investors that in addition to focusing on the performance of private placement, they need to carefully analyze the real situation of their investment targets and penetrate the underlying assets to prevent risks.

Yang Haiping, a researcher at the Securities and Futures Research Institute of the Central University of Finance and Economics, pointed out that the Ruifengda incident was a huge blow to the confidence of private equity fund investors. Invested in institutions with poor net worth performance, which may be trapped in a "pig killing dish"; Invested in institutions with particularly good net worth performance may fall into a "mine explosion".

Yang Haiping suggested that for potential investors of private equity investment funds, first of all, the fund managers should be carefully selected, focusing on the head institutions with sound internal control system and long-term operation. Secondly, we should be alert to all kinds of routines that do not conform to common sense and logic, such as investing in NEEQ equity with large funds, or even sitting on NEEQ. Ruifengda "ran away" again reminded the regulatory authorities that the supervision of private equity investment funds still needs to be strengthened, with the focus on strengthening the supervision of the accounting and disclosure of private equity funds' net worth, and optimizing the corresponding custody management system.

Beijing Business Daily reporter Liu Yuyang Hao Yan