Whether the fixed increase of palm shares is approved or not

category:Finance
 Whether the fixed increase of palm shares is approved or not


2. If the shareholders object, the fixed increase proposal is rejected

This miscarriage of the fixed increase has already had a clue.

At the end of May, when the board of directors of palm Co., Ltd. deliberated the fixed increase plan, Tang Qun and Wang Haigang, the directors appointed by Qixia construction, the second shareholder of the company, voted against the relevant proposal. The reasons for their opposition include: 1. Due to the companys performance loss in 2019 and the first quarter of 2020. 2. It is considered that the current stock price of the company is at the lowest level in history, and the current implementation of non-public offering of shares may damage the rights and interests of small and medium-sized shareholders. 3. If the companys share capital is further expanded at this stage, the companys earnings will be further diluted, and we are worried that it will be difficult to support the stock price, which will affect the companys image and the interests of the majority of shareholders.

Wang Haigang also said that the fixed increase price promoted by major shareholders of palm shares was too low, only 2.21 yuan per share, even lower than the companys net assets per share.

A little earlier, the palm company issued a fixed increase plan. It plans to issue no more than 350 million shares to the controlling shareholder Yuzi affordable housing at a price of 2.21 yuan per share, and the total amount of raised capital is no more than 773.5 million yuan. After deducting the issue expenses, all the shares will be used to supplement working capital and repay interest bearing liabilities.

According to the detailed equity report disclosed by palm on June 2, 2020, yuzibaofang signed the termination agreement of voting power entrustment agreement with Wu Guichang and Lin Congxiao on May 29, 2020. After the signing of this termination agreement, yuzibaofang will no longer own 8.32% of the voting rights of the listed company corresponding to the 123793991 shares held by Wu Guichang and 36567 held by Lin Congxiao, 374 shares correspond to 2.46% of the voting rights of the listed company.

At the same time, Yuzi affordable housing and listed companies signed the share subscription agreement with effective conditions, which was deliberated and approved by the eighth meeting of the Fifth Board of directors of the listed company and submitted to the general meeting of shareholders for deliberation. Yuzi affordable housing plans to subscribe for 350 million shares issued by the listed company in private. After the non-public offering, the number of direct shares of Yuzi affordable housing will increase to 544731418 shares, and the shareholding ratio will increase to 29.65%.

By the end of the first quarter of 2020, the majority shareholder of palm stock Yuzi affordable housing held 13.10% of the shares, and the second shareholder of palm shares held 11.87%, with no significant difference between them. If the revised fixed value-added tax scheme can be implemented, it will greatly widen the shareholding ratio gap between the two.

According to the data, Yuzi affordable housing belongs to the state-owned assets of Henan Province and is subordinate to the Department of finance of Henan Province. Last year, it officially owned palm shares. Qixia construction has been an important shareholder of palm shareholders for more than ten years. It is a listed company under the state-owned assets investment center of Qixia District, Nanjing city. It took a stake in palm shares in July 2008. Since palm shares were listed in 2010, Qixia Construction Co., Ltd. has participated in the subscription of additional issuance of palm shares and increased its holdings for many times. For ten years, the shareholding ratio has remained around 10%, and once tried to become the controlling shareholder of palm shares in 2018.

In September 2018, Qixia acquired 75.5237 million palm shares at the price of 4.699 yuan per share, with a total purchase price of 355 million yuan, and the shareholding ratio increased to 11.87%.

A month later, Qixia construction plans to purchase 5% to 8% of the shares from Wu Guichang, the then controlling shareholder of palm shares, and the persons acting in concert. If the deal goes well, Qixia construction will become the controlling shareholder of palm shares.

Yuzi affordable housing has put forward more favorable conditions, such as providing financing support equivalent to 1 billion yuan to palm shares, strengthening the cooperation with palm shares in traditional garden engineering business and ecological urban industry in Henan Province.

Since last year, Yuzi Holdings has successively carried out a number of major external financing guarantees and support for palm Co., Ltd., including 600 million medium-term notes, 700 million accounts receivable transfer, 3 billion insurance fund financing, and the upcoming 1 billion corporate bonds and asset securitization financing.

In terms of business, at the beginning of this year, palm has carried out the layout in Henan Province, including municipal engineering, housing construction, ecological town and other fields. At present, the business scale discussed has exceeded 50 billion yuan. Up to now, palm has won 14 major projects in Henan Province, with a total amount of more than 7.7 billion yuan.

So, does Qixia construction still intend to seek control when it opposes the fixed increase of major shareholders?

According to the companys understanding, Qixia construction has no intention of competing for controlling shares. Qixias opposition to the fixed increase bill is mainly based on concerns about the uncertainty of the companys operation and excessive expansion of its share capital, but there is no intervention in controlling shares. Palm shares related to the 21st century economic reporter said.

The financial report shows that since 2015, the balance of cash and cash equivalents of palm shares at the end of the year is more than 1 billion yuan, which is 1.02 billion yuan at the end of 2019. In the first quarter of 2020, it decreases to 543 million yuan, with a net decrease of 478 million yuan. In the first quarter, non current liabilities due within one year increased by 99.86% compared with the beginning of the year, mainly due to the transfer of long-term loans, bonds payable and long-term accounts payable due within one year during the reporting period. Other current liabilities increased by 60.98% compared with the beginning of the year, mainly due to the increase of non-financial institutions borrowing during the reporting period. If the fixed increase can be implemented, it will bring a lot of relief to the cash flow pressure of listed companies. The purpose of the fixed increase is not only to give support to listed companies, but also to consolidate control shares. On August 10, the person in charge of palm shares told the 21st century economic reporter. The controlling shareholders will continue to expand their shareholding through fixed increase or other means in the future, so as to further consolidate their controlling shares. The board of directors shall reconsider and re perform the plan in accordance with the provisions of the board of directors. In the future, the company will determine the relevant matters to be continued according to the actual situation. Its representation. Source: Yang Bin, editor in charge of economic report in the 21st century_ NF4368

The financial report shows that since 2015, the balance of cash and cash equivalents of palm shares at the end of the year is more than 1 billion yuan, which is 1.02 billion yuan at the end of 2019. In the first quarter of 2020, it decreases to 543 million yuan, with a net decrease of 478 million yuan. In the first quarter, non current liabilities due within one year increased by 99.86% compared with the beginning of the year, mainly due to the transfer of long-term loans, bonds payable and long-term accounts payable due within one year during the reporting period. Other current liabilities increased by 60.98% compared with the beginning of the year, mainly due to the increase of non-financial institutions borrowing during the reporting period.

The controlling shareholders will continue to expand their shareholding through fixed increase or other means in the future, so as to further consolidate their controlling shares. The board of directors shall reconsider and re perform the plan in accordance with the provisions of the board of directors. In the future, the company will determine the relevant matters to be continued according to the actual situation. Its representation.