Source: China Securities News
You read that right, someone spent 0 yuan and took the status of the actual controller of the soft holding share (002073). And the buyer is what you see in the advertisement every day, shouting "no middleman to make the difference" of the founder of the melon seed used car Yang Haoyong.
Soft Holdings reacted flatly, with shares falling 1.99 percent to $6.39 in early trading this morning.
Source: wind
0 yuan to take the actual control
On August 9, Yuan Zhongxue, the controlling shareholder and actual controller of Soft Holdings, signed the Voting Rights Proxy Agreement with Qingdao Xiwan Small Software Service Co., Ltd. (hereinafter referred to as "Xiwan Software"), in which Yuan Zhongxue entrusted the voting rights of 145 million shares of the company (accounting for 15.56% of the total share capital of the company) held by him to Xiwan Software.
After the completion of the voting right delegation, the shares of Xiwan Software with voting rights in the company account for 15.56% of the total share capital of the company, and the actual controllers of the company will be changed to Li Zhaonian and Yang Haoyong.
Image source: Company announcement
Soft holdings have a solid foundation. According to the announcement, as of the end of 2018, the company's total audited assets were 8.787 billion yuan and net assets were 4.274 billion yuan. The company's market capitalization was close to $6 billion as of noon on August 12.
Unlike the common "agreement transfer + proxy voting rights" method of controlling listed companies, Li Zhaonian and Yang Haoyong all obtained soft control through proxy voting rights, so that the transaction did not involve transaction consideration.
The voting rights proxy agreement signed by the two parties is attached to a period of time from the effective date of the agreement to the date on which Yuan Zhongxue's share of the soft controlling shares is reduced to 6%, but not more than 18 months. Xiwan Software has the right of first refusal to reduce Yuan Zhongxue's proposed shares under the same conditions.
During the entrustment period, Yuan Zhongxue shall not unilaterally terminate or revoke the voting rights entrustment under the agreement, and without the prior written consent of Xiwan Software, it shall not carry out any form of guarantee obligation such as reducing the holding or setting up pledges for the shares corresponding to the voting rights entrustment.
Judging from the transaction arrangements that have been determined so far, Xiwan Software plans to transfer no more than 2% of the soft holding shares held by Yuan Zhongxue through a block transaction in the next 6 months. In addition to the above-mentioned shareholding increase plan, West Bay Software has no other plans to increase the shares of listed companies in the next 12 months.
According to the current market value of 6 billion yuan of soft holdings, even if the Top Grid of West Bay Software transfers equity in accordance with the proportion of 2%, the cost paid is only about 120 million.
In fact, the soft holdings are extremely fragmented. Except for Yuan Zhongxue, the remaining shareholders do not hold more than 5% of the shares.
If yuan zhongxue's shareholding ratio drops to 6% according to the entrustment agreement, it means that his shareholding reduction ratio will be 9.56% in the next 18 months.
Judging from the current disclosure information, Xiwan Software has no other equity transfer arrangements except for the preferential transfer right of Yuan Zhongxue's shares and the plan to take over the bulk transaction of up to 2%. Once Yuan Zhongxue reduces his holdings as agreed and expires to terminate the entrustment agreement, it is still unknown how Xiwan Software will ensure control of the soft holdings.
The founder of melon seed used car surfaced
The disclosed information shows that li zhaonian, the new actual controller of the company, and Yang Haoyong are weng's son-in-law, Yang Haoyong is the spouse of Li Zhaonian's daughter, and the two parties are acting in concert.
According to the announcement, Yang Haoyong was the president of Chaji.com, the current executive director of Chehaoduo Used Motor Vehicle Brokerage (Beijing) Co., Ltd., the founding partner of Shanhang Venture Capital (Tianjin) Partnership (Limited Partnership), the director of Guazi Co., Ltd., the supervisor of Qingdao Xiwan Small Enterprise Management Co., Ltd., and the director of Qingdao Xiwan Small Software Service Co., Ltd.
Judging from public media reports, Yang Haoyong is the CEO of Chehaoduo Group, the founder of Guazi Used Car and Edamame New Car.
According to public information, in November 2015, Guazi was split from the projects of 58 Chaoji Group, and in October 2017, Guazi used cars were upgraded to Chehaoduo Group, implementing the dual brand operation of Guazi used car direct sales network and edamame new car network.
Chehaoduo Group has four main brands of melon seed used car, edamame new car, melon seed car maintenance, car speed auction, melon seed finance, car lot insurance, melon seed car rental three major collaborative business, to provide users with new car, second-hand car transaction services, auto finance, after-sales guarantee, car maintenance and other full industry chain services, one-stop to meet all the needs of the user's car life cycle.
At the beginning of its establishment, the management team with Yang Haoyong as the core held 54% of the shares of Guazi used cars, and 58.com retained 46% of the shares of Guazi.
According to the information on the official website of Guazi, in March 2016, Guazi Used Car announced that it had obtained a series A financing of US$204.5 million; in June 2017, Guazi Used Car received more than US$400 million in financing for the B round; in October 2017, Guazi Used Car received US$180 million in B+ round financing, with a cumulative financing of nearly US$600 million in series B; in March 2018, Chehaoduo Group received US$818 million in Series C financing; in October 2018, Chehaoduo Group completed C+ In a $162 million round of funding, valued at $6.6 billion, Chehaoduo Group completed a new round of financing of $1.5 billion in February 2019. According to the news given by Guazi used cars, after the completion of the D round of financing, the valuation of Chehaoduo exceeded 9 billion US dollars, and the cumulative development funds were 3.8 billion US dollars, ranking first in the domestic automobile consumption service platform. The main investors include SoftBank Vision Fund, Sequoia Capital China Fund, H CAPITAL, Tencent, Matrix Partners Venture Capital, DST Global, Shanhang Capital, Today Capital, Yunfeng Fund, CMB Telecom New Trend Equity Investment Fund, Fangyuan Capital, GIC, ICBC International, IDG Capital, etc.
The receiver has long been lurking
According to the report on the change of equity, Li Zhaonian and Yang Haoyong hold 80% and 20% of the equity of Qingdao Xiwan Small Enterprise Management Co., Ltd. (Xiwan Is not large) respectively, and Xiwan Dadu and Rudolf Scharping hold 75% and 25% of the equity of Xiwan Software, respectively. Li Zhaonian and Yang Haoyong achieved control of the soft holdings through West Bay Software.
In fact, both Rudolf Scharping and Lee Zhaonian have long been in the soft holdings.
Rudolf Scharping, who is currently a director of Soft Holdings, is a German national and has served as Minister of Defence of Germany, Chairman of the German Social Democratic Party, Chairman of the European Socialist Party, and Chairman of Rudolf Scharping Strategic Consulting GmbH (RSBK).
On June 25, 2018, Rudolf Scharping was elected as a director of Soft Holdings upon nomination by the Nomination Committee of the Soft Holdings Board. He continued to serve as a director of the Company after the change of the Board of Directors in May 2019.
Li Zhaonian was approved by the Supervisory Board held on February 22, 2019, and was elected as a supervisor of the company, and was approved at the extraordinary shareholders' meeting on March 11. Subsequently, the company's supervisory board faced a change, and Li Zhaonian was nominated as the next supervisor at the supervisory board meeting on April 25, but the proposal passed by the supervisory board on May 9 showed that Li Zhaonian applied to withdraw from the election of the seventh supervisor of the company for personal reasons.
Yuan Zhongxue, who intends to withdraw from the soft holding share, resigned from the position of chairman and director of the soft holding share on June 25 last year, and was subsequently elected as the chairman of Sailun shares in September.
Born in 1955, Yuan Zhongxue is a well-known figure in the tire industry, enjoys the special government allowance of the State Council, and has served as a deputy to the 12th National People's Congress, a member of the Standing Committee of the 11th Executive Committee of the All-China Federation of Industry and Commerce, an executive deputy director of the National Rubber and Tire Engineering Technology Research Center, and a senior vice president of the China Rubber Industry Association.
After Yuan Zhongxue resigned from soft holdings, the board of directors of soft holdings was reorganized, and capital tycoons He Ning, Fan Qingwu and former German politician Rudolf Scharping joined the company's board of directors.
He Ning has a shining resume in the capital market, and has served as the deputy director of the fund management department of the China Securities Market Research and Design Center (Joint Office), the chief representative and vice president of merrill Lynch Group's Beijing representative office, the partner of CITIC Capital Management, and the executive director of Morgan Stanley. Fan Qingwu worked at Huaxia Securities and China Securities Market Research and Design Center (joint office), participating in the management of China's earliest investment funds, private equity investment and overseas listing of enterprises. Since then, he has also served as the general manager of the investment banking department of China Electronics Information Industry Group Corporation and the chief economist of the group company; Managing Director of China Electronics Group Holdings Limited, CEO of Fuyang Investment Management Company and other positions.
Soft Holdings also said in the 2018 semi-annual report that the company elected He Ning as chairman in 2018, Rudolf Scharping and Fan Qingwu as directors of the company, and the new directors will bring strong impetus to the company's technology, talents and internationalization in future industrial upgrading and intelligent manufacturing development. While developing the existing rubber machine equipment business, it will also promote the company to achieve strategic layout in many fields such as intelligent manufacturing, high-end industrial technology upgrading, new materials, new energy, and environmental protection.
No commitment to asset injection
The reason given by West Bay Software for winning such a tire machinery manufacturing listed company as a soft holding share is that it is optimistic about the value of the listed company and the development prospects of the new material business, in order to better apply the upgrading needs of the relevant market, it will optimize the business structure of the listed company, improve the asset quality of the listed company, and enhance the value of the listed company in accordance with the principle of sustainable development of the listed company and the interests of all shareholders.
In terms of the disposal of future assets, West Bay Software said that there is no clear plan to sell, merge, joint venture or cooperate with others for the assets and businesses of the listed company or its subsidiaries in the next 12 months, or a restructuring plan for the listed company to purchase or replace the assets.
However, Xiwan Software also said that from the perspective of enhancing the sustainable development ability and profitability of listed companies and improving the asset quality of listed companies, if the assets, liabilities and business of listed companies or their subsidiaries are planned to be sold, merged, joint ventures or cooperation with others in the next 12 months, or the listed companies intend to purchase or replace assets, they will strictly comply with the requirements of relevant laws and regulations and perform relevant approval procedures and information disclosure obligations in accordance with the law.