In order to help the company solve the problem of equity decentralization, “Zhongzhi Department†began to lay out the silver high-tech (300087) in 2014. From “intimate partners†to “courtesy courtsâ€, the story of Yanyin Gaoke and “Zhongzhi†is quite dramatic. In the long-term equity tug-of-war, with the new force Dabei Nong 002385, the addition of the stock bar made the "war situation" of Yanyin High-tech more confusing. The purpose of Dabei Agricultural frequently increasing the holding of Yinyin High-Tech, and the role it plays, remains to be verified. At present, the board of directors of Yanyin High-Tech is in a state of over-service, and the “Zhongzhiâ€, Dabei Nong, and the concerted person who have been rejected by the board of directors have been re-elected.
Dabei Nong: Cooperation and Overweight
Since the beginning of this year, Dabei Agricultural has frequently increased its holdings in the market, and the Dabei Agricultural has once again opened the storm attack mode. With the “intervention†of Dabei Nong, the “war situation†of Yanyin High-Tech has become confusing.
On August 8 this year, Dabei Agricultural Holding Co., Ltd. Beijing Golden Agriculture and Seeds Technology Co., Ltd. (hereinafter referred to as “Golden Agricultureâ€) signed a “Joint Venture Agreement†with Yanyin Hi-Tech, and the two parties intend to jointly invest in Anhui. Yuhua Seed Industry Technology Co., Ltd., in which Golden Farm China invested 14.7 million yuan, accounting for 49%, and Yanyin High-tech invested 15.3 million yuan, accounting for 51%. In the view of Xu Xiaoheng, founder of the New Third Board Investor Alliance, with the improvement of the seed industry policies and regulations, the improvement of supervision, and technological progress, the industry has entered a stage of comprehensive integration, and the combination of the two is more conducive to the industry becoming bigger and stronger.
The cooperation between the two sides has made the relationship between Dabei Nong, “Zhongzhi System†and the management of Yanyin High-tech Department more complicated.
On September 9th, Yinyin High-Tech issued a notice stating that Dabei Nong increased its shareholding in the Shenzhen Stock Exchange through the centralized bidding trading system of Shenzhen Stock Exchange on September 6-8, with a shareholding ratio of 1.27%. On September 15th, Yinyin High-Tech Co., Ltd. announced that Dabei Agricultural had increased its shareholding in the Shenzhen Stock Exchange through the centralized bidding trading system from September 11th to 14th, and the shareholding ratio reached 1.39%. As of September 15, Dabei Nong and its concerted action Beijing Zhinong Investment Co., Ltd. held a total of approximately 52,362,800 shares of Yanyin High-tech Co., Ltd., with a shareholding ratio of 12.4%. At this point, Dabei Nong and its concerted action "upper" are the second largest shareholder of Yankee.
Although Dabei Nong said in the announcement that the increase is due to the confidence in the future development of Yanyin High-Tech and its expectations for good investment value, however, under the delicate situation of the relationship between the management of Yanyin High-Tech and the “Zhongzhi†The “entry†of Dabei Nong will inevitably lead to speculation in the market. Beijing Business Daily reporter noted that on March 6, 2015, Dabei Nong disclosed the 2015 fixed plan. Among them, Chongqing Zhongxin Rongtuo Investment Center (Limited Partnership) under the “Zhongzhi System†(hereinafter referred to as “Zhongxin Rongtuoâ€) appeared in the list of the targets of Dabei Agricultural Development. As of June 30 this year, Sino-Singapore still holds a 0.98% stake in Dabei Agricultural and is ranked among the eighth largest shareholders of Dabei Nong.
In the tug-of-war battle of the equity dispute between Yanyin and Gaoke, Dabei Nong’s sudden “intervention†is whether it is industrial integration or a well-planned “bureauâ€. What role does Dabei Nong play in it? puzzle.
"Zhongzhi": Intimate and anti-eye "Zhongzhi" began to lay out the silver high-tech department in 2014. From "intimate partners" to "the book court", the story of "Zhongzhi" and the management of Yanyin High-tech is quite dramatic.
In order to improve the problem of the dispersal of the equity of Yanyin High-Tech, Zhang Qin, the chairman of Yanyin Hi-Tech, tried to introduce “Zhongzhi†as a “reinforcement†in 2014. The Beijing Business Daily reporter combed the relevant announcements and learned that the top ten shareholders' disclosures disclosed by Yanyin Hi-Tech in the 2014 third quarterly report showed that Chongqing Zhongxin Rongze Investment Center (limited partnership) under the “Zhongzhi Department†(hereinafter referred to as “the limited partnershipâ€) “Zhongxin Rongze†holds approximately 10,514,400 shares of Yanyin Hi-Tech, and ranks the company's third largest shareholder with a shareholding ratio of 6.64%.
As early as July 21, 2014, Zhongxin Rongze signed the “Share Transfer Agreement with the Effective Conditions†with Li Chenghao, the original shareholder of Yanyin High-Tech Co., Ltd., stipulating that six months after Li Chengzhen’s resignation as a director of a listed company, Zhongxinrong Ze will be transferred to 2 million shares of the company he holds. According to the agreement at the time, on October 30 of that year, Zhongxin Rongze transferred 2 million shares of the company's unrestricted shares held by Li Chenghao through the Shenzhen Stock Exchange's block trading system, accounting for 1.26% of the company's total share capital. At that time, Zhongxin Rongze held 7.9% of the shares of Yanyin Hi-Tech.
During the January-February period of 2016, Zhongxin Ruiyin and Zhongxin Rongxin, the subsidiaries of “Zhongzhiâ€, bought about 27,590,600 shares of Yanyin Hi-Tech in the secondary market, accounting for about 8.71% of the company's total share capital. As of February 26, 2016, “Zhongzhi†held a total of 16.61% of the shares of Yanyin High-Tech, becoming the company's largest shareholder. The increase in holdings has intensified the contradiction between the management of “Zhongzhi†and the management of Yanyin High-Tech. Due to the violation of relevant regulations by Zhongxin Ruiyin and Zhongxin Rongxin, the company of Zhongjizhi, the company was warned by the Anhui Securities Regulatory Bureau. Subsequently, Yanyin Hi-Tech will bring the defendant to court on the grounds that Zhongxin Rongze and its concerted action Zhongxin Ruiyin and Zhongxin Rongxin (hereinafter referred to as “the defendantâ€) illegally increased their holdings. On the morning of July 5, 2017, the Anhui Provincial High Court held a trial in the first instance, but it has not yet been decided.
Wang Zhibin, a lawyer at Shanghai Minglun Law Firm, said in an interview that the normal trial limit is six months, but if there is jurisdiction, procedural disputes, etc., the trial limit can be extended. The above-mentioned defendants did violate the rules in information disclosure. After the breach of the letter, the third party is not required to bear a civil liability. If the violation does not violate the rules and whether the shareholding is effective, it is necessary for the court to hear.
Tonglu Agriculture: Tripartite Relationship Touchstone
Yanyin Hi-Tech has tried to acquire Tonglu Agriculture twice, but it has not yet been able to make it.
On May 12 this year, Yanyin Hi-Tech restarted the acquisition of Tonglu Agriculture, which was also seen as a touchstone for the tacit understanding between the company's management and shareholders. Yanyin Hi-Tech intends to issue shares and pay cash to purchase 100% equity of Tonglu Agriculture, with a transaction price of 288 million yuan. However, the 17 proposals reviewed by Yanyin Hi-Tech at the shareholders meeting on August 25 were rejected. It is reported that the "Zhongzhi Department" cast a waiver, and Dabei Nong and its concerted action and the company's fourth largest shareholder, Jia Guilan, voted against it.
In the process of the first acquisition of Tonglu Agriculture by Yanyin Hi-Tech, the relevant proposal was also rejected at the shareholders' meeting. Later, it was reported that the opposition camp included the “Zhongzhi Departmentâ€.
It is worth noting that when the news of the establishment of a subsidiary of Dabei Nong and Yanyin High-Tech Co., Ltd. was just exposed, the market once thought that Dabei Nong and its concerted action person may be Zhang Qin, the chairman of Yanyin High-Tech Co. "Farming" of the "plant". However, according to the news, if Dabei Nong and his concerted actors voted against it in the process of resolution, the relationship between Dabei Nong and its concerted actors and Yankee High-Tech is becoming confusing.
The board of directors was re-elected
The situation of Yanyin Hi-Tech can be said to be “multi-party confrontationâ€, and the board of directors of Yanyin High-Tech has been in service for nearly 5 months. The “Zhongzhi Department†and Dabei Nong’s re-election of the board of directors have become the focus of the market.
According to the current shareholding ratio, “Zhongzhi†and Dabei Nong and their concerted action share are respectively ranked as the largest shareholder and the second largest shareholder of Yanyin High-Tech, and Zhang Qin is “forced†to the first The three major shareholders. However, the two major shareholders of Yanyin High-Tech have no seats on the board of directors.
According to the revised Articles of Association disclosed by Yanyin Hi-Tech in August 2016, shareholders holding 3% or more of the total number of shares with voting rights issued by the company may be nominated as directors; shareholders who hold more than 10% of the company's shares individually or in aggregate The company has the right to request the board of directors and the board of supervisors to convene an extraordinary general meeting. If it has not been approved by the board of directors and the board of supervisors, shareholders who hold more than 10% of the company's shares individually or in total for more than 90 days may convene and preside over the shareholders' meeting.
Recently, relevant persons of Yanyin High-Tech Co., Ltd. said that due to the violation of laws and regulations by shareholders and their concerted actions, they were still under investigation by the China Securities Regulatory Commission and were tried by the Anhui Provincial High Court. The nomination of candidates for the board of directors of the first board of directors went smoothly. The company plans to start the re-election work immediately after the above uncertain factors are resolved. However, whether the "Zhongzhi", Dabei Nong and their concerted actors will be invited to reelect the board of directors will remain suspenseful.
Well-known financial commentator Bu Naxin believes that the first major shareholder abstained from voting on important resolutions at the shareholders' meeting. Although it is not good to speculate on its motives, the direct result of abstaining is the same as the opposition. The first and second major shareholders have no seat on the board of directors, which will affect the stability of the governance structure of listed companies. Xu Xiaoheng admits that if the corporate governance structure of Yanyin High-Tech has a long-term stalemate, it will be extremely unfavorable for the future strategic development of Yanyin High-Tech, affecting the overall operating efficiency of the company.
The future development of Yanyin Hi-Tech is still unknown, but it is undeniable that in the first half of this year, the operating performance of Yanyin High-Tech has already shown signs of pressure. The data shows that in the first half of this year, the operating income realized by Yanyin Hi-Tech was about 204 million yuan, a year-on-year increase of 12.12%, and the corresponding net profit attributable to the company was a loss of about 8,558,400 yuan, a year-on-year decrease of 33.83%. In response to relevant questions, Beijing Business Daily reporters interviewed Yinyin Gaoke and Dabei Nong in the form of an interview letter. However, as of press time, neither Yinyin Gaoke nor Dabei Nong responded. Beijing Business Daily reporter Dong Liang Liu Fengru
(Editor: He Yihua HN110)
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