Li Ming (pseudonym), a worker in Jiangsu Lindsay Workshop, returned to Rugao, Jiangsu Province in March, but until the press release, his job was only to train and debug equipment, and he had never produced a car. Li Ming is a little anxious. "Other companies basically resumed production in March, and we have not received the notice of suspension."
According to his observation, less than 50% of the production line workers returned to Rugao. A white-collar worker in Lindsay, Jiangsu told the First auto channel reporter that he had not received a notice to return to work since the Spring Festival holiday. Although his salary was paid normally until April, he was "in a panic" because of the sluggish auto market this year, which made it difficult to quit.
On April 27th, Qiao Yudong, the former senior legal manager of Jiangsu Linsai, reported his real name, which further aggravated the concerns of Li Ming and others. Qiao Yudong said in the tip-off letter that Wang Xiaolin, the chairman and actual controller of Jiangsu Lindsay, was suspected of false technology investment, which caused huge state-owned capital to be sold cheaply in disguise.
What is the truth of the matter? Is the suspension of production in Jiangsu Lindsay this year related to this? As of press time, Wang Xiaolin did not answer the question of the First auto channel reporter.
Wang Xiaolin's road map for building cars
To understand the truth of the Qing Jiangsu incident, we need to go back to 2009 and restore Wang Xiaolin's road map of building cars on a longer time axis.
In 2009, Wang Xiaolin founded WM GreenTech Automobile Company (Chinese name is Weimeng Jitai Automobile Company, hereinafter referred to as "GTA") in the United States, engaged in the research, development, production and sales of energy-saving and environmentally-friendly vehicles, and planned to invest and build a factory in Mississippi, USA, with himself as CEO.
One of GTA's main financing channels is the American investment immigration project. In 2009-20 13, GTA received EB-5 investment of US$ 6.5438+29.5 million from China immigrant investors. In an interview with the domestic media, Wang Xiaolin once said: "As a financial person who devoted himself to the automobile manufacturing industry, I made a conservative financial structure for the company from the beginning: I will never be in debt until the company is put into production and sold."
After obtaining funds, GTA began to attack everywhere. 20 10 in may, GTA bought hong kong EuAuto electric vehicle company for about 20 million dollars, and then introduced Mycar (Chinese name "pulse"), an electric vehicle developed by EuAUTO electric vehicle company, into American production.
With Mycar technology and the support of American car companies, Wang Xiaolin soon turned his attention to China. 20 1 1 In July, GTA and Shenyang Zhong Rui Investment Co., Ltd. jointly established Ordos Ji Tai Automobile Co., Ltd. with a share ratio of 50: 50, and announced that they would invest 20 billion yuan to build a production base with an annual output of 600,000 vehicles. I didn't expect the joint venture company to "die in half a year" According to Qixinbao, the operating time of Ordos Ji Tai Automobile Co., Ltd. is from July 6, 20 1 1 year to June 5, 201year.
But Wang Xiaolin didn't give up. He turned his attention to more provinces in China. At the same time, from 2065438 to March 2004, GTA signed a distribution agreement with Saleen Automotive Inc of the United States (hereinafter referred to as "Lindsay America") to exclusively sell American Lindsay brand cars in China, with the content that GTA will promote American Lindsay-made cars and accessories to China. 2065438+September 2004, Wang Xiaolin established Sarin Automobile International Co., Ltd. (Chinese name Lindsay International Automobile Company, hereinafter referred to as Lindsay International) in the United States.
On June 20 15, Lindsay USA signed an intellectual property license agreement with Lindsay International for a period of 10, which indicated that Lindsay International, as a wholly-owned subsidiary of GTA, "can use our intellectual property to manufacture, promote, sell and license all over the world (except North America, Europe, Middle East and Australia)".
Since then, in addition to Mycar, Wang Xiaolin has added the dish "American legendary supercar brand Lindsay Automobile".
20/kloc-in September, 2004, the Investment Promotion and Cooperation Bureau of Jinzhou New District of Changsha announced that Jinzhou New District had reached a framework agreement with GTA to build a sports car production base in Ningxiang, Changsha to produce Wei Menglin Race, GTA Pulse and other models. The project started as soon as 20 15, with an investment of 26 billion yuan and an annual output of 400,000 vehicles. The first phase invested 8 billion yuan to build a production line and related supporting facilities with an annual output of 654.38+million urban electric vehicles and 654.38+million Tommy Tam electric vehicles and battery packs.
Similar to the Ordos project, the GTA Changsha project ended without results until Rugao, Jiangsu Province opened its arms to Wang Xiaolin.
It is worth noting that, as the source of Wang Xiaolin's car-making project, GTA has not formed substantial mass production in the United States. According to the Lonnock Times, citing a report by the US Department of Immigration, GTA produced only 25 cars in the United States in 20 15, and the sales volume was zero. By the end of 20 15, 12 and 3 1 year, GTA had only 75 full-time employees, which failed to reach the goal of "recruiting 350 workers with a per capita salary of not less than $35,000". As a result, investors' applications for green cards in GTA investment immigration projects have been repeatedly rejected.
20 17 1, GTA announced layoffs and closed its factory in Mississippi. 2065438+On February 26th, 2008, GTA and its affiliated company Wei Meng Industrial Automobile Group filed for bankruptcy protection with the Bankruptcy Court for the Eastern District of Virginia.
Landing Rugao
20 16, Wang Xiaolin's dream of building a car finally landed in Rugao, Jiangsu.
A cooperation agreement exclusively obtained by the First auto channel reporter shows that on 2016,65438+20061October 28th, Zifu Holdings Co., Ltd. (hereinafter referred to as Zifu Holdings), Nantong Jiahe Technology Investment Development Co., Ltd. (hereinafter referred to as Nantong Jiahe) and Rugao Hi-Tech Venture Service Co., Ltd. (hereinafter referred to as Rugao Hi-Tech) intend to embark on a characteristic road for the development of China's automobile industry: through mergers and acquisitions, the advanced technology, intellectual property rights and other related assets of well-known American automobiles will be reorganized, and the products will be manufactured in China and sold worldwide with the strategy of "high-end, brand and differentiation". The total investment of the joint venture company is 20 billion yuan, and it is estimated that the industrial land is 2,400 mu, and the supporting comprehensive land is 1.200 mu. It is planned to produce 380,000 vehicles with Lindsay brand and trademark. "
According to the agreement, Zifu Holdings is a holding company registered in the British Virgin Islands, and its legal representative is Wang Xiaolin. It owns internationally renowned automobile manufacturers such as Wei Meng Automobile Industry Group (hereinafter referred to as "Wei Meng USA") and Lindsay International.
The production qualification of the project joint venture company comes from Jinhua Youth Lotus Holding Group Co., Ltd. (hereinafter referred to as "Jinhua Youth"). "Zifu Holdings cooperated with Jinhua Youth to establish Jinhua Youth Automobile Manufacturing Co., Ltd. Rugao Branch, and the branch agreed to license the production qualifications of commercial vehicles and passenger cars to the project company agreed in this agreement for permanent use."
Regarding Wei Meng and Lindsay International, the agreement is described as follows:
Wei Meng is a new energy automobile company that develops and produces practical electric vehicles. It owns wholly-owned subsidiary Ji Tai Electric Vehicle Company and Weimeng Jitai (China) Sales Company, and its products include GTA MyCar, a mini electric vehicle brand. Lindsay International is a sports car company, which is famous for producing high-performance sports cars and electric sports cars. Its products include Saleen, the king of sports cars in the world, and a series of high-end coupes.
The second item of this agreement, "Rights and Obligations of Both Parties", requires Zifu Holdings to inject all the assets and intellectual property rights of Lindsay International Automobile Company into Rugao High-tech, including but not limited to Lindsay brand, trademark, logo, vehicle model, technology and all intellectual property rights, with the appraisal value passed by a third party with securities assets appraisal qualification within 65,438+00 working days after the signing of this agreement.
The domestic media once reported: "In 20 14, Wang Xiaolin persuaded Lindsay, the founder of Lindsay Automobile, to buy Lindsay Automobile. This allowed him to master the products and technical resources of several cars. " However, according to the annual report information published by Lindsay USA on the website of CSRC, there is no equity relationship between Lindsay USA and Lindsay International.
2065438+February 2006, Nantong Jiahe acquired all the shares held by Rugao Gaoxinyuan shareholders. From 2065438 to March 2006, Nantong Jiahe introduced Nantong Wei Meng Automobile Technology Co., Ltd. (hereinafter referred to as Nantong Wei Meng), Rugao Ji Tai Electric Vehicle Technology Co., Ltd. (hereinafter referred to as Rugao Ji Tai), Nantong Shimai Automobile Technology Co., Ltd. (hereinafter referred to as Nantong Shimai) and Rugao Sailin Hybrid Automobile Technology Co., Ltd. (hereinafter referred to as Rugao Sailin)
After the completion of the capital increase, Rugao Hi-Tech was changed from a wholly state-owned company to a non-state-owned holding company, renamed Jiangsu Linsai Automobile Investment Co., Ltd. (later renamed "Jiangsu Linsai Automobile Technology Co., Ltd."), and its registered capital increased to 9,658.63 million yuan, of which Nantong Jiahe increased its capital by about 3 billion yuan in cash, and the remaining four shareholders contributed about 6.66 billion yuan with the right to use non-patented proprietary technology. 2065438+March 2008, the legal representative of Jiangsu Lindsay was changed to Wang Xiaolin, and the registered capital of Nantong Jiahe was increased to 3.4 billion yuan, and the registered capital of Jiangsu Lindsay was changed to/kloc-0.0 billion yuan.
20 16 10, Jiangsu Lindsay invested in two factories in Rugao, with the first phase investment of 6 billion yuan, of which the "small factory" produces pulse electric vehicles with a planned annual production capacity of 70,000 vehicles; "Dachang" plans to produce 6.5438+0.5 million super-running SUVs annually. In 20 18, Wang Xiaolin announced that S 1 supercar will be put into production in July 20 19, and S5 electric supercar will be put into production in 2020.
20 19, 1 1, the customized version of Jiangsu Lindsay's first model was launched. This car is a two-door miniature electric car. The reporter failed to find the actual sales volume from the data of bus association or compulsory automobile insurance.
On May 7, a number of first-line production line workers in Lindsay, Jiangsu Province told the First auto channel that the output of elderly electric vehicles in 20 19 was about 1000 units; After the Spring Festival this year, the company's "small factory" for producing pulse electric vehicles did not resume production, only two process workshops for welding and assembly were built; "Dachang" manufacturing equipment has not fully entered the market and has not formed production capacity.
The reporter visited two factories in Lindsay, Jiangsu Province and found that about 1000 pulse electric vehicles were parked in the factory.
Is it a false investment?
On April 27th this year, Qiao Yudong, former senior legal manager of Jiangsu Lindsay, reported Wang Xiaolin's alleged false investment in Weibo.
Qiao Yudong said that through the "shell company" actually controlled by Wang Xiaolin, in 20 16, the technology without permission for capital contribution was used as capital contribution property, and the use right of non-proprietary know-how with a historical purchase price of $20.5 million was increased at a price of nearly 6.66 billion yuan. Wang Xiaolin occupied about 6.6 billion yuan in Lindsay, Jiangsu Province, without the ability to handle the transfer procedures of proprietary technology use right as capital contribution.
"Because the company actually controlled by Wang Xiaolin does not have the ability to handle the property right transfer procedures of the proprietary technology use right authorized by others as the investor in Lindsay, Jiangsu Province, it has been suspected of constituting false capital contribution." Qiao Yudong said.
The Central Songde (Beijing) Assets Appraisal Co., Ltd. (hereinafter referred to as "Central Songde") and Bandung (Shanghai) Assets Appraisal Co., Ltd. (hereinafter referred to as "Bandung Appraisal") obtained by the reporter show that four non-state-owned shareholders in Jiangsu Lindsay "intend to contribute with their intangible assets", and four companies, such as Nantong Wei Meng and Rugao Ji Tai, all contribute with the same model of technical assets.
The valuation of four models by the two appraisal companies is completely consistent, among which the valuation of "Ji Tai Maimai MyCar" is116.92 million yuan, and the valuation of the other three models marked as Lindsay brand is1880.42 million yuan,1894.52 million yuan. In addition, the assessment teams of the two assessment companies were stationed from 2065438+20061October 20th to1October 26th, and the investigation lasted for one week.
According to the annual report of Lindsay 20 18 in the United States, after Lindsay International filed for bankruptcy in March 20 18, the company issued a notice to the latter to immediately terminate the agreement license.
Regarding Qiao Yudong's report, Jiangsu Lindsay issued a statement in its official Weibo on April 29th, saying: In view of Qiao Yudong's persistent fabrication and dissemination of false news, the company has investigated Qiao Yudong's criminal responsibility and civil liability through criminal charges and civil proceedings according to law.
Nantong Jiahe issued a statement saying that the relevant verification of the contents involved in Qiao Yudong's report began on June 5438+ 10 last year, and said that "the technical investment involved in the establishment of Jiangsu Lindsay was evaluated by an independent appraisal agency with asset appraisal qualifications after investigation and discussion by relevant experts and evaluation by authoritative people, and the degree of investment was in line with national laws and the articles of association of Lindsay Automobile Company."
You, a senior partner of Shanghai Dabang Law Firm, told reporters that the legal limit of intangible assets investment is that it can be valued in currency and can be transferred. From this perspective, the right to use intellectual property rights is not excluded from the scope of investment. In judicial precedents, many courts have recognized that the right to use intellectual property rights can be invested as shareholders.
"But from the legal analysis, we think that the right to use as capital contribution should be an exclusive license, because the Company Law stipulates that' if capital contribution is made with non-monetary property, the transfer procedures of its property rights shall be handled according to law'. If it is not the exclusive right to use, it is impossible to meet the conditions for transferring property rights to the target company. " You Ting Yun said.
You also pointed out that if the authorized intellectual property rights have a deadline, they should be reduced in time according to the deadline. According to the reports of two asset appraisal companies, the technical authorization service period of the four models used for capital contribution is 20 years, and the rights holders are Lindsay (founder and individual major shareholder of Lindsay America) and Lindsay International respectively.
According to Qixinbao Information, from July, 20 19 to July, 20 165438+ 10, four non-state-owned shareholders of Jiangsu Lindsay pledged part of their shares to Nantong Jiahe twice, with a financing amount of 2 billion yuan. From 2065438 to July 2009, Jiangsu Linsai pledged 28 sets of production equipment to Nantong Jiahe, with the collateral value of about 121200 million yuan and the guarantee amount of1200 million yuan.
A person who asked for anonymity said that the shares held by four non-state-owned shareholders correspond to authorized intellectual property rights and "cannot be mortgaged because they cannot flow". In addition, the chattel mortgage of manufacturing equipment will be valued at 60%-70% due to depreciation, and the total value of equipment pledged is about 654.38+02 billion yuan.
At the same time, the source said that Jiangsu Lindsay non-state-owned shareholders used intangible assets with a historical purchase cost of $20.5 million and manufacturing equipment purchased by state-owned shareholders to incite monetary funds of 6.6 billion yuan.
As of press time, the production line workers said that they had not received the notice to resume production. When does Jiangsu Lindsay plan to resume production? How did Wang Xiaolin respond to Qiao Yudong's report? The reporter tried to contact Wang Xiaolin, but got no reply.
This article comes from car home, the author of the car manufacturer, and does not represent car home's position.