A-shares reproduce the "sky-high divorce"!
After the market on January 11, Changchun High-tech announced that the company recently received a notice from shareholder Jin Lei, and learned that Jin Lei and Wang Simian had gone through the procedures for dissolving their marriage by agreement, and Jin Lei planned to hold the company 3001410,000 shares, accounting for about 7 of the company's total shares42%, divided into Wang Simian's name. According to the latest ** price calculation, the corresponding market value of the shares to be divided by Jin Lei is as high as 400.4 billion yuan.
It is worth mentioning that Jin Lei is the "soul of Changchun High-tech", the founder of Jinsai Pharmaceutical, an important subsidiary of Changchun High-tech, and is now the second largest shareholder of Changchun High-tech. In October 2023, he ranked 585th in the "2023 Hurun Report" with a wealth of 10 billion yuan.
The second shareholder of Changchun High-tech intends to distribute the shares to his ex-wife
The market capitalization is about 4 billion
Changchun High-tech announced that the company recently received a notice from Jin Lei, a shareholder of more than 5% of the company's shares, and learned that Jin Lei and Wang Simian had gone through the procedures for dissolving their marriage by agreement and made arrangements for the division of shares. Jin Lei intends to hold 3001410,000 shares, accounting for about 7 of the company's total shares42%, divided into Wang Simian's name.
As of January 11**, Changchun High-tech shares were quoted at 133$41 shares,3001The market value of 410,000 shares is about 400.4 billion yuan.
After this change in equity, Jin Lei holds 463150,000 shares, accounting for about 114%, no longer a shareholder of more than 5% of the company's shares; Wang Simian holds 3001410,000 shares, accounting for about 7% of the company's total share capital42%, becoming a shareholder of more than 5% of the company's shares.
Changchun High-tech said that the change in equity will not lead to a change in the company's controlling shareholder and actual controller, and will not involve a change in the company's control. It will not affect the operation and management of the company.
It is worth mentioning that Changchun High-tech announced that since the change in the rights and interests of Changchun High-tech shareholders due to the dissolution of marriage, Jin Lei and Wang Simian will still act in concert and will not hold Changchun High-tech in any way within 12 months of completing the relevant procedures for the non-transaction transfer of shares, including the shares generated by the company's shares during the commitment period due to the conversion of capital reserve to share capital, distribution of dividends, allotment, and additional issuance.
According to Red Star News, the reporter inquired about Changchun High-tech's third quarter report in 2023 and noticed that as of September 30, 2023, Jin Lei was the second largest shareholder of Changchun High-tech.
According to the Daily Economic News, the reporter learned from Changchun High-tech that although the equity division is an act of disposing of personal property rights, the two parties have made clear explanations and commitments on specific matters such as the exercise of shareholders' rights and the failure to comply with relevant regulatory regulations within a certain period of time; The equity split has no impact on Dr. Jin Lei, as the general manager of Jinsai Pharmaceutical, and presides over the operation and management of Jinsai Pharmaceutical.
The "soul character" of Changchun High-tech
It is worth mentioning that Jin Lei is the "soul of Changchun High-tech" and the founder of Jinsai Pharmaceutical, an important subsidiary of Changchun High-tech.
According to the data, in October 2023, he ranked 585th in the "2023 Hurun Report" with a wealth of 10 billion yuan.
According to public reports, Jin Lei is a native of Nanchang, Jiangxi Province, graduated from Peking University in 1985, and later completed his doctorate in the United States and joined Genentech to engage in genetic engineering research on growth hormone.
Genentech is the originator of the biotechnology industry, and in 1996, Jin Lei returned to China to start his own business after winning the "Kraven Prize", the highest honor in the American biology industry.
At that time, Changchun High-tech took a fancy to Jin Lei and invested 60 million yuan to establish Jinsai Pharmaceutical, the main product of which was growth hormone. Jin Lei is a shareholder of technology, and the two parties hold the shares respectively, and another natural person holds 6% of the shares.
Jinsai Pharmaceutical officially launched the first domestic growth hormone in 1998, and has become a leading domestic growth hormone company for more than 20 years, with a market share of nearly 75% in 2022.
The rapid growth of Jinsai Pharmaceutical for more than 20 consecutive years has promoted the share price of Changchun High-tech to a new high.
In 2018, because the equity relationship between Changchun High-tech and its subsidiary Jinsai Pharmaceutical was not straightened out, there was once news of Jin Lei's departure. In 2019, Changchun High-tech and Jinsai Pharmaceutical carried out a share exchange, and after the transaction was completed, Chaoda Investment (state-owned assets, major shareholder of Changchun High-tech) and Jin Lei respectively held Changchun High-tech. 65% equity.
After many times, Jin Lei still holds 8With 56% of the shares, it is the second largest shareholder of Changchun High-tech.
In 2020, Changchun High-tech also received a letter of concern from the regulator because of Jin Lei's remarks. At that time, a leaked survey minutes showed that Jin Lei, the second largest shareholder of Changchun High-tech, said that "due to the need to pay 1 billion yuan in taxes, it will be done at the end of the year" and also said that the performance growth rate may be lowered.
Subsequently, the Shenzhen Stock Exchange issued a letter of concern to it, requiring Changchun High-tech to explain the relevant remarks. Changchun High-tech said in the third quarterly report forecast released that the company has not received its report on the first arrangement.
At present, Jin Lei still serves as the general manager and chief scientist of Jinsai Pharmaceutical, but does not hold a position in Changchun High-tech.
The regulator has regulated the handling of shares involved in divorce
In response to the "divorce**", the regulator has previously made clear provisions.
On August 25, 2023, the Shanghai and Shenzhen Stock Exchanges answered questions from investors on the application of the "Implementation Rules for the Shares of Shareholders, Directors, Supervisors and Senior Managers of Listed Companies" (hereinafter referred to as the "Detailed Rules"), clarifying that if a major shareholder distributes shares due to divorce, termination of a legal person or unincorporated organization, company division, etc., the transferor and transferee shall merge and continue to share the quota of the major shareholder.
In answering investors' questions, the Shanghai and Shenzhen Stock Exchanges elaborated on the application of major shareholders, directors, supervisors and senior executives after the distribution of shares due to divorce, termination of legal persons or unincorporated organizations, company division, etc.
Specifically, if the major shareholder distributes shares due to divorce, termination of a legal person or unincorporated organization, company division, etc., the transferor and the transferee shall combine to calculate and determine the identity of the major shareholder, and it is necessary to continue to share the quota of no more than 1% in any 90 consecutive natural days of centralized bidding transactions of major shareholders and no more than 2% of any 90 consecutive natural days of block trading, and perform the pre-disclosure obligations of centralized bidding of major shareholders respectively.
If the directors, supervisors and senior executives divide the shares after the divorce, the shares transferred by the transferor and the transferee shall not exceed 25% of the total number of shares of the company held by them each year during the tenure of the directors, supervisors and senior executives, and the pre-disclosure obligations of the directors, supervisors and senior executives shall be fulfilled respectively. If a director or supervisor resigns before the expiration of his or her term of office, both the transferor and the transferee shall comply with the restrictive provisions of Article 12 of the Detailed Rules.
At the same time, if a major shareholder, director, supervisor or senior executive intends to distribute shares due to divorce, termination of a legal person or unincorporated organization, division of the company, etc., the relevant circumstances shall be disclosed in a timely manner. Before the transfer of the distribution of shares by the major shareholder, the listed company shall urge the transferor and the transferee to agree on and disclose the quota distribution plan; If it fails to be agreed, the parties shall determine the follow-up quota according to their respective shareholding ratios and disclose it.
Previously, the China Securities Regulatory Commission issued the "Heads of Relevant Departments Answer Questions from Reporters on Matters Related to the Divorce and Partition of Shares of Shareholders of Listed Companies", requiring major shareholders, directors, supervisors and senior executives to distribute shares due to divorce, termination of legal persons or unincorporated organizations, company division, etc., all parties should continue to jointly abide by the relevant provisions on shares, and shall not circumvent the restrictions in any way such as divorce, dissolution and liquidation, division, etc.
*丨Public information, brokerage China, Red Star News, Daily Economic News.
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This issue is edited by Li Yutong.
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