"It is necessary to plug the loopholes such as technical divorce. Wu Qing, chairman of the China Securities Regulatory Commission, made a statement at the second meeting of the 14th National People's Congress on March 6, which aroused the market's attention to the "sky-high divorce".
There are indeed more and more capital tycoons who have parted ways. At the beginning of 2024, there will be 4 listed companies, including Changchun High-tech, "Northeast Medicine Mao", and "* Nursing Leader" Reliable Shares, which have successively issued divorce announcements for important major shareholders of the company.
Talking about feelings hurting money, Lao Yan's separation is not only the end of feelings, but also the division of equity of listed companies. It is not surprising that the sky-high "break-up fee" of nine figures is at every turn.
Shareholders are also heartbroken, as a community of destiny for listed companies, everyone is worried about stock price fluctuations. Discussions related to "sky-high divorce" are always intense. After all, if you really passively follow the "share money" because of this, it is really uncomfortable.
Looking at it this way, the divorce of the major shareholders of listed companies should indeed be "managed".
Figure Worm Creative.
"Sky-high divorce".
has been in the same boat for more than 20 years, but love still "disappears".
On February 28, "* Nursing Leader" Reliable Co., Ltd. announced that the company's actual controllers, Jin Liwei and Bao Jia, had gone through the procedures for dissolving their marriage.
This self-made entrepreneur couple chose to "divide equally". According to the price on February 29, the corresponding market value of the listed company ** held by Jin Liwei and Bao Jia after the divorce was 70.5 billion yuan, 68.2 billion yuan.
A split of shares also inevitably involves the division of powers. After the division was completed, the actual controller of the company changed from a husband and wife to Jin Liwei.
Huang Qirui, the chief lawyer of Beijing Quanrui Law Firm, explained to China News Weekly that according to relevant regulations, if there is no special agreement between the husband and wife, the listed company ** obtained during the existence of the husband and wife relationship belongs to the joint property of the husband and wife, and it is generally divided equally in the divorce. When dividing, if the negotiation fails or there is difficulty in distributing according to the market price, the people's court may be requested to distribute proportionally according to the quantity.
According to the latest 2023 performance forecast released by Reliable Shares, the company expects the net profit attributable to shareholders of listed companies in 2023 to be 17 million yuan to 25 million yuan, and the performance will turn losses into profits; In June this year, the shares of listed companies held by Jin Liwei will be lifted from listing and circulation.
The relationship "just happened" to be shattered in the ** window period when the performance improved, how much raised questions, whether it intends to cash out at a high level during the rising period of the stock price? What's more, the reliable shares have been listed for less than three years. Many investors ask rhetorically: Are reliable stocks reliable?
Coincidentally, Changchun High-tech also announced on January 11 this year that Jin Lei, a shareholder of more than 5% of the company's shares, and Wang Simian have divorced by agreement, and Jin Lei will split 30014129 shares of the company to Wang Simian, and the value of the above shares will exceed 4 billion yuan according to the stock price on the day.
Behind the ten-figure "break-up fee" price, there is also a change in rights. Previously, Jin Lei held 8% of the company's total share capital56%, and after the divorce, Jin Lei intends to hold 742% of the shares were handed over to Wang Simian, and his ex-wife also replaced him as the second largest shareholder of Changchun High-tech.
The market reacted strongly to this. On January 12, Changchun High-tech's share price dived at the opening and fell 630%。
Zheng Zhigang, a professor at the School of Finance and Finance of Renmin University of Chinese, analyzed to China News Weekly that the reason why we talk about "divorce" is that all kinds of true and false divorces are really bothering investors.
In Zheng Zhigang's view, the shares after the divorce are the focus of shareholders' concerns. The major shareholders of listed companies, as a "key minority", have emotional changes at some specific nodes, and are often questioned by investors as being disguised through "technical divorce", or even evading debts and preserving assets.
Taking Changchun High-tech as an example, there will be sentiment in the market not only because Jin Lei is the "soul of the company's core business", but more importantly, Jin Lei has indeed cashed out frequently in recent years. According to incomplete statistics, in 2020 and 2021, he has accumulated nearly 5.2 billion yuan.
So will the 4 billion yuan** distributed to his ex-wife also end up being cashed out? Some shareholders are worried.
It is normal for investors to have pessimistic expectations, after all, if one of the parties fades out of the company's operation, the associated selling behavior is indeed worrying. Zheng Zhigang pointed out.
Breakup, true vs. false
After all, behind the divorce and separation is the transfer of rights and interests of real money, which is related to the stability of listed companies, and shareholders cannot be blamed for being overly sensitive.
Liu Xinyuan, a lawyer at Shanghai Qinbing (Beijing) Law Firm, further said that the major shareholders of listed companies have a more important impact on the company's business development strategy and profitability, and their actions have also become an important correlation factor for small and medium-sized shareholders to invest. ”
According to incomplete statistics from China News Weekly, in 2023, 11 listed companies will be exposed to the company's major shareholders involved in equity splits due to divorce, a new high since 2021. In the past two months since the beginning of 2024, there are as many as 4 companies that have had major shareholder divorces, including Reliable Shares, Changchun High-tech, Tonghui Information, and Vinegar Shares.
Among them, the most influential is the divorce of Internet tycoon Zhou Hongyi. On April 4, 2023, Zhou Hongyi, chairman of China's cybersecurity leader 360, and Hu Huan officially announced their divorce. The consideration is that Zhou Hongyi intends to personally hold 625% of the shares were transferred to the name of his ex-wife, and this part of the equity was worth nearly 9 billion yuan at that time. At that time, "Zhou Hongyi's divorce and breakup fee reached 9 billion yuan" appeared on the hot search.
Although 360 announced Zhou Hongyi and Hu Huan's commitment not to be ** within a certain period of time, the outside world still has some doubts. At that time, ChatGPT was becoming popular, and the stock price of 360 rose sharply with the blessing of the concept of artificial intelligence. In the first three months of 2023 alone, the company's share price has nearly doubled.
The company's stock price is at a soaring high, and Lao Zhou has emotional problems, is it really a coincidence? "Many investors are puzzled by this.
The record of the "highest break-up fee" of A-shares is held by Kangtai Biotechnology. In May 2020, Du Weimin, the actual controller of Kangtai Biology, planned to divide his property directly due to divorce6.1 billion shares of the company (accounting for 23.3 of the company's total share capital.)99%) was divided and transferred to the name of his ex-wife Yuan Liping (Yuan Liping). Based on the stock price at that time, the market value of these shares was as high as nearly 23.5 billion yuan.
It is worth noting that in order to ensure the stability of the company's control, Yuan Liping and Du Weimin signed the "Persons Acting in Concert and Voting Rights Entrustment Agreement" and other documents. In this regard, Zheng Zhigang explained that the situation of dividing money without dividing power occurs from time to time, and some shareholders will sign the "Proxy Voting Rights Agreement" to ensure the stability of the company's operation.
Emotional issues are a private matter, and there is nothing wrong with dividing property. But looking further, it is worth watching whether there will be a similar phenomenon of "detour" in the future.
Huang Qirui explained that the so-called "detour" is the shareholder of a listed company through divorce property division to circumvent the restriction and achieve the purpose of the shares of the listed company, "This behavior violates the company's laws and regulations and harms the interests of listed companies and other investors." ”
According to the "Several Provisions on the Shares of Shareholders, Directors, Supervisors and Senior Executives of Listed Companies" issued by the China Securities Regulatory Commission in May 2017, major shareholders, directors, supervisors and senior executives of listed companies who plan to trade ** shares through centralized bidding on the ** exchange shall report to the ** exchange and disclose the ** plan in advance 15 trading days before the first sale, and the ** exchange shall file it.
The shareholding ratio of major shareholders of listed companies is generally more than 5% of the total shareholding, and the equity is distributed under this evaluation condition, but the shareholders below 5% are "not required to record" when **.
For example, in July 2022, Zhu Zhengyao, director of Martian, divided 18.6 million shares of the company into Yu Huili's name due to divorce and property division, and Yu Huili held 459% of the shares, Zhu Zhengyao's shareholding ratio has also dropped to 331. The shares of both parties are less than 5%. Based on the stock price at that time, the break-up fee was worth more than 600 million yuan.
A year after the divorce, the Martian's 2023 semi-annual report shows that Yu Huili's shareholding ratio has increased from 459% to 352%。
At that time, in accordance with the above provisions, Yu Huili was a shareholder of less than 5% of the company's shares, and she did not need to disclose the plan in advance. The conditions for all-unlimited sale** are also more silky, and shareholders can only "realize after thinking" in the company's financial report.
What is "reassurance"?
For the major shareholders of listed companies, the breakup is not only a matter of two people, and the impact is not limited to the increase or decrease of property, but also involves the care of the company's stock price, the maintenance of shareholders' rights and interests, and the confidence of market stability.
The regulator has clearly responded to the hot concerns about technical divorce and sent "peace of mind". On the afternoon of March 6, the second session of the 14th National People's Congress held a press conference on economic themes, and Wu Qing, chairman of the China Securities Regulatory Commission, made it clear that it is necessary to standardize the relevant system loopholes for technical divorce, securities lending and selling, and refinancing. It is necessary to severely crack down on major shareholders and actual controllers who violate laws and regulations and crack down on them in accordance with the law.
How to avoid detours that harm the rights and interests of shareholders**? For the divorce property division type, the supervision has made clear provisions.
On August 25, 2023, the Shanghai and Shenzhen Stock Exchanges answered investors' questions on the application of the "Implementation Rules for the Shares of Shareholders, Directors, Supervisors and Senior Managers of Listed Companies", 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 of the shares shall merge and continue to share the quota of the major shareholder.
Liu Xinyuan explained to China News Weekly that this means that although the divorce of the major shareholder of the listed company led to the transfer of shares, the husband and wife still combined the identity of the major shareholder and shared the same ** quota.
In layman's terms, the prevention and control measures taken by the CSRC are "looking at stocks and not people". Even if the major shareholder is divorced, the shares of the husband and wife should be calculated together, and the same statutory quota shall be shared, and the quota shall be subject to upper limits and procedural requirements. In this way, major shareholders are strictly prohibited from detouring and cashing out in violation of regulations.
Zheng Zhigang further pointed out the importance of information disclosure of listed companies. He believes that the disclosure of the divorce of major shareholders of listed companies should be more comprehensive, not only clarifying how the equity is distributed, but also disclosing what specific agreements have been reached between the two parties and whether they have launched no commitments, which will also help investors reasonably adjust their expectations.
It's just that the reality of feelings has always been watching the fire from the other side. Huang Qirui pointed out that the current attitude of the regulatory authorities to the detour of shareholders of listed companies is clear, but in reality it is difficult to define whether it is because of the breakdown of the relationship or the divorce to achieve the goal.
Reference: A-share 100 million yuan "divorce bill", reading, 2024-03-04
Author: Yu Shengmei.