招远市公检法蛇鼠一窝非法转移山东黄金八千万元国有资产 Illegal Transfer of 80 Million Yuan of State Assets by the Public Security, Procuratorate, and Judicial Authorities in Zhaoyuan City, in Collusion, Involving Shandong Gold
山东省国有资产监督管理委员会党委书记、主任满慎刚：
To Man Shengan, Party Secretary and Director of the State-owned Assets Supervision and Administration Commission of Shandong Province:
本人是北京汉鼎联合律师事务所律师张庆方，受当事人委托，在办理烟台青华中学校长王华新等七人被控职务侵占案二审辩护过程中发现：招远市公安局办案人员欧建仁、董胜杰、王国兴、孙兆朋等人，招远检察院检察员高晶、王鹏飞，以及招远法院法官邵阿霞、刘永文、人民陪审员张桂生，在明知涉案住宅楼项目建议不属于烟台青华中学办学活动、销售收入不属于学校财产的情况下，故意枉法拒不向学校创办者、实际控制人山东黄金集团有限公司调查取证并听取其关于建设项目销售收入归属的意见，无视学校章程对建设项目销售收入归属的明确规定，无视学校从未将建设项目纳入自身财产管理范围的基本事实，无视山东黄金集团有限公司曾实际投资学校，现股东烟台埃维青华教育投资有限公司所支付收购价款不包括教师住宅建设项目销售收入的基本事实，在未查明山东黄金集团有限公司对涉案基建项目结余款项性质、归属意见的情况下径直以判决方式将其确认为烟台青华中学财产，以此达到将巨额国有资产借助于枉法办案非法输送给从来没有实施过出资的埃维青华教育投资有限公司这一民营企业的目的，将直接导致山东黄金八千余万元国有资产流失。
I am Zhang Qingfang, a lawyer from Beijing Handing United Law Firm, representing clients involved. During the appellate defense of Wang Huaxin, principal of Qinghua Middle School of Yantai, and six others accused of embezzlement, it has come to light that the following individuals in Zhaoyuan: Ou Jianren, Dong Shengjie, Wang Gouging, Sun Zhaopeng from the Public Security Bureau, Gao Jing and Wang Pengfei from the Procuratorate, and Shao A'xia, Liu Yongwen from the court, along with lay judge Zhang Guisheng, intentionally perverted the law. They refused to investigate or consult with Shandong Gold Group, the founder and actual controller of the school, about the ownership of the sales revenue from a residential project, which was clearly stated in the school’s charter not to belong to the school's operations or assets. Ignoring that the school had never included the project in its asset management, that Shandong Gold Group had made actual investments in the school, and that the current shareholder, Yantai Ai Wei Qing Hua Educational Investment Co., Ltd., had not included the residential project's sales revenue in the purchase price, they ruled unjustly to confirm these assets as belonging to Qinghua Middle School. This act facilitated the illegal transfer of substantial state-owned assets worth over 80 million yuan to Ai Wei Qing Hua, a private company that had never made any contributions, resulting in a substantial loss of state-owned assets.
一、本案的基本事实情况一点也不复杂，为便于贵委快速了解，本人简要梳理如下：
◆2003年，为了更好地利用烟台二中的品牌和先进的教学管理经验，解决烟台市特别是芝罘区面临的高中入学瓶颈问题，烟台市政府积极引进山东黄金集团有限公司、山东三庆置业有限公司共同出资举办烟台青华中学，并将建设商品住宅楼供教师使用以解决教师住房问题作为一项福利优惠政策给到山东黄金集团有限公司。
The facts of this case are straightforward. To facilitate your quick understanding, I summarize as follows:
In 2003, to leverage the brand and advanced teaching management experience of Yantai No. 2 Middle School, and to address the high school admission bottleneck in Yantai, especially in the Zhifu District, the Yantai city government actively brought in Shandong Gold Group and Shandong Sanqing Real Estate Co., Ltd. to jointly establish Qinghua Middle School of Yantai. They also constructed residential buildings for teachers as part of a welfare policy given to Shandong Gold Group.
◆2003年至2014年初，山东黄金集团有限公司始终作为核心、牵头举办者，向学校委派董事长、财务负责人，实际控制、经营管理烟台青华中学。由于商品房建设与销售不属于法定办学活动范围，烟台青华中学自身明显也不具备开展商品房建设与销售工作的主体资质，山东黄金集团有限公司、山东三庆置业有限公司以烟台青华中学章程及会议纪要等方式反复明确约定由两方负责项目建设并分配相应利润。其中，学校章程规定“第十七条 学校成立后甲方负责整个学校的管理工作以及负责办理学校开发的相应手续。乙方负责派人开发建设和销售，所得利润甲、乙双方按投资比例分配”； 《烟台青华中学会议纪要》记载“山东三庆置业有限公司所持有的烟台青华中学股价按原价全部退出”、“由山东三庆置业有限公司相关人员组建烟台青华中学基建办公室，并以此名义负责教师住宅楼、相关配套设施及烟台青华中学目前剩余的义务教育校舍建设，对外行使管理权，并承担相关法律责任”；山东黄金集团有限公司金股权字【2006】381号《关于对烟台青华中学股权转让事宜的批复》记载“同意山东三庆置业公司以青华中学减资的方式退出”、“根据国家定额编制教师公寓的收益，集团公司按现有的持股比例提前取得分红，然后将教师公寓的建设全部交由三庆置业承包负责”。相关各方自始都充分认可教师住宅楼项目是一项独立于烟台青华中学财产范围之外的、收益归股东方和承包方的独立财产。
From 2003 to early 2014, Shandong Gold Group continuously acted as the core organizer, appointing the chairman and chief financial officer, and managing Qinghua Middle School of Yantai. As the construction and sale of commercial housing are not within the legal scope of school activities, and Qinghua Middle School did not have the qualifications to engage in such activities, Shandong Gold Group and Shandong Sanqing repeatedly clarified through the school charter and meeting minutes that both parties were responsible for the project construction and profit distribution. The school charter stipulates, "Article 17: After the school is established, Party A is responsible for the overall management of the school and for handling the necessary procedures for school development. Party B is responsible for development, construction, and sales, and the profits are to be distributed according to the investment ratio." The "Minutes of Qinghua Middle School Meetings" recorded that "Shandong Sanqing Real Estate Co. Ltd. would exit at the original share price of Qinghua Middle School," and "Personnel from Shandong Sanqing Real Estate Co. Ltd. would set up an office for Qinghua Middle School infrastructure, responsible for teacher housing, related facilities, and the construction of remaining compulsory education buildings, exercising external management rights and assuming related legal responsibilities." The response from Shandong Gold Group (Jin Stock Right No.【2006】381) agreed "for Shandong Sanqing Real Estate to exit by reducing its capital in Qinghua Middle School," and "based on the national quota for teacher apartments' income, the group company would receive dividends in advance based on the current shareholding ratio, and then hand over the construction of teacher apartments to Sanqing Real Estate for contracting." All parties from the beginning fully recognized that the teacher housing project was an independent asset, belonging to the shareholders and contractors, separate from Qinghua Middle School's property scope.
◆2007年，山东三庆置业有限公司预计项目建设亏损而中途退出，山东黄金集团有限公司通过李汉福指令烟台青华中学不参与后续项目建设，由烟台青华中学校长、小股东王华新、财务负责人李汉福个人接替山东三庆置业有限公司负责后续承包建设。
In 2007, anticipating losses, Shandong Sanqing Real Estate Co. Ltd. withdrew from the project midway, and Shandong Gold Group instructed Qinghua Middle School not to engage in further project development. Subsequently, the principal of Qinghua Middle School, Wang Huaixin, a minor shareholder, and Li Hanfu, the chief financial officer, took over the project's continuation from Shandong Sanqing Real Estate.
◆2011年，教师住宅楼项目建设完工。
By 2011, the teacher housing project was completed.
◆2014年初，山东黄金集团有限公司退出烟台青华中学举办者之列。
By early 2014, Shandong Gold Group had withdrawn as the organizer of Qinghua Middle School.
◆2007年至2014年，在山东黄金集团有限公司的管理下，烟台青华中学历年度均开展审计工作，多份审计报告从未将教师住宅楼项目纳入学校财产范围，特别是烟嘉会专审字【2014】011号《离任审计报告》基于山东黄金集团有限公司退出的背景对其委派的时任董事长周世健整个任职期间（2008年度-2013年度）重新审计确认，同样未将教师住宅楼项目纳入学校财产范围，最终山东黄金集团有限公司确定退股价格时也没有把教师住宅楼项目销售利润考虑在内。此后，本案被告王华新等人作为对学校实际出资的举办者，合计持股比例达82%。
From 2007 to 2014, under the management of Shandong Gold Group, Qinghua Middle School conducted annual audits. Numerous audit reports throughout those years never included the teacher housing project within the scope of the school's property. Particularly, the Departure Audit Report No. 【2014】011, based on Shandong Gold Group's withdrawal, reassessed the entire tenure of the then-chairman Zhou Shijian (2008-2013) and similarly did not incorporate the teacher housing project into the school's property scope. Ultimately, when determining the withdrawal price, Shandong Gold Group did not consider the sales profit from the teacher housing project. Subsequently, the defendants, including Wang Huaixin, as the actual financial contributors to the school, held a combined share of 82%.
◆2020年1月，各被告人退出举办者之列，烟台埃维青华教育投资有限公司以平价收购烟台青华中学全部股权，该民营企业对于教师住宅项目的建设完全没有投资或管理，在其购买学校股权时也并没有把教师住宅项目建设收入纳入到学校股权价值定价依据范围内。
In January 2020, all the defendants withdrew as organizers, and Yantai Ai Wei Qing Hua Educational Investment Co., Ltd. acquired all shares of Qinghua Middle School at market price. This private company had not invested or managed the teacher housing project, and the project's construction income was not included in the valuation basis for the school's share price during its acquisition.
二、在了解以上基本事实后，不难看出，导致本案国有资产流失的核心问题是：贵委下属的山东黄金集团有限公司对该巨额住宅建设项目工程资产收益的归属定性。
After understanding these basic facts, it is clear that the core issue leading to the loss of state-owned assets in this case is the classification of the substantial residential construction project's earnings by your commission's subordinate, Shandong Gold Group.
2011年该项目建设已经完工，工地就在校园内，整个住宅楼建设期间山东黄金集团是大股东，青华中学董事长也是山东黄金集团委派的人，其不可能不知道该项目的存在，然而在山东黄金集团的管理下，青华中学历年度开展的多份审计报告均未将该住宅楼项目纳入学校财产范围内，并且，在其股权退出时亦未分配该工程项目的利润收益，这已经充分说明该工程项目资产收益的定性不属于烟台青华中学！试想，如果山东黄金集团有限公司当时认为涉案工程项目是归属于青华中学，不可能明知项目已经施工结束、剩余一百多套房源可以高价面向社会出售形成高额利润而故意不计入自身投资回报。如果按照招远市公检法的逻辑，强行将该项目建设收入错误归属于青华中学，那么，该工程资产显然也是山东黄金集团有限公司投资项目中的资产，是一项巨额国有资产，其在2014年初退出时，必须将该巨额工程资产纳入烟台青华中学整体资产范围并结合自身投资比例来确定退出价格，否则就是山东黄金集团有限公司故意将巨额国有资产隐匿在烟台青华中学，造成巨额国有资产流失！
The project was completed in 2011, located within the school campus, and throughout the entire construction period of the residential building, Shandong Gold Group was the major shareholder, and the chairman of Qinghua Middle School was appointed by Shandong Gold Group. They could not have been unaware of the project's existence. However, under the management of Shandong Gold Group, the school's annual audit reports never included this residential project within the school's property scope, and the profits from this project were not distributed upon their withdrawal from the equity. This fully demonstrates that the earnings from this construction project do not belong to Qinghua Middle School! Imagine, if Shandong Gold Group had at that time considered the involved construction project as belonging to Qinghua Middle School, they could not have knowingly completed the project, with over a hundred housing units available that could be sold at high prices to generate substantial profits, yet deliberately exclude it from their investment returns. If we follow the logic of the public security, prosecutorial, and judicial authorities in Zhaoyuan, forcibly attributing the income from this construction project incorrectly to Qinghua Middle School, then this construction asset is clearly an asset within the investment projects of Shandong Gold Group, constituting a substantial state-owned asset. When they withdrew in early 2014, they should have included this substantial construction asset within the overall assets of Qinghua Middle School and determined the withdrawal price in conjunction with their investment ratio, otherwise it would mean that Shandong Gold Group intentionally concealed a huge state-owned asset within Qinghua Middle School, resulting in a massive loss of state-owned assets!
但是，招远市公检法的做法就是，坚决不去向山东黄金集团有限公司调取证据，坚决不听取其意见！因为他们很明白，一旦向山东黄金集团了解了情况，便不可能达到他们勾结烟台埃维青华教育投资有限公司这一民营企业协助其无偿获得巨额国有资产的目的。把山东黄金集团有限公司陷入玩忽职守造成巨额国有资产流失的境地，判决各被告人将涉案款项返还给一倍埃维集团收购的烟台青华中学更有向违法损害原全体股东利益向埃维集团输送利益的违法嫌疑。
However, the approach of the public security, prosecutorial, and judicial authorities in Zhaoyuan is to decisively not retrieve evidence from Shandong Gold Group, decisively not listen to their opinions! Because they are well aware that once they learn about the situation from Shandong Gold Group, they could not achieve their goal of colluding with Yantai Ai Wei Qing Hua Educational Investment Co., a private company, to assist it in obtaining substantial state-owned assets at no cost. By implicating Shandong Gold Group in neglect of duty leading to a huge loss of state-owned assets, and by ruling that the defendants return the involved funds to Yantai Qinghua Middle School, which was purchased at double the price by Ai Wei Group, there is also a suspicion of illegal benefit transfer, harming the original shareholders and benefiting Ai Wei Group.
在目前各地严峻的经济形势下，国有资产不容流失。本案当事人之前已经多次向招远检法机关提出申请，调取山东黄金集团有限公司关于该住宅工程项目建设收益归属的相关证据，听取其相关意见，从而还原事实真相，保护国有资产，但是，招远检法完全无视，枉法裁判，通过判决方式将涉案款项返还给被埃维青华教育投资有限公司这一民营企业收购的烟台青华中学不但存在输送利益的违法嫌疑，更是把山东黄金集团有限公司陷入玩忽职守造成巨额国有资产流失的境地。鉴于此，特向贵委控告招远公检法办理烟台青华中学案中违法转移国有资产的事实，希望贵委尽快向山东黄金集团有限公司查实相关问题，并以国资管理人身份立即与办案机关交涉，防止国有资产流失。
In the current severe economic situation across various regions, state-owned assets must not be allowed to be lost. The parties involved in this case have previously applied multiple times to the judicial authorities in Zhaoyuan to retrieve evidence from Shandong Gold Group regarding the earnings from the residential construction project and to hear their opinions, thereby restoring the factual truth and protecting state-owned assets. However, the judicial authorities in Zhaoyuan have completely ignored these requests, perverting the law, and by ruling, returned the involved funds to Qinghua Middle School, which was purchased by Yantai Ai Wei Qing Hua Educational Investment Co., a private company, not only does this involve a suspicion of illegal benefit transfer, but it also places Shandong Gold Group in a situation of neglect of duty leading to a huge loss of state-owned assets. In light of this, I formally accuse the public security, prosecutorial, and judicial authorities in Zhaoyuan of illegally transferring state-owned assets in the Qinghua Middle School case, and I hope your commission will promptly investigate the related issues with Shandong Gold Group and, in your capacity as a state asset manager, immediately negotiate with the authorities handling the case to prevent the loss of state-owned assets.
本案二审将于6月27日上午9点在烟台市中级人民法院第一审判庭开庭审理，本人正式邀请满主任及贵委相关人员前去旁听，以还原事实真相，追回属于山东黄金的八千万元国有资产！
The second instance of this case will be held at 9:00 AM on June 27th at the Yantai City Intermediate People's Court in the first courtroom. I formally invite Director Man and relevant personnel from your commission to attend and observe, to restore the factual truth and recover the 80 million yuan of state-owned assets belonging to Shandong Gold.
控告人：北京市汉鼎联合律师事务所律师 张庆方
2024年6月21日
张庆方律师手机13910405610
Accuser: Zhang Qingfang, lawyer at Beijing Handing United Law Firm
Date: June 21, 2024
Contact: Lawyer Zhang Qingfang, mobile 13910405610