Investigation Of Dalian Shengya Chunan Beluga Project

Dalian Shengya (600593. SH), which has not yet ended the control dispute, still has many problems that have not been sorted out. The beluga project is one of them.

Recently, the 21st century economic reporter went to the site of "Zhejiang Chun'an beluga waterfront city project" (hereinafter referred to as "Chun'an Moby whale project") in Shengya, Dalian, and found that the project not only nearly fell into the stage of suspension, but also had the problem of arrears of migrant workers' wages. What's more strange is that the audit team dispatched by the new management of Dalian Shengya can not enter the project site for audit, and "encounter the situation of withholding audit data".

"Moby Dick project" was once a transformation and upgrading project that Dalian Shengya was proud of, but after several years, the project did not bring the return on investment due to Dalian Shengya, and there was the possibility of suspension.

"Past and present" of the project

Chun'an County, subordinate to Hangzhou City, Zhejiang Province, was established in the 13th year of Jian'an in the Eastern Han Dynasty (208), and has a history of more than 1800 years.

It takes more than 40 minutes to get to Chun'an County by taxi from Qiandao Lake high-speed railway station. At the T-junction of Qingxi Avenue and Qingxi South Road, 21st century economic reporter found the location of "Zhejiang Chun'an beluga waterfront city project" of Dalian Shengya.

At the project site, 21st century economic reporter saw that the construction site was surrounded by billboards, and two cranes stood out of the crowd in the construction site, one of which was operated by workers. However, most of the buildings on the construction site are bare and not decorated, and there is no capping.

According to the bulletin board on the construction site, the name of Chun'an beluga project invested and built by Dalian Shengya is "underwater world of Baijing Qiandao Lake Cultural Theme Park", and the construction unit is Beijing Municipal Fourth Construction Engineering Co., Ltd. (hereinafter referred to as Beijing Municipal fourth construction).

Dalian Shengya (600593. SH), which has not yet ended the control dispute, still has many problems that have not been sorted out. The beluga project is one of them. -Materials and pictures

The mention of Dalian Shengya's Chun'an beluga project needs to be traced back to five years ago.

The earliest information came from the official website of Chun'an county government. On December 8, 2015, at the third meeting of the first general meeting of the Chun'an chamber of Commerce in Shenzhen and the annual meeting for the spring, "Chun'an Economic Development Zone signed a formal contract with Dalian Shengya tourism Holding Co., Ltd. and Shenzhen Chun'an chamber of Commerce, with a total investment of 900 million yuan."

Since then, on March 11, 2016, Dalian Shengya disclosed its 2015 annual report. In this annual report, Dalian Shengya made it clear that "Zhejiang Chun'an beluga Waterfront City Project: in 2015, the company, together with Shenzhen Chun'an chamber of Commerce, and Zhejiang Chun'an economic development and Management Commission, reached a cooperation intention to invest in the construction of beluga water city project, sailing leisure water sports center and classic car leisure sports theme park in Qiandao Lake, Chun'an County. Pearl Peninsula is located 4 kilometers to the east of Qiandao Lake, adjacent to Chunjian highway in the north and facing the lake in the other three areas. The beluga waterfront city project is located in the western section of Pearl Peninsula block, covering an area of about 100 mu, with an investment of about 400 million yuan. Sailing leisure water sports center is located in the south of peninsula hotel in Pearl Peninsula block, covering an area of about 30 mu and part of the water area in Southeast Lake area, with an investment of about 300 million yuan. Classic car leisure sports theme park: located in fenkou or Langchuan block, covering an area of more than 300 mu, with an investment of about 200 million yuan. "

However, the two projects, sailing leisure water sports center and classic car leisure theme park, were never mentioned in Dalian Shengya's annual report since then, and Chun'an beluga project was mainly publicized.

21st century economic reporter noted that if according to the information disclosed by Dalian Shengya, the partners of the development of the beluga project should be the Management Committee of Chunan economic development zone and the Chun'an chamber of Commerce of Shenzhen city. However, the 2016 annual report of Dalian Shengya disclosed that the project was "jointly invested in development and construction with ehe real estate. At present, the partner has obtained the project land, and the project is related Concept and scheme design in progress ".

The full name of ehe real estate is Dalian Yihe Real Estate Group Co., Ltd. on April 7, 2017, Dalian Shengya and Yihe real estate officially signed the "agreement of intent on project cooperation" and "capital increase agreement" to jointly develop the "great beluga Thousand Island Lake Waterfront City Project".

Dalian Shengya's announcement shows that Yihe real estate is a wholly-owned subsidiary of Liaoning Mike Group Co., Ltd. (hereinafter referred to as "Mike group"), and its legal representative is Wang Yimeng. Meanwhile, Mike group is a related legal person with more than 5% shares of Dalian Shengya. Wang Shuanghong, vice chairman and President of Mike group, was the vice chairman of Dalian Shengya at that time, and then became the chairman of Dalian Shengya in April 2018.

The 21st century economic report reporter noted that Dalian Shengya issued an anti-corruption notice in November 2020 in the "wonderful Shengya" public account, saying that the original management had corruption, and named Wang Shuanghong, the former chairman of the board, Wang Yimeng, his son, and Xiao Feng, the former general manager. On December 7, 2020, Wang Yimeng made a public response to the relevant content, saying that it could not be discredited and would protect its rights through legal means.

According to the announcement of Dalian Shengya on April 11, 2017, the "great beluga Thousand Island Lake Waterfront City Project" is divided into two phases. The first phase project company is jointly established by the company and Dalian ehe real estate, which is specifically responsible for the project investment and financing, development and construction and later operation and management. The company holds 70% of the equity of the project company and holds a holding of the company. Both parties share the risk and share according to the investment proportion Profits. On September 27, 2016, Chun'an Qiandao Lake Yihe Tourism Management Co., Ltd. (hereinafter referred to as Yihe tourism company) was established in accordance with the law; on March 29, 2017, it was renamed as Moby Dick world (Chun'an) Cultural Tourism Development Co., Ltd. (hereinafter referred to as "Moby Dick (Chun'an)" company); its registered capital is RMB 3 million, which is a wholly-owned subsidiary of Dalian Yihe real estate, and Dalian Yihe real estate has paid in capital to the people Three million yuan. After negotiation between the two parties, the capital increase agreement for beluga world (Chun'an) was signed on April 7, 2017. "

In other words, before the signing of the cooperation agreement between Dalian Shengya and Yihe real estate, Yihe tourism company had already existed, and the reporter of 21st century economic report learned that Yihe tourism company had purchased the land use right of two pieces of land in advance.

According to the information from the planning and natural resources bureau of Chun'an County, Yihe tourism company purchased the land-use rights of "Pearl Peninsula a-03-01 plot" with an area of 2.326741 hectares and "Pearl Peninsula a-03-0406 plots" with an area of 1.240345 hectares respectively for 16.2972 million yuan and 9.8459 million yuan on October 12, 2016. The land uses were "land for public management and public service facilities (Book Exhibition) Land use). The two plots were numbered "chunzhengchuchu (2016) No. 16" and "chunzhengchuchu (2016) No. 17", which were later the project land of beluga beluga (Chun'an) company.

It is puzzling that since Dalian Shengya "plans to invest in the construction of beluga waterfront city project in Qiandao Lake within Chun'an County" in December 2015, why did it choose to cooperate with Yihe tourism company, a subsidiary of ehe real estate, in April 2017?

According to the announcement of Dalian Shengya on April 11, 2017, after the completion of capital increase, the registered capital of Moby Dick (Chun'an) company is 20 million yuan, of which Yihe real estate has increased capital by 3 million yuan, holding 30% shares; Dalian Shengya has injected 14 million yuan into the company, holding 70% equity.

On April 19, 2017, the foundation laying ceremony of the "beluga Thousand Island Lake Waterfront City Project" was launched. The description of this project in Dalian Shengya's 2017 annual report is that "the project is the first immersive tourism complex project jointly invested and constructed by Yihe real estate. It fully integrates the marine culture, ancient city culture and lake culture of beluga, and plans to build three functional areas, namely, underwater city, beluga Hall and Qiandao Lake show, so as to combine the advantages of tourism industry and real estate industry To truly realize "a complex is a city". The foundation earthwork of the project has been completed

Dalian Shengya's Chun'an beluga project seems to have begun to develop in a good direction, but the development since then has been puzzling.

Doubts abound in residential projects

According to the announcement of Dalian Shengya on April 11, 2017, "the total investment of phase I project is expected to be about 634.5 million yuan, including underwater city, beluga Museum, Thousand Island Lake show, beluga restaurant and other functional areas. The project plans to start the preparation work after the signing of the formal cooperation agreement, and start construction after the relevant land, project design approval, construction and construction procedures are completed. The construction period is expected to be two years. The total investment of the second phase project is estimated to be about 247.41 million yuan, which is the supporting part of tourism. The above ground buildings are residential and commercial buildings, and the underground buildings are garages. On the premise of successful cooperation in the first phase of the project, the preparation work of the second phase project starts after the project company obtains the land use right of the relevant plot, and starts construction after the net land delivery, relevant land, project design approval and construction, and construction procedures are completed. The construction period is expected to be two years. "

It can be seen that the first phase of the Chun'an beluga project in Shengya, Dalian, is a tourism project, which is implemented by the great beluga (Chun'an) company, and there is another phase II project which is a residential supporting project.

According to the information disclosed by Dalian Shengya, Moby Dick (Chun'an) company is a phase I project company. "The phase II project company has successfully delisted the relevant plots according to law, and after the net land is delivered, both parties will carry out phase II deep cooperation in the development and utilization of the plot. In line with the principle of cooperative operation, risk sharing and profit sharing, the formal cooperation agreement of phase II project will be signed after the formal cooperation agreement of phase I project is signed by both parties. It is agreed that the real estate development company of phase II project will be jointly funded and established. The specific registered capital and investment mode of the company shall be separately discussed by both parties. The company shall hold 30% of the shares of phase II project company and Dalian Yihe Real Estate Co., Ltd 70%, and both parties shall share the risks and profits according to the proportion of capital contribution. "

According to the announcement of Dalian Shengya, it is found that the so-called phase II project is implemented by Chun'an Shengya Industrial Co., Ltd. (hereinafter referred to as Chun'an Shengya). In the annual report of Dalian Shengya in 2017, it can be found that the "long-term equity investment" has increased the investment of 4 million yuan to Chun'an Shengya, accounting for 30% of Chunan Shengya's equity. However, the follow-up cooperation between Dalian Shengya and Yihe real estate is not disclosed agreement.

According to qixinbao data, Chun'an Shengya was established on August 24, 2017, and the paid in capital contribution time of Dalian Shengya and Yihe real estate was October 9, 2017, with the paid in capital contributions of 6 million yuan and 14 million yuan respectively.

Shortly after the paid in capital contribution, i.e. on October 19, 2017, according to the information of Chun'an County Planning and natural resources bureau, Chun'an Shengya purchased the land use right of "Zhenzhu Peninsula d-02-02 plot" with an area of 2.635485 hectares of "chunzhengchuchu (2017) 32" in Chun'an County with the land use of "retail commercial and residential land".

Dalian Shengya disclosed an additional investment of 27.8 million yuan in Chunan Shengya in 2018, but the shareholding ratio was still 30%.

According to a material obtained by the 21st century economic report, "in the feasibility study report of Dalian Shengya, the profit margin of the first phase project (tourism project) is 13.16%, and that of the second phase project (residential supporting project) is 51.72%

In the first phase project (tourism project) with low profit margin, Dalian Shengya holds 70% of the shares. Why does it only hold 30% equity in the second phase project (residential supporting project) with high profit margin? Knowing that there is a huge profit margin difference between the two projects, the cooperation mode between Dalian Shengya and Yihe real estate does not conform to the commercial logic.

A new management of Dalian Shengya also questioned the above cooperation agreement. He told 21st century economic report that the above cooperation was obviously unfair and damaged the interests of listed companies.

According to qixinbao data, the business scope of Chunan Shengya was changed from "industrial investment" to "service; industrial investment; real estate development and sales" on April 10, 2018. More importantly, Chunan Shengya's equity changed in 2018. On September 10, 2018, Beijing hengming Investment Co., Ltd. (hereinafter referred to as Beijing hengming), Dalian liancezhihuitang Real Estate Marketing Consulting Co., Ltd. (hereinafter referred to as Dalian liancezhi Hall) and Wang Xudong became the new shareholders of Chun'an Shengya. It is worth noting that they obtained their equity in the form of creditor's rights.

At the same time, Chunan Shengya has added new directors, including Yang Fuhua, Wang Daquan, Wang Yimeng, Wang Wei, Wang Xudong and Zhao Chengdong, and the company's legal representative has also been changed from Chen Chen to Wang Xudong.

After this change, the registered capital of Chun'an Shengya was changed to 106 million yuan, and the equity ratio was changed to 51% held by Beijing hengming, 30% by Dalian Shengya, 15% by Yihe real estate, 3% by Dalian liancezhi hall and 1% by Wang Xudong.

However, after a series of transfers, the new management of Dalian Shengya found that the equity of Listed Companies in residential supporting projects has decreased inexplicably. The new management of Dalian Shengya told the 21st century economic report that after the new management of Dalian Shengya entered, it was found that Dalian Shengya only held 30% of the equity of one of the two residential lands in the project (namely Chunan Shengya), while the other had no equity of Dalian Shengya.

The so-called "another piece of land" refers to another piece of "chunzhengchuchu (2017) No. 31" with an area of 1.10123 hectares of "Pearl Peninsula a-01-14 plot" which was sold by Chun'an Yisheng Industrial Co., Ltd. (hereinafter referred to as Chun'an Yisheng) for 42 million yuan. The land use is also "retail commercial and residential land".

According to qixinbao data, Chun'an Yisheng was established on September 5, 2017, and the sponsor shareholder is Dalian Yihe Investment Co., Ltd. (hereinafter referred to as Dalian Yihe investment). The controlling shareholder of Dalian Yihe investment is also Mike group, and the legal representative is Wang Yimeng.

However, on September 10, 2018, Beijing hengming Investment Co., Ltd., Dalian liancezhi hall and Wang Xudong also obtained the equity of Chun'an Yisheng by means of "creditor's rights contribution". After the change, Chunan Yisheng's shares are 55% held by Beijing hengming, 30% by Dalian Yihe investment, 14% by Dalian liancezhi hall and 1% by Wang Xudong.

In other words, Yihe real estate and Yihe investment, two subordinate companies of Mike group, respectively transferred the equity of the project companies which obtained the land use right of two residential projects in Chun'an County to Beijing hengming, Dalian liancezhi hall and Wang Xudong. Through such equity transfer, Beijing hengming, Dalian liancezhi hall and Wang Xudong obtained the residential project land of Chun'an County indirectly Land use right.

A person from Dalian Shengya told the 21st century economic report that the land use right of "chunzhengcunchu (2017) No. 31" purchased by Chunan Yisheng should also belong to Dalian Shengya, "because the information we have clearly shows that in order to obtain the land use right of these two supporting residential land, it is necessary for Dalian Shengya to invest in the development project, but Dalian Shengya will invest in it Instead, Yihe real estate and Yihe investment acquired most of the residential land and then sold them to Beijing hengming and other companies

In his opinion, the second phase housing project is the most profitable project in the big beluga project in Chun'an. "It was used to balance the investment in the first phase of tourism project. Yihe real estate used the special relationship with Dalian Shengya, and finally cashed out on the rich real estate projects, and gained huge profits, while the loss was the interests of listed companies."

The project audit cannot be carried out

The new management of Dalian Shengya told the 21st century economic report that Dalian Shengya Chun'an beluga project involves four pieces of land, two of which are the land for the first phase and second phase of the beluga aquarium, namely "chunzhengchuchu (2016) No. 16" and "chunzhengchuchu (2016) No. 17" purchased by Yihe Tourism company in 2016, and the land use is "public management and public service" The land for business facilities (land for book exhibition) "is the construction site of" underwater world of Moby whale Thousand Island Lake Culture Theme Park "which was seen by 21st century economic reporter at the intersection of Qingxi Avenue and Qingxi South Road in Chun'an County.

There are also two pieces of land, namely "chunzhengchuchu (2017) 31" and "chunzhengchuchu (2017) 32" residential supporting land. However, Dalian Shengya does not have the equity of Chunan Yisheng, the project company of "chunzhengchuchu (2017) 31", so it has no right to use the land.

The reporter of 21st century economic report learned from the investigation that the general local government is introducing projects in the cultural and tourism industry. Due to the large investment, thin profit and long return period, in order to attract investment, the local government often provides some residential land for investment enterprises at a price lower than the market price to make up for cultural and tourism projects.

Dalian Shengya Chunan beluga project is a typical case. In order to introduce the Baijing Qiandao Lake Cultural Theme Park project, the local government takes commercial supporting and residential land as the return balance point. Therefore, the residential land of "chunzhengcunchu (2017) 32" won by Chun'an Shengya has a lot of discount compared with the price of other surrounding plots.

However, why can Chunan Yisheng and Chunan Shengya win the land use right of "chunzhengcunchu (2017) No. 31" at almost the same price as Chun'an Shengya. Is it possible that it also made a large investment in Chun'an County?

In fact, investors in Dalian Shengya would like to see the great beluga project in Chun'an be promoted as soon as possible. However, the reporter of 21st century economic report found that the progress of the project is very slow and the development progress has been delayed.

According to the annual report of Dalian Shengya in 2018, "Zhejiang Chun'an beluga Waterfront City Project: the financing of the project has not been put into place. If the financing plan is completed in the first half of 2019, the main structure of the venue is planned to be capped in 2019, and the project will be opened in 2020."

In the 2019 annual report, the description of "Zhejiang Chun'an beluga waterfront city project" will become "the project will strive to complete the main project in December 2020 and open in the first quarter of 2022"

On December 29, 2020, at the location of "Zhejiang Chun'an beluga waterfront city project" in Chun'an County, 21st century economic reporter could not hear the construction voice on the construction site, only a few workers were sorting out the waste materials, and only one of the two tower cranes occasionally rotated. Obviously, the whole main project has not been completed, and bare cement buildings are everywhere, and even the capping work has not been completed.

In the two so-called "residential supporting project" land, the 21st century economic reporter saw that there was no sign of construction and workers, or machinery and equipment, only the early excavation of piles and soil pits several meters deep, nothing else.

In the investigation, the 21st century economic reporter also learned that there is still a phenomenon of arrears of migrant workers' wages in Chun'an Moby Dick project.

On December 25, 2020, the human resources and Social Security Bureau of Chun'an County issued a decision on administrative punishment to Moby Dick (Chun'an) Co., Ltd., that is, "from March to November 2020, the construction unit of underwater world engineering project of Moby whale Thousand Island Lake cultural theme park failed to timely and fully allocate work to the special wage account of migrant workers as agreed The labor cost in the project payment was ordered by the administrative department of human resources and social security to correct within a time limit, which had an impact on the wage payment of more than 200 migrant workers in the project. According to the second paragraph of Article 57 of the regulations on the protection of wage payment of migrant workers. The following administrative penalties shall be imposed on the unit subject to administrative penalty: one hundred thousand yuan only (￥ 100000.00 yuan)

The above-mentioned Dalian Shengya people told the 21st century economic news reporter that according to the general contract of project construction, the construction party should pay in advance to the end. Even if the construction party does not pay the project funds, the construction party should also pay in advance and settle with the construction party afterwards. And Dalian Shengya, as a listed company, according to the company's management system, after the new management takes office, it needs to check and audit all departments and external construction projects of the company, including the Chun'an Moby Dick project. "But our new audit team is blocked from entering the site for audit, and the construction site gate is closed by the construction party, so we can't go to the on-site audit and can't get the audit Information. We asked the construction company Beijing Municipal Fourth Construction Co., Ltd. to stop work immediately, but they refused to stop the work or cooperate with the audit. What is the reason why the construction party can not enter the construction site and ask for shutdown, but the construction party is not willing to stop work? How can we not calculate the quantity of the project and let the construction party report as much as the construction party has to pay

As for the investors, what they hope most is that Dalian Shengya can solve the problems as soon as possible, promote the project audit work, and then make the Moby Dick project bring rich benefits to Dalian Shengya and bring the investors due returns.