顾国平的两个斐讯:联璧金融真相调查

弥漫整个夏天的互金爆雷潮中,联璧金融之所以格外引人关注,不仅仅是其“0元购”非法吸金规模庞大,还因为背后牵涉到知名企业家、资本玩家顾国平和他的斐讯。

联璧金融注册成立于2014年,2015年下半年正式运营,2016年起其“0元购”理财风靡一时。联璧金融销售斐讯路由器再以K码兑换返现的方式,实质是一种快速吸引注册用户的互金营销模式,至2018年1月,仅通过京东平台“0元购”斐讯路由器的用户就达到260多万,再加上其他平台和其他产品的数据,销售流水就达到10亿以上。

联璧金融在今年6月爆雷、法人代表侬锦潜逃海外后,其与斐讯、顾国平的密切关联也被愤怒的投资人起底。上海警方对联璧金融立案调查,并在本周通报称,顾某平、韩某等30余名犯罪嫌疑人被采取刑事强制措施,查冻涉案资产约3亿元,侬锦则在8月7日被抓捕回国。

顾某平,即斐讯创始人顾国平。韩某,应为联璧金融前台人物之一韩凌。至此,顾国平与联璧金融非法募资大案的关系已有定论。

然而,顾国平为何行险?联璧金融又是如何向顾国平和斐讯输送利益?大摩财经调查发现,部分真相隐藏在两个“斐讯”的复杂关系背后。

斐讯易手

表面看来,顾国平近两年对外依然以上海斐讯创始人的身份行走。但实际上,2014-2016年他以上海斐讯股权为抵押,撬动杠杆资金入主慧球科技,埋下了祸根:经历了资本市场惨败后,顾国平于2016年夏天被迫转让了其持有的上海斐讯股权,导致上海斐讯控制权易手。

23岁时,年轻的顾国平开始在上海的赛博电脑城帮人攒机(组装电脑),这是一桩看似没有技术含量但当时利润非常丰厚的生意——8年后,他和小伙伴们已经能凑出一大笔钱成立斐讯。2008年11月,顾国平和初中同学王忠华等注册成立上海斐讯数据通信技术有限公司(以下简称上海斐讯),生产销售交换机、手机、路由器等通信设备。

数年之后,上海斐讯赢得“小华为”的美誉,销售额和利润逐渐猛增:2012年营收25亿、净利1亿,2013年营收58亿、净利3亿,2014年营收91亿、净利9亿,2015年120亿,净利10亿。

2014年3月,顾国平和上市公司北生药业(后改名慧球科技)谈定借壳上市。此后的借壳之路非常坎坷,并购重组失败,定增入主被否,但顾国平已没有回头箭。当年底,他先是悄悄通过第三方收购了慧球科技3.8%股权成为第二大股东,然后经私下和其他股东勾兑将斐讯的人马塞入慧球科技董事会,成为实际控制人,顾国平通过合作方和熙投资撬动中信证券、平安证券等各方共18亿资金大肆买入慧球科技,至2015年3月底持有8.3%股权,是事实上的第一大股东和实际控制人。

股灾中顾国平被迫减持慧球科技,但到了2015年底,为了抵御其他资本“入侵”,顾国平和一致行动人又多次通过杠杆资金增持,到2016年1月慧球科技披露其为实际控制人时,他共持有8.79%股权。

然而,此后慧球科技股价大跌,最高跌去8成,顾国平动用杠杆的资管计划连续爆仓。2016年4月,顾国平被迫出让剩余的慧球科技股权给另一个资本玩家鲜言,以换得7亿对价和1亿借款共8亿救命资金——顾国平当时还幻想在2016年8月完成上海斐讯股权重组,再以15亿元的对价赎回这些股权。

然而,工商资料变更显示,2016年夏天,惨败而归、负债累累的顾国平失去了上海斐讯的控制权,随后一年陆续接手其股权的正是入主慧球科技时的合作方、和熙投资的实际控制人康伟。

大摩财经梳理上海斐讯目前的股东名单,层层穿透后发现,康伟实际控制的和熙系(和熙投资、九晋投资等一系列关联公司)以及疑似一致行动人中植系等共控制上海斐讯59.64%股权,顾国平仅控制21.37%,松江国资控制的股权在12.21%-17.22%之间。此外,新德隆系即湖南湘晖的卢德之卢建之兄弟控制上海斐讯0.97%股权。

具体而言,上海斐讯目前共有13个法人股东、1个自然人股东。自然人股东即顾国平持有上海斐讯19.45%股权,其另通过水牛投资控制1.92%。

2016年夏天之前,顾国平此前还是上海丹佳(20%)、上海画楼西畔(15.65%)、上海欣竺(15%)三个法人股东的实际控制人,但在当年5-7月,顾国平全面退出这三家公司,接手的正是康伟旗下的和熙投资、九晋投资等。

康伟目前还实际控制上海斐讯最小的两个股东上海绿影长亭、上海松月——分别持有上海斐讯0.54%、0.01%股权。而上海斐讯目前的第7、8大股东上海银盏碧珠、上海金瓣丹心也与康伟有深度关联,疑似一致行动人,分别持有4.77%、 3.67%。

松江国资旗下的上海国精投资持有上海斐讯10.17%股权,松江国资持股40%的上海丹桂持有 5.1%,上海丹桂另60%股权可穿透至金刚、金彪两名自然人,这两人同时是第9大股东上海丰金的控制人,上海丰金持有1.95%股权。

上海斐讯剩余两个小股东为深圳武岭投资(持股 0.97%)、大连立泰(持股 0.8%),其中深圳武岭投资来头不小,穿透后大股东为赫赫有名的新德隆系卢德之卢建之兄弟,他们持股深圳武岭50.49%。公开资料显示,深圳武岭曾因借款纠纷于2016年9月起诉顾国平,但又在当年12月撤诉。

上市公司ST中绒(中银绒业)2017年2月的公告显示,已易手康伟的上海丹佳、上海画楼西畔、上海欣竺三家公司当时共持有上海斐讯44.5%股权,并计划在2017年3月22日之前增持至不低于60%。

ST中绒当时计划向上述三家公司收购上海斐讯51%股权,这实际上是上海斐讯控制权易手康伟后,康伟试图将上海斐讯再次借壳上市的一次资本运作。只不过最后这次运作也失败了。

经过一系列股权变动,康伟实际控制的上海斐讯股权非常接近60%。不过,2017年2月底,康伟又将上海斐讯第一大股东上海丹佳(持股20%)转到中植系企业名下。

大摩财经发现,ST中绒第二大股东恒天金石恰好有中植系背景。2015年8月,正在运作盛大游戏借壳上市的中绒集团引入战略投资方恒天金石,而后者经股权穿透后,出现了中植集团、经纬纺机、重庆信托、重庆紫钧等一批熟悉的名字。请注意,大摩财经此前在《谁的华闻传媒》一文中曾指出,中植系与重庆信托、重庆紫钧曾在华闻传媒产生交集,他们又再次以恒天金石的名义集结出现在ST中绒。

中植系等资本介入ST中绒时,后者正在运作盛大游戏私有化和借壳,盛大游戏借壳遇阻后,康伟和中植系又一起运作上海斐讯装入ST中绒。马不停蹄、眼花缭乱的资本运作背后,恰恰是中植系等资本大鳄控制上市公司再装入资产的常用手法。

至此可见,上海斐讯的命运在2016年夏天就已不由顾国平掌握,变成了资本控制的企业。

直到2018年2月,顾国平才向媒体透露,他“目前不在上海斐讯担任董事、监事或高管的职务”,“只抓第一线的产品、研发,其余涉及管理和决策的事项、流程,我均不参与”。

顾国平称,2016年失利后,他“几乎所有东西都卖完了”,包括股权、房产等共出售28亿元用于偿还债务。

另立斐讯

联璧金融爆雷后,最近以上海斐讯CEO名义出面收拾残局的正是康伟。康伟向上门讨要说法的代理商解释时,断然否认顾国平和上海斐讯之间仍有关系,称顾国平早在2017年已将所有股份全部出售。

康伟与顾国平的说法基本相同,假设事实如此,那么顾国平现持有的上海斐讯股权可能存在两种情况:未做工商变更或有未披露的协议安排。

但联璧金融与斐讯之间的紧密关系又做何解释呢?大摩财经发现,顾国平在2017年另立了一个斐讯,即四川斐讯数据通信技术有限公司(简称四川斐讯)。

顾国平曾对媒体称,上海斐讯和四川斐讯是斐讯的双总部布局。然而,大摩财经发现,与上海斐讯股权复杂且已由康伟控制不同,四川斐讯完全由顾国平的自己人掌控,即上海斐讯为“康系”斐讯,四川斐讯才是“顾系”斐讯

工商资料显示,四川斐讯2017年6月注册成立,股东为中哲环球控股和上海斐讯投资,层层穿透后其最终股东为三个自然人:陈海东持股57.06%、金伟持股32.94%、顾国平持股10%。四川斐讯随后注册成立全资子公司上海康斐、山西斐讯、四川斐讯信息,其中又主要通过四川斐讯信息控制十余家孙公司。

再看联璧金融。联璧金融一开始的股东只有侬锦,2015年初增加了陈海东、金伟、韩凌三人。陈海东、金伟、韩凌、侬锦均为顾国平的斐讯老部下,其中陈海东还是顾国平的小学、初中同学,侬锦早年曾担任上海斐讯销售中心西南区总经理。2017年5月,陈海东、金伟、韩凌三人又退出联璧金融股东行列,换成了四家公司,这四家公司后被指认依然和斐讯系人马紧密相关。

仅从股东层面,四川斐讯和联璧金融已是非常明显的关联公司。联璧金融爆雷后,一些投资者惊讶的发现,他们通过“0元购”拿到的斐讯路由器等产品,生产厂家均为四川斐讯及其关联公司。

公开报道显示,顾国平早在2017年4月就与四川政府方面接触,计划在四川设立西南总部基地、西南研发中心、智能制造基地和IDC大数据中心等,总投资123亿元人民币。去年9月,顾国平以上海斐讯创始人、CEO名义,携旗下供应链平台总裁顾云锋、大数据业务平台总裁王佳彬等,在成都出席了当地官员云集的签约仪式。顾云锋、王佳彬现均为四川斐讯的核心人物。

联璧金融爆雷之前,这些细节都被外界忽视了。

终局

顾国平的布局现已渐渐清晰展现:他和老部下对外模糊身份暗渡陈仓,在自己失去控制力的上海斐讯之外搞出了独立的四川斐讯。四川斐讯所需的庞大资金又从何而来?无疑正是联璧金融,以及另一家主要销售渠道华夏金服——华夏金服也被指在2017年后由顾系人马控制。

顾国平的“聪明”之处在于,其发明了一套简单粗暴的融资模式:理财平台联璧金融和华夏金服通过京东等电商平台销售四川斐讯的路由器产品,以“0元购”方式获客,营销成本极低(399元的路由器生产成本只有几十元,但互金行业获客成本为几百甚至上千元),既冲高了斐讯的销售业绩,高息吸纳来的资金又支撑其产业投资甚至再次流向资本市场——去年底上海炳通举牌上市公司绿庭投资,其一致行动人正是顾系四川斐讯旗下的上海康斐,上海炳通举牌资金中又有3亿资金来自于上海康斐的借款。

目前尚未理清的是,四川斐讯与上海斐讯的分工,以及上海斐讯在此链条中又扮演了何种角色。联璧金融爆雷后,从6月21日至8月3日,上海斐讯连发10份公告,最新的8月3日公告称,购买上海斐讯产品并持有尚未兑付K码的消费者,可以在斐讯商城换购斐讯产品。

顾国平现年41岁。两年前他跌入谷底,2017年再被处以证券市场终身禁入,仅仅一年多后又涉非法金融大案被拘,迎来人生最灰暗的时刻。残局无论如何收场,顾国平都成了操弄资本又被资本所伤的典型范本。

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