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Source: Time Weekly Author: Xu Chao

On August 1, the Fenghua District Court of Ningbo City issued a case acceptance notice, deciding to accept a case in which a partner sued Vanke.

The reason is that in 2021, Vanke's "Vanke Future Waterfront" project, which was built and developed by Vanke in Fenghua, Ningbo, has been delivered. However, the partner, Xinxin Yuanzhi, said that the project company's funds have been occupied by Vanke for a long time, and more than 50 million yuan has not been returned to the account. After sending letters to Vanke many times to request the return of funds without success, Xinxin Yuanzhi finally sued Vanke in court.

Ningbo Vanke told the Times Weekly that a team has been set up and is working to further understand the situation.

Failure to distribute dividends on time and suspected misappropriation of funds

In 2018, Ningbo Fenghua Kedi Real Estate Co., Ltd. (referred to as "Fenghua Kedi" or "the Project Company"), a joint venture established by Hengqin Wanjun Consulting Management Co., Ltd. and three other legal shareholders, Suzhou Xiexin Yuanzhi Real Estate Development Co., Ltd. (referred to as "Xiexin Yuanzhi"), Ningbo Deqi Real Estate Co., Ltd., and Ningbo Yuhui Equity Investment Co., Ltd., successfully won the land of the former Ningbo Fenghua Weihao Hardware and Electrical Appliance Co., Ltd. Afterwards, Vanke developed the real estate project "Vanke Future Waterfront" in the form of construction on behalf of the company, and it will be delivered in 2021.

According to the information published on the official website of the Zhejiang Provincial Department of Natural Resources, the land of the former Ningbo Fenghua Weihao Hardware and Electrical Appliance Co., Ltd. was auctioned by Fenghua Kedi at a reserve price of 385 million yuan on July 13, 2018.

The total residential construction area of ​​the plot is 195,500 square meters, including 9 high-rise buildings, 9 villas, 19 shops and an underground garage, with a total sales value of 1.942 billion yuan.

Xinxin Yuanzhi said that 240 million yuan of funds in Fenghua Kedi were occupied by Vanke Group for a long time, and some of them were returned later, but more than 50 million yuan was not returned. Legal proceedings have been initiated against Vanke. According to court procedures, pre-litigation mediation was first carried out. Since Vanke has not yet issued a mediation plan, the pre-litigation mediation procedure has now ended, and the court has accepted the case and entered the litigation procedure.

Sincerely stated that Fenghua Kedi has been managed and operated by Beijing Wanhang since its establishment, and all senior management personnel have been appointed and appointed by Beijing Wanhang. The actual management team is the team of Ningbo Vanke Commercial Management Co., Ltd. According to the information provided by Sincerely, the "Cooperation Agreement" clearly stipulates the implementation of Vanke's system, including operation, approval process and operating standards, and even file management and seal use system, and accepts the unified management of Vanke Group headquarters and Shanghai region.

In addition, the "Cooperation Agreement" stipulates that Vanke will be in charge of the entire process, but the agreement also specifically clarifies that the joint venture's financial management will use Vanke's financial system, but the financial system must be formulated separately, and any operations on the project's bank account must be jointly approved by Vanke and another shareholder, Xie Xin Yuanzhi's authorized signatories.

After all the properties have been sold out, on December 26, 2023, the four shareholders of Fenghua Kodi held a shareholders' meeting and formed a resolution: each shareholder can receive a total of 90 million yuan in funds for the first time, and the distribution will be completed before December 31, 2023; on January 31, 2024, each shareholder will complete the second distribution, with a total of 60 million yuan.

However, the dividend distribution decided by Fenghua Kodi shareholders has not been implemented despite being urged.

Xinxin Yuanzhi said that the three shareholders finally found out that Fenghua Kedi did not formulate an independent financial system as agreed, but opened two internal Vanke accounts, both in the name of "Vanke Enterprise Co., Ltd." Since the start of the project cooperation, Fenghua Kedi has transferred 240 million yuan of funds to Vanke's account without the approval of shareholders and has been occupied for a long time.

The current shareholder structure of Fenghua Kodi is that Xie Xin Yuanzhi holds 35% of the shares, Ningbo Deqi Real Estate holds 20% of the shares, Ningbo Yuhui Equity Investment under the Ningbo Municipal Finance Bureau holds 10% of the shares, and the remaining 35% is first held by Hengqin Wanjun Consulting Management Co., Ltd. and then transferred to another Beijing Wanhangqing Management Consulting Co., Ltd. (referred to as "Beijing Wanhang").

Regarding the above situation, Times Weekly called Vanke Shanghai to communicate, and Vanke Shanghai said that they would contact Vanke Ningbo to learn more about the situation. Then a person claiming to be from Vanke Ningbo called Times Weekly back and said: Vanke Ningbo is not aware of this case. However, Vanke is only the construction agent for this project, and the 35% equity of (Fenghua Kedi) is held by a joint venture company.

Tianyancha shows that the shareholder of Beijing Wanhang, which holds a 35% stake in the project company, is AVIC Vanke Co., Ltd., which is two levels higher. Currently, Vanke Enterprise indirectly holds 40% of AVIC Vanke's shares, and Shenzhen Zhongchangsheng Qihang Industrial holds 60% of AVIC Vanke's shares.

Vanke also holds a 20% stake in Zhongchangsheng Fund, the top company of Zhongchangsheng Qihang.

180 million transfer flow

Xinxin Yuanzhi said that in the statements submitted to the shareholders of Fenghua Kedi, Vanke listed the funds that had been transferred as bank deposits, and actually transferred them to Vanke Co., Ltd. It also showed two bank statements of transfers from Fenghua Kedi to Vanke Co., Ltd., totaling 180 million yuan.

Sincerely said that it had communicated with Vanke many times since January 2024, asking Vanke to return the occupied funds as soon as possible, and the compensation for the misappropriated funds should be based on the same loan interest rate of 8% provided by Vanke to Fenghua Kedi. However, Vanke never came forward to communicate at the group level, and only the Ningbo team was in contact, but there was no result. Therefore, Sincerely sued Vanke Enterprise Co., Ltd. and Vanke-affiliated companies directly involved in the project, including AVIC Vanke and Ningbo Vanke Commercial Management, as well as Vanke executives stationed in Fenghua Kedi, to the court.

In the complaint, Xinxin Yuanzhi stated that after audit, Vanke still has more than 53 million yuan of misappropriated funds that have not been returned to Fenghua Kedi, and more than 1.6 million yuan of over-withdrawn brand management fees should be returned, totaling more than 55 million yuan.

In the complaint, Xinxin Yuanzhi stated that due to the long-term occupation of funds, Fenghua Kedi no longer had actual available funds, and the plaintiff had sent letters many times but to no avail. Vanke's credit rating has been downgraded many times, and there have also been cases of misappropriation of project company funds and refusal to return them in other cities. In this case, if the lawsuit is not filed immediately, the interests of the project company will suffer irreparable damage. Therefore, according to the relevant provisions of the Company Law, the plaintiff has the right to directly file a lawsuit for the interests of the project company.

According to the industrial and commercial information retrieved by Xinxin Yuanzhi, there are 5 directors at the Fenghua Kedi level of the project company, 2 of whom are from Vanke. The chairman is Gao Han from Vanke, and the project general manager is Chen Jianzhong from Vanke. Later, Ningbo Vanke issued a document to adjust the project manager from Chen Jianzhong to Xin Liangjun. According to the communication feedback between Xinxin Yuanzhi and the financial personnel of Fenghua Kedi, the financial director of Fenghua Kedi is Zhang Yiming of Ningbo Vanke Commercial Management Co., Ltd. In this regard, Times Weekly called Zhang Yiming, but was not connected.

Vanke's latest 2024 semi-annual performance forecast shows a net loss of 7-9 billion yuan, a year-on-year decrease of 171%-191%; a non-net loss of 5-6.5 billion yuan, a year-on-year decrease of 157%-175%. The reason for the loss is that the transformation has not yet been able to get rid of inertia, some project investments are too optimistic, and the cost of land acquisition is high. As 2024 enters the settlement period, performance is under pressure.

Regarding the dispute over the Fenghua project, a person from Ningbo Vanke told the Times Weekly that Vanke has set up a team and is working to further understand the situation.