A fait accompli in Qiyan Li

"The staff withdrawal of Luneng Group has been basically completed." On June 8, 2006, Tao Jin, the propaganda minister of the Political Department of Luneng Group, confirmed to Caijing reporter.

In fact, Luneng Group is far more than "basically completing" the withdrawal of employees. Inside Luneng, the saying that two private enterprises in Beijing entered Luneng Group has been quietly circulated for a long time, but for a long time, no one knows which two companies, let alone at what price and how to transfer their shares. Even in the second half of 2006, after the completion of the equity transfer and related equity change procedures of Luneng Group, this news was still tightly blocked. Caijing reporter asked Luneng Group and people in Shandong electric power industry, but no one could name the new shareholders. In an interview with Caijing, Tao Jin still denied that Luneng was reorganizing and introducing strategic investors.

At the same time, the senior officials of SASAC and SERC also said that they have not received the approval document of Luneng Group's equity transfer so far.

However, the absolute control of Luneng Group by newly established shareholders has become a fact as early as six months ago, and the relevant industrial and commercial registration changes have been completed.

According to the data of Shandong Provincial Administration for Industry and Commerce, Beijing Shouda Energy Group Co., Ltd. and Beijing Guoyuan United Co., Ltd. acquired 9 1.6% of Luneng Group's 3.577 billion share capital in May 2006. Among the 50 shareholders of Luneng Group, except for three companies, all other shareholders have completed the withdrawal of employee stock ownership, and immediately transferred all the shares of Luneng Group with a net value. Among them, the 365,438+0.52% equity held by Shandong Electric Power Trade Union Committee (then named Shandong Electric Power Committee of China Water Conservancy and Hydropower Trade Union, hereinafter referred to as Shandong Electric Power Trade Union) was transferred to First Energy; The remaining 46 shareholders hold 60.09% of the shares and transfer them to Guoyuan United.

On June 10, 2006, Luneng Group held a new shareholders' meeting, and the newly-added major shareholder who just completed the equity change immediately announced the capital increase. The first joint plan of energy state-owned assets * * * will increase capital by about 3.7 billion yuan, which will be carried out by stages. At present, more than 700 million yuan (Guoyuan United 4 1 10,000 yuan, and the largest energy source is 340 million yuan) has been remitted to Luneng's account. It is agreed that the second phase investment of 2.97 billion yuan will be put in place before February 3, 20061.

After the capital increase is completed, the registered capital of Luneng Group will reach 7.294 billion yuan, and Guoyuan United and Shouda Energy will each hold 57. 29% and 38.59%

The new board of directors of Luneng Group has also been formally established: the former board members Qian Ping (chief accountant of Shandong Electric Power Group), Jiao (general manager of Luneng Property Company), Liu Jianxun (general manager of Shandong Qingdao Power Supply Company), Wang Lujun (manager of Shandong Electric Power Construction Third Company) and Yu Shichang (party secretary of Shandong Electric Power Group Company) have left their posts. The new major shareholder Guoyuan jointly sent three directors, namely Bing Lin (co-chairman of Guoyuan), Huo Hong and Xiao Cuilan, as well as Xiong Hongwei (chairman of the largest energy company) and Ceng Ming (chairman of the largest energy subsidiary), occupying five seats on the nine-member board of directors.

Li Bin, the co-chairman of Guoyuan, who represented the new major shareholder in the board of directors of Luneng Group, was only 36 years old and was from Baotou City, Inner Mongolia.

Gao Hongde, the core figure of Luneng Group, and Xu Peng, the president, remain in their original posts.

Gao Hongde and Xu Peng both started from Linyi, Shandong Province. Gao Hongde has served as director of Shandong Linyi Administrative Office, deputy director of Shandong Electric Power Bureau, assistant to the director of Shandong Electric Power Bureau, general manager of Shandong Luneng Holding Group and secretary of the Party Committee. Later, he experienced Luneng's previous equity transfer and still serves as the chairman of Luneng Group; Xu Peng used to be the director of Linyi Electric Power Bureau. He entered the headquarters of Luneng Group around 2003 as the vice president in charge of real estate business, and was promoted to the president of Luneng Group soon after.

If all goes well, the will of the new board of directors and the new major shareholders it represents will dominate the future fate of Luneng, an enterprise giant with total assets exceeding 70 billion yuan.

Trilogy of "Transformation"

This reorganization in 2006 may be a logical move for Luneng decision makers.

As a company cultivated by Shandong Electric Power Group Co., Ltd., Luneng Group has gone hand in hand at the business level in recent years, vigorously expanded across regions and industries, made high-profile progress, and quickly rose to become an important participant in the coal-fired power, real estate and resource industries; Also in recent years, the internal equity structure and asset transactions of Luneng Group are frequent, and the style is equally radical but extremely low-key, which makes it difficult for industry veterans to get a glimpse of the Olympics.

"What is the corporate nature of Luneng?" Not long ago, an official in charge of the price and finance department of SERC asked an executive of Luneng Development Group Co., Ltd., a subsidiary of Luneng Group. A: "It is not state-owned by the central government, state-owned by local governments, or private enterprises, but' four unlike'."

"What about the assets?"

"The assets are unclear, both state-owned and private."

Luneng, who is "unclear", is unambiguous in history.

"Luneng", originally the general name of the tertiary industry and diversified enterprises under Shandong Electric Power Group (then Shandong Electric Power Industry Bureau), was founded in 1995, and its predecessor can be traced back to Luneng Electric Power Development Company established in 1988. Cui, the first general manager of Luneng, recalled that "there were only five people and one office" at the beginning of the business. This is the first stage of Luneng. To 1998, collectively known as "Shandong Luneng Group Company", with operating assets of about 2.6 billion yuan.

1998, Shandong Electric Power Group cancelled "Shandong Luneng Group Company" and established "Shandong Luneng Group Company". This is the second stage of Luneng, characterized by employee stock ownership and state-owned shares. During this period, the shareholding structure of Luneng Group is: Shandong Electric Power Trade Union holds more than 20% of shares on behalf of employees, Shandong Electric Power Group holds shares directly 17%, and Luneng Property under Shandong Electric Power Industry Bureau holds shares 19%.

Luneng's second stage is very short. 1After September 1999, Shandong Electric Power Group decided to take Luneng Holdings Limited (hereinafter referred to as Luneng Holdings) as the core to manage its "three industries and multiple industries". Luneng has thus entered the third stage: Luneng Holdings is wholly owned by Shandong Electric Power Group. Luneng, which has tried employee stock ownership, has been fully incorporated into the state-owned assets track, and a large number of state-owned assets belonging to Shandong Electric Power have been injected.

At this time, the scale of Luneng Holdings has been very large. The original "Shandong Luneng Group Company" was renamed as "Luneng Development Group Co., Ltd." (hereinafter referred to as Luneng Development), which was mainly engaged in power generation business and became one of the backbone enterprises of Luneng Holdings. More than 30 generator sets were transferred from Shandong Electric Power to Luneng Development, with a total installed capacity of over 4 million kilowatts, equivalent to more than 10% of the total installed capacity in Shandong Province at that time. It is relying on the monopoly position of the early power system that Luneng Holdings has made great progress. Shandong Electric Power Group is a state-owned enterprise with both power and non-power assets. During this period, Shandong Electric Power Trade Union began to acquire the high-quality assets of Luneng Holdings through agreement transfer.

200 1 year is the start-up year of China's power system reform. The core of the power system reform is to break the super monopoly position of the state power company and its subordinate provincial companies that have integrated power generation and distribution functions for many years; The first step of the reform is to implement the policy of "separation of power plants from power grids". The original power system can still master the power grid resources in a monopoly position, and its power resources are distributed to five domestic power group companies, namely Huaneng Group, Datang Group, Huadian Group, Guodian Group and China Power Investment Group.

According to the reform trend, the original assets of Shandong Electric Power are divided into two parts, and the power grid assets are established as Shandong Electric Power Group Company, which is a "central enterprise stationed in Shandong and a subsidiary of State Grid Corporation" and is responsible for the operation of Shandong Power Grid in a monopoly position; Most of the power generation assets are classified into five state-owned power generation groups. However, the power assets that have been allocated to Luneng Development before are not included in the "separation".

Since then, Shandong Electric Power has taken a key step under the banner of "Luneng": On June 8, 2002, Luneng Group Co., Ltd. (hereinafter referred to as Luneng Group) was established and entered the fourth stage of Luneng. Shandong Electric Power Trade Union injected 860 million shares of Luneng Development, Hengyuan Economy and Trade, Luneng Materials and other companies into Luneng Limited. At the end of that year, employees began to raise funds for restructuring. Fund-raising was formally put forward by Shandong Electric Power Group, requiring "voluntary fund-raising with a fixed amount" ... 30,000 yuan for ordinary employees and scientific and technological cadres; 50,000 yuan for department-level cadres; Bureau-level cadres 80,000 yuan. "

Luneng Group, which has completed the restructuring, is close to 100% employee shareholding. At the same time, the state-owned Luneng Holdings still exists, and the two have coexisted so far. However, since 2002, the state-owned Luneng Holdings has traded assets with Luneng Group, an employee of the power grid (see information 1: Arrangement of Employee Ownership Structure of Luneng Group).

Irresistible expansion

200 1 After the overall situation of power reform was decided, Shandong Electric Power held power assets on a large scale through Luneng Group, a former diversified business enterprise, in the mode of "employee stock ownership", which soon caused many questions.

At the beginning of 2003, when the employees of Luneng Group were ready to hold shares, Luneng secretly pushed privatization-31100 million employees raised funds to control 36 billion state-owned assets was published in the business report of 2 1 century, which caused an uproar in the power industry. Subsequently, Chen Guangjian, president of China Investment Association, wrote to the State Council on the issue of Luneng employee stock ownership.

In August of that year, the State-owned Assets Supervision and Administration Commission, the National Development and Reform Commission, and the Ministry of Finance jointly issued an urgent notice, explicitly demanding that "employees in the power system should be suspended from investing in power enterprises" (that is, State-owned Assets No.37 document).

Employee-owned company is a common problem in provincial power (power grid) system in China. This practice began in the late 1980s, when employees raised funds to operate electricity. At first, it was a transitional measure to mobilize the enthusiasm of power system in the era of power shortage. After employee stock ownership in power system was widely criticized by academic circles in the mid-1990s, it gradually reached a climax with the brewing and implementation of the power reform plan of separating power plants from power networks around 2002. Many provinces, including Shandong, Jiangsu, Guizhou, Sichuan, Hunan and Ningxia. , launched by the provincial electric power group, set off a large-scale wave of employee stock ownership. In this process, although the scale of employee-owned enterprises and the nature and quantity of power assets held by them vary from place to place, there are all kinds of related transactions with provincial power groups that have separated power plants from power grids, and the interests are intertwined. The specific situation is quite complicated (see the cover article "Investigation of Jin and Yuan Empire" in Caijing,No. 17, 2004).

State-owned assets document No.37 holds that employees' investment in power system "has played a certain role in employees' participation in corporate governance and mobilizing their enthusiasm for production and operation", but the problems are also obvious, such as "state-owned power enterprises illegally implement employee shareholding system reform; Enterprise restructuring has not been audited by financial intermediaries, and state-owned assets have not been evaluated or sold by public bidding; The profits of state-owned power enterprises are transferred to enterprises invested by employees in the power system. "

The document clearly stipulates that "in order to standardize the power market order and enterprise restructuring and prevent the loss of state-owned assets", it is necessary to "suspend employees of power enterprises from investing in power generation or power grid business" and make five strict regulations. Article 4 clearly stipulates that "investment and trading activities that violate the relevant provisions of the State Council Document No.69 [2000] are invalid". According to the relevant provisions of document No.69 issued by the State Council on June 5438+ 10, 2000, namely, Article 5 of the document "Stop any other forms of state-owned power assets flow, including power assets reorganization, listing, transfer, allocation and investment other than the main business, except for assets reorganization, power station sale and stock revitalization projects approved according to the procedures prescribed by the state; Where the project has not been approved by the state, its realized funds should be stopped and temporarily frozen. "

According to Document No.69, the generator set obtained by Luneng from Shandong Electric Power Group on the eve of electricity reform, that is, 200 1 year later, is illegal and should be frozen or returned. According to State-owned Assets No.37 Document, Shandong Electric Power Group started to raise funds for employees from 2002 to early 2003, and Luneng Group was transformed into an employee-owned company, which was even more "against the trend".

However, after the promulgation of State-owned Assets Document No.37, the "specific measures for implementing relevant norms" mentioned in the document have not been promulgated. However, after 2000, electric power joint-stock enterprises all over the country invested in succession, and the loan repayment work that did not meet the requirements of State Council Document No.69 was not generally implemented.

Whether before or after this document, Luneng Group's expansion momentum has not been affected.

The transfer of assets of state-owned Luneng Holdings has become a torrent: from 2002 to the end of 2005, Luneng Group directly or indirectly acquired a number of heavyweight assets or equity from Luneng Holdings. Finally, the main structure of Luneng Group today is formed, including Luneng Development, which focuses on power generation, Luneng Materials Group, which focuses on logistics and real estate, Luneng Real Estate and Hengyuan Real Estate, and Luneng Mining Group, which has a large number of coal-fired power projects in the north.

This series of asset transfers are based on the net asset value. As a result, the off-grid assets owned by the former Shandong Electric Power Company "reorganized themselves" again after the power system reform, from 100% state-owned Luneng Holdings to Luneng Group with almost 100% employees holding shares. Its basis is only the approval of the controlling party Shandong Electric Power Group and its superior State Grid Corporation. These transactions not only have procedural defects such as "financial audit without intermediaries" and "non-evaluation and non-public bidding for sale", but also directly violate the provisions of Articles 2 and 3 of State-owned Assets No.37.

These two regulations require "to suspend the sale of physical assets such as power generation facilities, substation facilities, power line facilities and related auxiliary facilities of power enterprises to enterprises with employees or employees holding shares. Suspension of illegal restructuring or new employee-owned enterprises to invest in new power generation enterprises "; "Where the power enterprise restructuring plan, physical assets sale plan and newly established enterprises involving the above contents are involved, the relevant government departments at all levels and power enterprises shall suspend the new examination and approval, and those under examination and approval shall immediately stop. It is strictly forbidden to implement enterprise restructuring, sell assets and set up new enterprises without approval. "

Based on this, Luneng Group itself, which is all owned by employees, and various transactions around restructuring since 2003 are all suspected of violating the rules.

However, this is just a piece of paper, but the fact is just the opposite. In just a few years, the total assets of Luneng Group expanded rapidly. In July 2006, according to the statistics of Shandong Investigation Corps of National Bureau of Statistics, the total assets of Luneng Group by the end of 2005 were 73.805 billion yuan, ranking first in Shandong-the "Luneng Kingdom" integrating coal, electricity, mining, real estate, engineering construction, finance and sports clubs.

Monopoly consanguinity

It took less than 20 years to develop from a "three industries" company with only "five people and one room" to a comprehensive consortium with total assets of 73.8 billion yuan. This legendary development process is not magical for people familiar with the power industry. "In Luneng's later development history, power grid companies occupying monopoly resources played a key role." An expert in the power industry pointed out, "Without the power grid company, there would be no Luneng today."

Born out of the background of State Grid Shandong Electric Power Group, Luneng's power plant has always been "taken care of". According to the statistics of China Electric Power Enterprise Association, although the average power generation hours of generator sets in China decreased in 2005, the power generation hours of Luneng Development Group still increased by 6. 1%, reaching 5902 hours/year. This index is much higher than that of large power generation groups such as Guodian, Huadian and China Power Investment Corporation. Together with Huaneng Group and Guizhou Jinyuan Power Investment Co., Ltd., both employees of the power grid, it ranks in the top of the "first echelon" of power generation utilization hours.

Luneng, which has completed the transformation of employee stock ownership, is welcoming the great opportunity brought by the UHV power grid project promoted by State Grid Corporation.

Although the installed capacity of Luneng Group in Shandong has accounted for more than 10%, it is not much in the view of Tao Jin, the Political Department of Luneng Group. He told Caijing that Luneng Group's main power generation assets are the "incremental" part developed after 2003, mostly from its coal-fired power bases all over the country. Most of these large coal-fired power bases cooperate with local governments or power generation groups, and because of the UHV plan being promoted by State Grid Corporation, they have been "taken care of" in terms of loans and land approval.

Liu Zhenya, former chairman of Shandong Electric Power Group, was promoted to general manager of State Grid Corporation at the end of 2004. The plan of State Grid Corporation of China to build UHV power grid was put forward in early 2005. Since then, the debate about the safety and feasibility of UHV power grid in the industry is as impressive as the efforts made by State Grid Corporation.

An official of SERC conducted a half-year investigation on the UHV power grid project. He told Caijing that there are many Luneng coal-fired power bases near the starting point of UHV transmission lines. These coal-fired power bases are huge in scale, with an installed capacity of several million kilowatts.

Why are local governments and enterprises willing to choose Luneng to develop coal-fired power base? A senior official of Zhungeer Energy Company of Shenhua Group told Caijing that it is not difficult for coal-electricity joint ventures to send electricity, but how to send it to the Internet-"Enterprises without power grid background will find it difficult to access the network, even if they can access the power grid, coal-electricity joint ventures often do not enjoy the same price as other power plants."