Where there are people, there are rivers and lakes, especially in the noisy A-share market.
From the feud between Gome in the early years to the dispute between Bao and Wan, the A-share market will have a battle for equity almost every few years, which has attracted the attention of all parties. However, in recent years, the noise related to equity competition has obviously weakened. According to the reporter's observation, this is not because there are fewer "infighting", but because these companies are generally "unknown". Corporate infighting will not cause external investors to follow suit, but will quickly drag down corporate governance and operation, making it a "marginal company" that everyone can't avoid.
An investment banker told reporters that with the concept of A-share value investment gradually gaining popularity, whether corporate governance is standardized has attracted more and more attention from investors. When a company is caught in an infighting storm, its share price often encounters a continuous limit, which is in stark contrast to the previous wave of speculation about "infighting" stocks.
Moreover, the introduction of the new delisting rules has further improved the normal delisting mechanism and strictly implemented the responsibility of "gatekeeper", making it easy for companies vying for control to touch the regulatory red line of "unable to submit annual reports" or "annual reports are not up to standard", and then "wearing stars and hats" is only one step away from delisting. This will undoubtedly further promote investors to vote with their feet.
From the market point of view, the gradual marginalization of companies with equity competition is a good phenomenon conducive to the sound development of the market, which will indirectly restrain the behavior of "key minorities" such as controlling shareholders and directors of listed companies, so that they can "fight less" and "negotiate more" and do a good job in corporate governance.
Chaos:
The "wonderful" equity battle is repeated.
Since May last year, more than 10 listed companies have been exposed to infighting. Combing these companies, infighting becomes a "war", stealing official seals in the middle of the night and other wonderful plots are constantly staged, refreshing people's understanding of the governance of listed companies.
The most recent example is Dalian Shengya, who just picked up the stars. On the evening of May 1 1, Dalian Shengya replied to the inquiry letter of the annual report of the Shanghai Stock Exchange, saying that the company and all directors recognized the controlling shareholder of the company as Xinghai Bay Investment, but Xinghai Bay Investment refused to "claim".
This is the aftermath of the dispute over the control of Dalian Shengya two years ago. At that time, the board of directors of the company had a fist-to-fist conflict, and finally the former management left, and the current general manager and chairman were "superior". But up to now, the actual controller and controlling shareholder of Dalian Shengya are "unclaimed".
Throughout these infighting, the intensity is higher than that of Dalian Shengya everywhere. Taking Jiaying Pharmaceutical as an example, it staged a wonderful story that the secretary-general was invited to "have tea" in the middle of the night, but was beaten behind closed doors. Another example is Vantone Technology. Even the chaotic scenes of several "thugs" attacking the shareholders' meeting were exposed, and the infighting turned into a "firefight", which made people laugh and give generously.
In terms of time, there are many cases that last longer than the infighting in Dalian Shengya. For example, the infighting of Hengtai Aipu can be traced back to 20 19. 2065438+July 2009, Sun Gengwen, the original real controller of Hengtai AMP, was introduced and quickly transferred his shares to Yinchuan Zhongneng, and Yinchuan Zhongneng became the controlling shareholder of the listed company as he wished. From July to August, 2020, Shuosheng Technology and its concerted action person, Li Liping, broke out halfway, which led to the intensified competition between the new and old controlling shareholders and the original board of directors.
Some executives of listed companies told reporters that the interests behind the company's control rights are tens of millions of yuan, or even hundreds of millions of yuan. It is inevitable that some people will "take risks" and use "extreme" operations such as "war" and "stealing official seals". As for the possible consequences, "insiders" often ignore them.
Profit:
No permanent friends, only permanent interests
Why are the disputes over control rights of listed companies staged repeatedly? There is a word "profit" behind it.
The recent dispute between ST Shuguang's shareholders and ST Shuguang's shareholders is because small and medium shareholders question the acquisition project pushed by major shareholders. In September, 20021,ST Shuguang announced that it planned to acquire the technologies of Chery S 18 (Ricky M 1) and S 18D (Ricky X 1) for the development and production of pure electric cars and SUVs. This transaction is a related party transaction.
The acquisition announcement aroused the anger of ST Shuguang's minority shareholders, and the accountant also issued a negative internal control audit report on the acquisition, which also became the direct reason for ST Shuguang's "wearing a hat".
Contradictions within the same camp are difficult to reconcile, which is also an important incentive for infighting. Driven by interests, it is not uncommon for a "white horse" that was expected to be "saved" to become an "enemy" every second.
The most typical example is St. Helen. On April 12, 2020, Jiangsu Electromechanical Co., Ltd., the largest shareholder of *ST Helen, transferred 5% of its shares to Zhongtianze controlled by Jin Shiwei through agreement transfer. At the same time, Ding Jianping, the former actual controller of Jiangsu Electromechanical Co., Ltd. and the listed company, entrusted Zhongtian Ze to exercise the voting rights corresponding to its 15.64% and 4.34% shares respectively, thus Jin Shiwei became *ST Helen.
In the agreement, the two sides agreed to promote listed companies to increase income to Zhongtian Ze and its designated entities. However, in April of 20021,*ST Helen announced the termination of the fixed increase, and the affiliated company designated by Zhongtian Ze no longer subscribed for the previously agreed non-public offering shares. In this regard, and Jiangsu Electromechanical believes that Zhong's behavior has constituted a serious breach of contract, so Zhong is sued to the court. As a result, *ST Helen's equity dispute officially kicked off.
Nowadays, the *ST Helen in the infighting can't even disclose the annual report as scheduled. Since then, the re-released annual report has been issued with an audit report that cannot express opinions, so the company has been "capped".
Out of control:
There are frequent violations and hidden worries.
Sorting out the cases of equity competition in the past period, involving small market value, imperfect corporate governance, sluggish main business and other issues. In the event of infighting, the parties concerned often resort to unscrupulous means to achieve their goals, and violations frequently appear, further aggravating the spread of the above problems.
Because the controlling shareholder and former management often have the advantage of "home court" in the infighting, they often prevent "forced palace" by blocking the convening of the board of directors and shareholders' meeting, which is often concerned by the supervision. For example, in ST Dawning, the last shareholders' meeting was organized by small and medium shareholders themselves, and these small and medium shareholders revealed that they had negotiated and communicated with the board of directors and the board of supervisors of the company on the convening of the shareholders' meeting, but they did not get a response, so they organized it themselves. As a result, ST Shuguang was questioned by the regulatory authorities, requiring the company to ensure the legitimate operation and scientific decision-making of the shareholders' meeting, the board of directors and the board of supervisors, and not to harm the legitimate rights and interests of minority shareholders.
It is not only obstruction, but also the party with the advantage of information disclosure often avoids the important and makes the listed company fall into the embarrassing situation of illegal information disclosure. For example, Hengtai Aipu held a meeting attended by more than half of the directors on February 14, but kept it confidential. It was not disclosed until March 4 th after the regulatory attention, and the major issues related to the operation of the board of directors were not disclosed in time; On February 9, the board of directors of the company received the Letter on Shareholders' Request for Convening an Extraordinary General Meeting, but it was not disclosed in the letter, nor did it make a decision on whether to agree to convene an extraordinary general meeting within the statutory time limit. The regulatory authorities thought that the matters requested by shareholders for convening an extraordinary general meeting were not disclosed in time.
However, it seems that it is not so "beautiful" for minority shareholders to hold their own shareholders' meeting. Take ST Dawning as an example. On the day of the above-mentioned shareholders' meeting, other shareholders, including the controlling shareholder, wanted to attend but did not attend, and even attracted the police to be present. The inability of relevant shareholders to attend also makes the legitimacy of this shareholders' meeting questioned. In this regard, the supervision letter quickly arrived, requiring the company and the convening shareholders and other related parties to exercise their rights according to law.
In order to resist the strength of major shareholders and former management, small and medium shareholders often need to unite and give full play to the power of voting rights, but there is a suspicion of "concerted action" behind them. The most typical example is Dalian Shengya. This newspaper once reported the complicated connections behind the shareholders of Dalian Shengya, such as Yang Ziping, former chairman, and Mao Wei, director and general manager. At the end of last year, the CSRC also punished Mao Wei for controlling 55 accounts to buy and sell shares of Dalian Shengya. The infighting of ST Shuguang has also been questioned that there is a secret "concerted action" relationship between minority shareholders.
Exit:
The market looked on coldly and the original shareholders left.
In addition to the possible irregular information disclosure, infighting also makes the company's daily operations full of uncertainty. For example, "grabbing the official seal" and the secret key of information disclosure have almost become "reserved programs" in the infighting, which have been staged in many companies such as *ST Helen, Dalian Shengya, *ST Weihai and Jiaying Pharmaceutical.
In fact, the dispute over control quickly turned into a commercial issue. For example, after the official seal is "robbed", how to determine its legitimacy? What should newcomers do if they ignore old scores? How to effectively protect the legitimate interests of employees in the equity struggle?
In the infighting of Hengtai AMP, because the main battlefield of the struggle is the board of supervisors, Feng Shanshan, the employee supervisor of the company, was arbitrarily "dismissed" by two chairmen representing different interests to prevent the board of supervisors from being convened. In particular, the last time, less than 65,438+0 hours before the meeting of the board of supervisors, was dismissed, because the matter to be considered was the proposal to dismiss Sun, the immediate superior of the then chairman and general manager of Hengtai Aiyuan. Although the final dismissal was not successful, such a rash move is bound to damage the legitimate rights and interests of employees.
The implementation of the new delisting rules has further reduced the tossing space of "infighting" companies. For example, infighting often leads to the loss of control of subsidiaries or sun companies. If it cannot be resolved quickly, the semi-annual report or annual report cannot be disclosed, or more than half of the directors cannot guarantee the authenticity, accuracy and completeness of the semi-annual report or annual report disclosed by the company, which directly leads to the company's "wearing stars and hats".
Companies with "infighting" equity are gradually being marginalized. At present, the above-mentioned equity competition has not aroused widespread concern in the market, and it is rare for external funds to take the opportunity to follow up. Moreover, when the listed companies exposed the news of infighting, the original investors often sold decisively, and the stock prices of related stocks plummeted. For example, the market value of Dalian Shengya was about 5 billion yuan before the equity competition, and the latest market value was 2 billion yuan, which has been halved.