Reporter | Zhao Yangge
Hualian Holdings (000036. SZ) originally had no actual controller, and it seems that it is about to be broken, which stems from a plan to centralize the shares of Hualian Development Group Co., Ltd. (hereinafter referred to as Hualian Group), the controlling shareholder of a centralized listed company. It is worth mentioning that the change of Hualian Group's equity has not been as smooth as planned, and it has also involved the judiciary, and also exposed the intricate relationship between the shareholders of Hualian Group.
<h3>There is no actual controller status or change</h3>
A document dated July 23 made the whole thing mysterious.
It is reported that Hualian Holdings received a notification letter from the controlling shareholder Hualian Group and the relevant materials provided on the same day, which shows that on July 22, Hualian Group received relevant assistance from Hangzhou Jin jiang group co., LTD. (hereinafter referred to as Jin jiang group) and Henan Fuxin Investment Co., Ltd. (hereinafter referred to as Henan Fuxin) to handle the assistance of Jin Jiang Group and Henan Fuxin to Hangzhou Jinyan Hailan Enterprise Management Co., Ltd. (hereinafter referred to as Jinyan Hailan) and Hangzhou Jinyan Haisheng Enterprise Management Co., Ltd. (hereinafter referred to as Jinyan Haisheng, The Letter of Industrial and Commercial Change Registration of the Transfer of Approximately 53.6866% of the Equity of Hualian Group held by Jinyan Hailan and its appendix "Notice of Shareholders Exercising Pre-Emptive Rights" and "Statement of Shareholders Waiving Pre-emptive Rights" and "Statement of Shareholders Waiving Pre-emptive Rights" are transferred.
At the same time, Hualian Group also received documents such as the "Notice of Response to Litigation" and "Civil Complaint" sent by the Higher People's Court of Zhejiang Province, and learned that the Zhejiang Provincial High Court accepted the case of equity transfer disputes brought by the plaintiff Hangzhou Jinyan with Jinjiang Group, Henan Fuxin and other relevant parties as defendants and Hualian Group as the third party.
According to the litigation materials, "the equity of Hualian Group held by Changan International Trust Co., Ltd. (hereinafter referred to as Changan Trust) is held on behalf of Zhejiang Kangrui Investment Co., Ltd. (hereinafter referred to as Zhejiang Kangrui), and Jinjiang Group, Henan Fuxin and Zhejiang Kangrui have signed with Hangzhou Jinyan since July 2019 involving the transfer of 53.6866% of the equity of Hualian Group held by the above-mentioned entities to Hangzhou Jinyan as a whole. Due to the failure of Jin Jiang Group, Henan Fuxin and Zhejiang Kangrui to perform the contract, Hangzhou Jinyan sued the defendant in this case to compensate Hangzhou Jinyan and requested that the change of the equity of Hualian Group held by the defendant in this case be registered under the name of Hangzhou Jinyan".
The litigation materials further show that "the equity of Hualian Group held by Changan Trust is held on behalf of Zhejiang Kangrui, and there are multiple related relationships between the defendants Jin Jiang Group, Henan Fuxin and Zhejiang Kangrui, and they are consistent actors in this overall acquisition, and the three parties confirmed in the transaction documents that the defendant Jin Jiang Group is the unified counterparty." Among them, Mr. Ju Zhenggang, the controlling shareholder and legal representative of the defendant Jin Jiang Group, and The single shareholder and legal representative of the defendant Zhejiang Kangrui, Yu Baibing, are father-daughter relations."
In addition, the litigation materials and the national enterprise credit information publicity website show that Jinyan Haisheng is a wholly-owned subsidiary of Jinyan Hailan, and according to articles 83 and 84 of the Administrative Measures for Takeovers of Listed Companies, Jinyan Hailan and Jinyan Haisheng constitute consistent actors, and Hangzhou Jinyan intends to acquire the equity of Hualian Group through equity transfer, which may constitute substantial control over the listed company.
According to the data, Hualian Group is also the controlling shareholder of Hualian Holdings, a listed company, and currently holds 33.21% of the equity of Hualian Holdings. Hangzhou Jinyan did not hold the equity of Hualian Group before the acquisition, and if Hangzhou Jinyan successfully acquires 53.6866% of the equity of Hualian Group, it may become the actual controller of Hualian Holdings. After the equity transfer, Jin Jiang Group, Henan Fuxin and Changan Trust no longer hold the equity of Hualian Group.
<h3>The content of the litigation materials is inconsistent with the results of the shareholders' investigation</h3>
The content of this litigation material can be described as a slap in the face. Because on June 3, 2020, Hualian Holdings issued the Letter of Hualian Holdings Co., Ltd. on Assisting in Replying to the Shenzhen Securities Regulatory Bureau's Strengthening of the Supervision of Listed Companies Without Actual Controllers to Hualian Group, requesting Hualian Group to assist listed companies in self-examination, screening and identification of non-actual controllers and provide relevant written materials.
Through verification, Hualian Group received the "Shareholder Survey Form" or letter reply from 13 shareholders other than OCT Group Co., Ltd., and judging from the content of the "Shareholder Survey Form" or letter reply filled in by the 13 shareholders, no related relationship or consistent actors were found among the shareholders. According to the verification results, Jin Jiang Group, Henan Fuxin and Chang'an Trust clearly stated that there was no relationship or concerted action relationship between them, which was obviously inconsistent with the above-mentioned litigation materials.
With doubts in mind, on July 23, 2020, Hualian Group once again issued a letter to the three shareholders to verify whether there was a relationship or concerted action relationship between the three shareholders. However, there is no latest explanation.
According to the analysis of Hualian Holdings, the change of the actual controller is still uncertain. Because Jin Jiang Group, Henan Fuxin and Changan Trust have not yet fulfilled the procedures for the shareholders' meeting of Hualian Group and other shareholders on the transfer of equity. In addition, Henan Fuxin and Changan Trust also wrote in June 2020 requesting Hualian Group to assist in the registration of industrial and commercial changes in the transfer of all the equity of Hualian Group held by Changan Trust to Henan Fuxin, and Hualian Holdings disclosed that in view of the conflict between the equity transfer between Henan Fuxin and Changan Trust and the aforementioned equity transfer, Hualian Group will make a shareholders' meeting resolution based on the facts and final opinions or judgments of the judicial organs and regulators on the relevant matters. It is worth mentioning that Jin Jiang Group, Henan Fuxin, Changan Trust, Zhejiang Kangrui and Hangzhou Jinyan, as the information disclosure obligors, may not have fulfilled the reporting and announcement obligations of the indirect acquisition of the company in a timely manner in accordance with the provisions of the Administrative Measures for Takeovers, and this equity transfer may also touch the obligation of tender offer.
On July 27, the company management department of the Shenzhen Stock Exchange issued a letter of concern, requiring the listed company to self-examine and explain everything it knew, including the situation of the multi-party concerted action relationship, the list of insiders of the equity transfer matter, and the legal flaws of the entire incident. According to the arrangement, Hualian Holdings should submit the relevant instructions to the Regulatory Department before July 31, and many doubts are waiting online for the response of the listed company.
<h3>Pick up the order side of what to come</h3>
What are these shareholders?
First look at the transferors Jin Jiang Group, Henan Fuxin, Zhejiang Kangrui. Jin Jiang Group and Zhejiang Kangrui are relatively easy to confirm the relationship, the two actual controllers are father-daughter relationship, and they have also jointly invested in many companies.
The natural persons involved in the shareholders of Henan Fuxin include Mao Daoshun, Lin Chunling and Chen Qianjin. Although Henan Fuxin is a company registered in Jinshui District, Zhengzhou City, Mao Daoshun is a native of Lishui City, Zhejiang Province.
If the above equity transfer is realized, then the background of Jinyan Hailan will also be concerned by the investors of Hualian Holdings.
According to Tianyan, Gongwang Road, Dongzhou Street, Fuyang District, Hangzhou, Zhejiang, was established on July 5, 2019 with a registered capital of 2.8 billion yuan. The equity of Jinyan Hailan is somewhat complicated, it is controlled by Hangzhou Jinyan Jiuhao Investment Partnership (Limited Partnership), Hangzhou Jinjun Weichuan Enterprise Management Co., Ltd., Hangzhou Fuyang Jinbao heshan Equity Investment Partnership (Limited Partnership), Ningbo Fujia Management Consulting Co., Ltd., and Zhejiang Qiantang Jiangjinyan Asset Management Co., Ltd., the former two holding 35.71%, the highest.
The legal representative of JinYan Hailan is Wang Lun.
It is reported that Wang Lun is the founding partner and president of Jinyan Capital and has 20 years of relevant banking experience. The person is the former general manager of the investment banking department and asset management department of the Zhejiang branch of the Industrial and Commercial Bank of China, and has successively served as the director of the head office of the Industrial and Commercial Bank of China, the general manager of the branch department, the president of the branch, the first private bank FOF equity investment fund of ICBC, the general manager of the asset management department of the first branch, the first consulting expert of the Zhejiang Provincial Government Transformation and Upgrading Fund, the vice president of the China Equity and Venture Capital Committee Alumni Association, the entrepreneurial mentor of zhejiang university students, the off-campus practice tutor of master of accounting, and the entrepreneurial mentor of hangzhou university students. Member of the Standing Committee of Hangzhou Youth Federation, responsible for the preparation of a number of asset management companies and industrial funds such as Zhejiang Min investment, Huahong Capital, and Zhejiang Innovation Capital. Wang Lun graduated from Zhejiang University Finance, Zhejiang University EMBA, Chinese Academy of Social Sciences Finance Doctoral Program, etc., studied equity, mergers and acquisitions, private banking, etc. at the Frankfurt Institute of Financial Management in Germany.
Wang Lun, who is full of aura, currently holds 2% of the equity of Hangzhou Jinyan Weizheng Investment Management Partnership (Limited Partnership) and 21% of the shares of Zhejiang Qiantang Jiangjinyan Asset Management Co., Ltd., and also holds several positions.
According to the description of Tianyancha, Jinyan Capital takes equity investment as the core and focuses on promoting the transformation and upgrading of listed companies, and is committed to becoming a first-class asset management company with international influence in China. Jinyan Capital is an asset management company established by investment banks and first-class experts in the field of asset management from large financial institutions, and is committed to building a leading domestic and internationally influential integrated, international, industry-finance-university-research integration platform. The company's business scope includes private equity investment, innovation and growth period investment, structured financing, asset management, wealth management and domestic and foreign mergers and acquisitions of listed companies, etc., and the key investment areas include high-end equipment and intelligent manufacturing, TMT, energy conservation and environmental protection, medical and health, education, large consumption, etc.