Once defending the title or losing Mecheng? Behind the scenes of seizing power by A-share minority shareholders

category:Finance
 Once defending the title or losing Mecheng? Behind the scenes of seizing power by A-share minority shareholders


Every fierce battle pushes listed companies to a new crossroads. Behind this, A-share market is quietly forming a series of new trends, which is worth pondering.

The rise of small and medium shareholders awareness of rights

Just a week ago, Bo Heng Investment, the second shareholder of brand new goodness, signed the agreement of concerted action with six minority shareholders of the listed company, and took 22.08% of the shares of brand new goodness at one stroke. The total number of shares exceeds that of Hanfu holding, the controlling shareholder of the company. Brand new goodness suggests that the actual controller of the company may be changed.

Boheng investment directly refers to the latters current inability to support the development of listed companies, and plans to increase the shareholding ratio to further help the listed companies improve their operation and safeguard the legitimate rights and interests of all shareholders through a concerted action relationship.

At present, the trend of this story is hard to predict, and the public opinion war has been one after another.

This is not the case.

According to incomplete statistics of 21st century economic reporter, since this year, many large shareholders of enterprises, such as * ST Gaosheng (000971. SZ), * ST BUSEN (002569. SZ), * ST Zoje (002021. SZ), and innovative medical (002173. SZ), have encountered pressure from small and medium-sized shareholders.

Only from the perspective of data law, the small and medium-sized shareholders who have been dormant on the edge of listed companies have stronger and stronger awareness of rights, and gradually try to get a greater voice before coming to power from behind the scenes.

According to our reporter, in January 2019, a document circulated online by St Gaosheng that nine shareholders jointly propose to remove four directors of the actual controller was swiped on the screen in the capital market, which was the first shot of seizing power by small and medium shareholders this year.

The story originated in September 2018, when * ST Gaosheng was successively exposed that Wei Zhenyu, the actual controller of the company, illegally guaranteed the related parties, occupied the companys funds with non operating funds, and was suspected of illegal information disclosure and filed for investigation by the CSRC, which completely infuriated a number of small and medium-sized investors.

According to the data in January 2019, Yu Ping, Wengyuan and other nine shareholders jointly proposed to remove four directors of the company, Wei Zhenyu, Li Yao, Zhang Yiwen and Sun Peng (Wei Zhenyus cousin). At that time, the shareholding ratio was 29.33%, higher than Wei Zhenyus 27.97%. After many battles, the recall was held high and put down gently. Up to now, the internal struggle has not been known.

In June 2019, another listed company, St BUSEN, suffered the same fate. But this time, it was the latecomer who obtained most of the shares of the listed company through auction.

Before that, because of being involved in P2P chaos, * ST BUSEN was in prison, and Zhao Chunxia, the original actual controller, ran sick to other countries. In April this year, Dongfang Hengzheng auctioned 283 million yuan to acquire 16% of the shares of St BUSEN held by Anjian technology, a subsidiary of Zhao Chunxia, and became the largest shareholder of the listed company.

However, Zhao Chunxia still holds 13.86% of the shares of the listed company through Shanghai Ruiji assets, which is the second largest shareholder, and because he controls the board of directors of the listed company, he is still the actual controller of the listed company.

Later, Wang Chunjiang, the major shareholder of Dongfang Hengzheng, together with Chongqing XINSANWEI (holding 2.92%), BUSEN group (holding 2.66%) and Meng Xianglong (holding 4.31%), Zhang Xu (holding 3.29%) and Zhang Xingliang (holding 1.52%), asked for an interim shareholders meeting to remove the board of supervisors led by Zhao Chunxia.

In October of the same year, the curtain of the brand-new and good two shareholders jieganguprising slowly opened, and two shareholders Hengbo investment attacked Hanfu holding, the controlling shareholder.

In March of this year, Cailu fund, a wholly-owned subsidiary of Hanfu holdings, was suspended from handling fund sales business for six months by Jiangsu Provincial Securities Regulatory Bureau due to violations.

In addition, the three shareholders of Innovative Medical Co., Ltd. challenged the major shareholders and proposed to remove all the existing six non independent directors and two supervisors; * the two shareholders of St Zoje proposed to remove the chairman of the board of directors dispute, and then performed a farce of beating lawyers in the general meeting of shareholders, which also caused a great stir in the capital market.

Different ways to seize power

In this war of seizing power, most of the small and medium-sized shareholders try to clean up the unfavorable factors for the listed companies, so that the enterprises can develop better.

However, whether effective results can be achieved is not known, but many listed companies are exhausted due to internal friction.

In the third quarter of this year, * ST Gaosheng achieved an operating revenue of 593 million yuan, down 9.65% year on year; the net loss attributable to shareholders of listed companies was 10.5409 million yuan.

*St BUSEN achieved an operating revenue of 283909977.91 yuan, a year-on-year decrease of 8.77%, and the net profit attributable to shareholders of the listed company was - 40028279.86 yuan.

The operating revenue of Xinjiahao is 31.0744 million yuan, down 3.68% year on year; the net profit attributable to shareholders of listed companies is - 9.31 million yuan.

If its a company with standardized governance, its very normal for the existing management to remove and replace shareholders because of investment miscalculation and insufficient capacity, which will drag down the development of listed companies. However, if its a rough seizing power and fighting inside , its difficult for the companys control right to make a smooth transition, and this change will even drag down the enterprise. On November 1, a strategic analyst of a medium-sized securities firm in South China pointed out in an interview.

In fact, there is no lack of such cases in the market, the analyst further pointed out. Enterprises that were originally very good in nature were eliminated by the industry because of internal friction and management turbulence

Of course, the decline of the performance of listed companies is also due to the poor quality of the enterprises themselves.

21st century economic reporter noted that compared with the wave of licensing four or five years ago, most of the listed companies in this years infighting had poor business performance or encountered bottlenecks, and even some of them were infringed by major shareholders, making the joint division of small and medium shareholders famous.

For example, the characteristics of the seized listed companies are more obvious - the ownership structure is scattered, and the majority shareholders cannot absolutely control. Small and medium-sized shareholders participate in various ways of listed company governance, including listing, uniting with other shareholders, passive upper position, cooperation with large shareholders, etc.

However, in recent years, with the stock market turmoil, tighter supervision and tight capital chain and other issues, we need a strong capital licensing method, which is not as active as usual. On the contrary, the practice of combining with many shareholders to seize the board of directors has become the main means for most minority shareholders to force the palace.

In many cases sorted out by reporters, the two shareholders of listed companies are the most active group in the forced Palace team, occupying this important role.

Its sources include outsiders who are familiar with capital operation, strategic investors who are trying to carry out industrial integration and development, and target assets shareholders who have been merged and acquired into listed companies in the early years.

The role of the two shareholders of the listed company is quite special. Although it has no controlling right, the number of shares it holds is second only to that of the major shareholders, and it also has a certain say in the companys business decision-making. When the major shareholders fall into a crisis or start to withdraw, the two shareholders are the most capable and most likely to replace the role. According to a Shanghai private equity source.

Investors who generally have plans for listed companies or recognize the value of listed companies, before gaining control of the company, are now accumulating experience as two shareholders, have a certain understanding of the company, and then start at the right time, which is actually a good strategy, advance can attack, retreat can defend

Where to go after chaos?

Whether it is the internal struggle caused by the unfair distribution of interests, or the joint uprising to force the reform of the company and improve the level of governance, or the painstaking efforts to prepare for industrial integration and seizing the discourse power of listed companies, it is undeniable that the small and medium-sized shareholders in the A-share market have begun to play an increasingly important role in the capital operation.

So, where can the small and medium-sized shareholders who are furious and indignant bring the listed company?

In fact, the situation of small and medium-sized shareholders competing for the right to speak is not rising in recent years. The most typical milestone case is the joint seizing power initiated by shenkangjia small and medium-sized shareholders in 2015.

On May 28, 2015, at the 2014 shareholders meeting of shenkangjia, four candidates for directors and independent directors nominated by small and medium shareholders successfully settled in the board of directors of shenkangjia by virtue of the cumulative voting mechanism, occupying an absolute majority in the board of directors with a total number of 7. After that, the directors elected by the small and medium-sized shareholders once took the position of chairman of the board.

However, Shuai is only three seconds.

Due to the lack of relevant senior management experience in the color TV industry, Zhang Min, a director nominated by small and medium-sized shareholders, resigned within 20 days as the chairman of the board of directors. In the 2015 semi annual report published in August 2015, shenkangjia lost 333 million yuan, while in the third quarter of governance of small and medium shareholders, shenkangjia lost 519 million yuan.

In the severe situation, the original management of shenkangjia began to try to eliminate the influence of small and medium shareholders in the board of directors. In September 2015, Liu Dans position as president of Konka Group was suspended, song Zhenhua, the director and vice president nominated by small and medium shareholders, resigned, and the original management of OCT and shenkangjia began to regain control.

Of course, there are also successful cases of seizing power. As mentioned earlier, * ST BUSEN successfully ushered in a new actual controller in September 2019.

Due to Zhao Chunxias running, the company fell into turbulence. In September this year, the former non independent director and non employee representative supervisor of * ST BUSEN submitted a written resignation report, and the matter of * ST BUSENs control power was ended. The forced Palace ended with Wang Chunjiang gaining actual control.

At present, the board of directors of * ST BUSEN has been re elected according to the proposal of Wang Chunjiang and others, but it is not clear where the companys operation will go. In fact, the success or failure of seizing power is closely related to the industrial resources and capital advantages of shareholders. If you dont know the industrial structure and the resources cant provide convenience for the listed companies, the control struggle will undoubtedly make the company worse. Of course, there are also shareholders who take control of listed companies only to do capital operation, instead of concentrating resources on listed companies, just as shell operation. The private sector said. The above analysts also pointed out that the most important thing is to improve corporate governance, through reasonable system configuration design, such as cumulative voting system, so that small and medium-sized shareholders can reasonably participate in the companys operation, express their opinions, and protect the interests of small and medium-sized shareholders. Source: responsible editor of 21st century economic report: Yang Zeyu

At present, the board of directors of * ST BUSEN has been re elected according to the proposal of Wang Chunjiang and others, but it is not clear where the companys operation will go.

In fact, the success or failure of seizing power is closely related to the industrial resources and capital advantages of shareholders. If you dont know the industrial structure and the resources cant provide convenience for the listed companies, the control struggle will undoubtedly make the company worse. Of course, there are also shareholders who take control of listed companies only to do capital operation, instead of concentrating resources on listed companies, just as shell operation. The private sector said.

The above analysts also pointed out that the most important thing is to improve corporate governance, through reasonable system configuration design, such as cumulative voting system, so that small and medium-sized shareholders can reasonably participate in the companys operation, express their opinions, and protect the interests of small and medium-sized shareholders.