The "Galaxy" in the A-share market is ushering in a dark moment when its performance has turned into a huge loss, it has been investigated by the CSRC, and it is suspected of swindling huge loans.
"Galaxy" is led by Galaxy Tiancheng Group Co., Ltd. (hereinafter referred to as "Galaxy Group"), which has two A-share listed companies - Galaxy Biology (000806. SZ) and Tiancheng Holdings (600112. SH).
On January 31, Galaxy Biology released its 2018 annual performance forecast, which predicted a loss of 650 million yuan to 850 million yuan, a decrease of 6455.35% to 8410.85% in net profit compared with the same period last year. On January 24, before that, Galaxy Biology announced that it had received the notice of filing for investigation from the CSRC because the company and the controlling shareholder Galaxy Group were suspected of illegal information disclosure.
Previously, Pan Qi, the actual controller of Galaxy, was banned from the market for 10 years by the CSRC for financial fraud and market manipulation. In 2018, the CSRC gave Pan Yong, Pan Qi's younger brother, a punishment of 10 years' market access ban in a "Punishment Decision". Prior to this, Yao Guoping (Pan Qi's brother-in-law), then the general manager of Galaxy Technology, was also banned from the market for seven years. As a result, the only three shareholders of Galaxy Group (Pan Qi, Pan Yong and Yao Guoping) were punished by the CSRC for serious violations of laws and regulations.
At the same time, in the past few years, the funding chain of the "Galaxy" has always been tight. In the P2P thunder wave that broke out in 2018, the "Galaxy" also flickered and was investigated by the police.
The house leakage happened every night, and a huge loan of "Galaxy" at the time of tight capital chain was accused of fraud by lenders.
150 million yuan loan is suspected of fraud
The reporter learned that a loan of "contract amount of 300 million yuan and actual amount of 150 million yuan" by Galaxy Group in 2017 was now referred to as "fraud" by the lender.
In 2017, Galaxy Group had fallen into a serious financial crisis, and the capital chain was tight. When it was difficult to obtain loans from financial institutions, it sought funds from various sources.
According to the introduction of friends of both parties, on August 10, 2017, the borrower Galaxy Group and the guarantor Pan Yong signed a Loan Contract with the lenders Li Yu and Li Hong. The lender provided Galaxy Group with 300 million yuan, with the monthly interest of 2.5%. The loan term is three months. The purpose of the loan is to supplement working capital. Pan Yong provided mortgage guarantee with his 8 properties in Beijing. Pan Qi, Yao Guoping and Xu Hongjun (Chairman of Galaxy Biology) respectively issued the Letter of Guarantee of Unlimited Joint and Several Liability for this loan.
According to the agreement, the loan with the contract amount of 300 million yuan is divided into two steps: first, after Pan Yong first mortgaged five houses under his name to the lender, the lender paid a loan of 150 million yuan to Galaxy Group; Second, after Galaxy Group received the first loan of 150 million yuan, Pan Yong mortgaged the remaining three houses to the lender. After obtaining the mortgage procedures, the lender paid the second loan of 150 million yuan. If Pan Yong did not mortgage the remaining three houses to the lender after Galaxy Group received the first loan of 150 million yuan, it would be deemed that Galaxy Group had fundamentally defaulted, The lender has the right to immediately recover the first loan of 150 million yuan, and Galaxy Group will compensate the lender for a loss of 10 million yuan (Article 2 of Paragraph 7 of the contract).
"Galaxy Group and Pan Yong said at that time that the other three houses were mortgaged in the bank at a lower mortgage amount. After obtaining the first loan of 150 million yuan, they took out part of the loan to repay the bank loan. After the mortgage of the house property to the bank was released, they were mortgaged to our borrower. However, after we gave the first loan of 150 million yuan, Galaxy Group and Pan Yong broke the contract and did not go through the mortgage formalities for the other three houses. The five houses pledged in advance were actually worthless houses such as patios and underground garages, which is why the contract agreed on the second article of paragraph 7. In retrospect, the original goal of Galaxy Group and Pan Yong was to borrow 150 million yuan. The signing of a 300 million yuan loan contract was to cheat the first 150 million yuan loan. In fact, he wanted to borrow 150 million yuan with worthless real estate as collateral. " Li Yu, the lender, told the reporter.
Li Yu also revealed: "In addition, Galaxy Group and its controlled listed company, Galaxy Biology, also used deception in another guarantee for the loan. Galaxy Biology also provided guarantee for the loan contract. If there was no guarantee from the listed company, we would not lend funds to Galaxy Group. During the contract negotiation, we required the listed company to perform the guarantee procedures and approval according to law. Now Galaxy Bio said that it did not hold the board of directors and shareholders' meeting, and refused to perform the guarantee liability on the grounds of non disclosure. This is simply malicious fraud. "
According to the judicial documents obtained by the reporter from the judicial system, the listed company Galaxy Biology provided guarantee for the loan. In the guarantee contract, Galaxy Biology promised that "Party A (Galaxy Biology) Having the legal qualification to act as the guarantor, Party A's signing and performance of the obligations under this contract comply with the provisions of laws, administrative regulations, rules and the Articles of Association, and have obtained the consent of the company's internal organs "; However, since then, "Galaxy" has called "the guarantee of Galaxy Biology is invalid" on the ground that "the external guarantee of Galaxy Biology has not been reviewed by the Board of Directors and the General Meeting of Shareholders, and violates the prohibitive provisions of the law and the internal provisions of the Articles of Association.".
Ms. Feng, who is in charge of information disclosure of Galaxy Biology, said in an interview: "This event has not been finalized yet. Please pay attention to the information disclosure of the company."
A staff member of the Galaxy Group office told the reporter: "I can't accept media interviews on this.".
The reporter called Yao Guoping of Galaxy Group, whose phone was unable to be connected; The reporter sent an interview message to Yao Guoping, but no response was received by the time of press release. In addition, the reporter sent an interview outline to the official mailbox of Galaxy Group, and as of the time of press release, no reply has been received. In this regard, Tan Qiugui, a professor at China University of Political Science and Law, believes that based on the evidence of the incident, "Galaxy" is suspected of maliciously defrauding the borrower of huge loans, and relevant departments should intervene in the investigation and handling.
Forgery has been punished by CSRC for many times
The reporter learned from the industrial and commercial registration department that Pan Qi is a major shareholder of Galaxy Group, with a shareholding ratio of 52.27%; His brother Pan Yong holds 29.09% of the shares; His brother-in-law Yao Guoping holds 18.64% shares.
According to the data, at the end of 1992, Pan Qi, who was 29 years old at that time, went to Beihai, Guangxi to start his own business and led the establishment of Beihai Galaxy High tech Industry Co., Ltd. (referred to as "Galaxy Technology", the predecessor of Galaxy Biology). At the end of 1998, Galaxy Technology was listed on the Shenzhen Stock Exchange, and Pan Qi served as the chairman until 2006. Since its listing, Galaxy Technology has been surrounded by financial fraud scandals.
At the beginning of 2006, Galaxy Technology issued an apology for financial fraud for the first time, disclosed the financial fraud in 2002 and 2003, and admitted that the performance had been inflated by 260 million yuan and 400 million yuan. In March of the same year, a lawyer reported Galaxy Technology to the CSRC again. In June 2006, Galaxy Technology admitted that its performance was fraudulent for the second time, falsely increasing its net profit in 2004 by nearly 50 million yuan.
In August 2006, Guangxi Securities Regulatory Bureau filed an investigation on Galaxy Technology. Five years later, the investigation showed that Galaxy Science and Technology had a large number of false sales revenue and profits, concealed more than 1 billion yuan of capital transactions with related parties, concealed up to nearly 700 million yuan of external guarantees, concealed 90 million yuan of bank loans, and failed to disclose in a timely manner that it was inspected by the Guangxi Commissioner Office of the Ministry of Finance and punished by the local government for major violations of laws and regulations. In the fraud case of Galaxy Technology, the company's "directors, supervisors, senior executives" and other management were all involved. Galaxy Technology and its major subsidiaries were all involved in the case, and 15 senior executives, including the chairman Pan Qi, were punished.
According to the investigation notice released by the CSRC, this is a "systematic and group illegal case of information disclosure of listed companies", and Pan Qi is "the mastermind, instigator and main participant of a series of serious illegal acts of information disclosure of Galaxy Technology, and the person in charge who is directly responsible for the most important responsibility". Pan Qi was banned from the market for 10 years by the CSRC, and Yao Guoping (Pan Qi's brother-in-law), then General Manager of Galaxy Technology, was banned from the market for 7 years.
According to the third quarter report of 2018, Galaxy Biology lost more than 116 million yuan in the first nine months of 2018. In fact, losses have become the norm of Galaxy. After the fraud case was exposed in 2006, from 2006 to 2017, only one year's net profit after deducting non recurring profits and losses of Galaxy Biology was positive, and the remaining 11 years' net profit after deducting non recurring profits and losses were negative, with the accumulated loss amount up to 866 million yuan.
At the end of 2018, another listed company in the "Galaxy", Tiancheng Holding, was also punished by the CSRC for financial fraud such as false increase in profits due to early recognition of earnings.
"Galaxy" executives collect tickets in succession
At the same time as the financial fraud of Galaxy Technology, the scandal of Long March Electric, Pan Qi's predecessor in Tiancheng Holding, also exposed.
In 2003, Long March Electric (then known as "Long March Electric") was acquired by Galaxy Group. From 2003 to 2007, Galaxy Group and Pan Qi were accused of illegally trading a large number of shares of Long March Electric in the secondary market through other accounts actually controlled.
In July 2006, many media reported that Pan Qi was in charge of Long March Appliance, exposing Pan Qi's illegal manipulation of the shares of Long March Appliance. Four months later, Long March Appliance announced that Galaxy Group, the actual controller of the company, had received the notice of investigation. As Galaxy Group and Pan Qi were suspected of violating the obligation of tender offer and information disclosure, the CSRC decided to investigate Galaxy Group and Pan Qi. Since then, in 2010, Galaxy Group and Pan Qi were given warnings and fines for trading shares of Long March Appliance using other people's accounts in 2003.
At the same time, Galaxy Technology has been changing its name from "Galaxy Technology" to "Galaxy Investment" and then to "Galaxy Biology". The executives of "Galaxy" and their relatives have been punished by the CSRC for many times due to their officialdom and fraud.
In August 2018, the CSRC issued a decision on administrative punishment and a decision on market access prohibition against Pan Yong.
The CSRC determined that Pan Yong, as a shareholder of Galaxy Group, the largest shareholder of Tiancheng Holdings and Galaxy Biology, used the insider information provided by Pan Qi, the actual controller of the two listed companies to conduct insider trading. The CSRC decided to ban Pan Yong from entering the securities market for 10 years; Pan Yong's illegal income of 14933300 yuan was confiscated, and a fine of 74666500 yuan was imposed, with a fine of nearly 90 million yuan. From the date when the CSRC announced its decision, Pan Yong shall not engage in securities business or hold the post of director, supervisor or senior manager of listed companies or unlisted public companies during the period of prohibition.
The reporter learned that the funding chain of the "Galaxy" has been tight over the years, especially since 2015, the "Galaxy" has been looking for money from various channels. Public information shows that almost all the shares of listed companies held by Galaxy Group have been pledged. In November 2018, Galaxy Biology announced that all the 517 million shares held by the major shareholder Galaxy Group were subject to judicial freezing and waiting for freezing.
