Handing Yu Yu Urgently Adjusted The "Control Transaction Structure", Suspicions After 80 Star Entrepreneurs Left The Issue Left Multiple Trend Signals.

Late in November 7th, 300300.SZ announced the announcement of a plan to change the controlling shareholder and the actual controller.

This announcement dramatically overturned a day's equity transfer plan.

The key point of the announcement in the evening of November 6th is that Wu Yan, the controlling shareholder and real controller of Han Ding Yu woo, transferred 15% of the shares of the listed company and 10% of the shares to the voting rights, and irrevocably gave up the corresponding voting rights of the other 5.34% shares. The total price was 1 billion 50 million yuan, and the control of handing Yu Yu was transferred to the Pingtan innovative equity investment partnership (the limited partnership is hereinafter referred to as "Pingtan venture capital").

In a short trading day, in the new plan, Wu Yan withdrew part of the voting rights plan and gave up the voting rights of the remaining 15.34% shares.

"There should be some pressure on the proposal," an analysis of an investment bank in Beijing said. This adjustment seems to be "irrelevant" and the investment banking institutions have actually adjusted the "usual trading structure".

Under the background of frequent occurrence of A shares' cash in the market, the regulation is very sensitive and intriguing to see whether there will be new regulatory measures in the framework of trading structure.

And Han Ding woo, as the champion of the Post 80 star entrepreneur, has more stories behind it.

In November 8th, the economic report reporters on twenty-first Century told the head of Han Ding Yu Yu, who said, "the progress of the transfer of shares will be further disclosed."

Trading structure adjustment

The focus of the market, from "circumvention" to "circumvention of tender offer", is actually a reversal of the wind direction of the capital market.

In the past, when avoiding the "backdoor" craze, the securitization of assets ended in a huge impulse. The price of "shell" went up all the way, and new rich people sprung up like mushrooms.

The plan adjustment of Han Ding Yu has focused on the transaction framework of this case.

In the evening of November 6th, Han Ding Yu announced that the controlling shareholder and real controller Wu Yan was going to sell 15% of the shares to Pingtan venture capital in cash 1 billion 50 million yuan. At the same time, Wu Yan also plans to entrust another 10% shares to the Pingtan venture capital company in charge of the voting rights of the other 10% shares, the Pingtan comprehensive experimentation area, Kim Rong Holdings Group Limited ("Pingtan gold control"), and unconditionally and irrevocably abandonment of the voting rights of the other 5.34% shares.

At the same time, Wu Yan's unanimous action, handing Yu woo Group Limited (hereinafter referred to as the "Yu you group") also gave up the voting rights corresponding to its 2.25% shares.

After this operation, Pingtan venture capital and its concerted action held 25% voting rights and were promoted to controlling shareholders. The listed company's real controllers also changed to the State Assets Management Bureau of Pingtan comprehensive experimentation area in Fujian province.

However, on the 7 day of the night, Wu Yan withdrew the plan of "partial voting rights and partial giving up voting rights" and completely abandoned the voting rights of the remaining 15.34% shares.

Wu Yan's unanimous action, woo woo group, will also give up the voting rights corresponding to its total number of shares (7.24%).

Despite the adjustment of the plan, the fact that Han Ding Yu control will change will not change. The State-owned Assets Management Bureau of Pingtan comprehensive experimentation area will become the new head of the listed company.

What's behind the big shareholder of Han Ding Yu?

In November 8th, Zhao Yixiang, a lawyer at the lawyer's office, analyzed to the reporter of twenty-first Century economic report that "the shareholding ratio of the controlling shareholder of the listed company is 30.34%. The original transaction plan is to sell 15% of the shares, plus 10% of the voting rights and 5.34% of the voting rights. The exchange may feel that under such a trading scheme, the transferee has evade the offer, so the subsequent trading parties will adjust the trading plan to the voting rights of the original controlling shareholders to abandon the shares held by the remaining listed companies.

He pointed out that "in a similar case of equity transfer, the exchange will generally be more concerned about avoiding the tender offer, and if it is sometimes not recognized, the parties to the transaction will have to modify the trading plan".

In addition, a lawyer who did not want to be named in a large law firm in Beijing told the twenty-first Century economic news reporter that "regulatory requirements are not excluded".

"In recent years, there have been many cases of voting rights, many of which are part of the transfer of shares, partly through the right to vote, making the transferee a real controller of listed companies," the lawyer said.

However, a day later, the plan was adjusted, and Wu Yan's "partial voting rights and partial abandonment of voting rights" were declared empty.

The adjusted plan shows that after the transfer of the agreement is completed, Wu Yan still holds 15.34% of the shares, and will give up the exercise of his corresponding voting right unconditionally and irrevocably, nor will he entrust any other party to vote on the shares. Wu Yan's unanimous action Yu Yu Group will discard the voting rights of all the shares held by him (7.24%).

Despite the adjustment of the plan, the fact that Han Ding Yu control will change will not change. The State-owned Assets Management Bureau of Pingtan comprehensive experimentation area will become the new head of the listed company.

In November 8th, Zhao Yixiang, a lawyer at the lawyer's office, analyzed to the reporter of twenty-first Century economic report that "the shareholding ratio of the controlling shareholder of the listed company is 30.34%. The original transaction plan is to sell 15% of the shares, plus 10% of the voting rights and 5.34% of the voting rights. The exchange may feel that under such a trading scheme, the transferee has evade the offer, so the subsequent trading parties will adjust the trading plan to the voting rights of the original controlling shareholders to abandon the shares held by the remaining listed companies.

He pointed out that "in a similar case of equity transfer, the exchange will generally be more concerned about avoiding the tender offer, and if it is sometimes not recognized, the parties to the transaction will have to modify the trading plan".

In addition, a lawyer who did not want to be named in a large law firm in Beijing told the twenty-first Century economic news reporter that "regulatory requirements are not excluded".

"In recent years, there have been many cases of voting rights, many of which are part of the transfer of shares, partly through the right to vote, making the transferee a real controller of listed companies," the lawyer said.

Fujian's local state assets take over.

According to the announcement, the Pingtan venture capital company, which took over the listed company, was established in October 28th this year. It is registered in the comprehensive experimentation area of Pingtan, Fujian, and is controlled by the national comprehensive Assets Management Bureau of Pingtan.

Pingtan is the fifth largest island in China and the largest island in Fujian. The Pingtan comprehensive experimentation area is also the closest area of the mainland to Taiwan island.

Qixin Bao shows that the State-owned Assets Management Bureau of Pingtan comprehensive experimentation area has held 64 enterprises such as Pingtan comprehensive experimentation area city investment and Construction Group Co., Ltd., Pingtan Comprehensive Transportation Investment Group Co., Ltd. (Pingtan exchange), Pingtan Comprehensive Tourism Group Co., Ltd.

Looking back, in April 25, 2016, a notice in 000725.SZ announced the figure of Fujian's local state capital in the capital market: 4 subsidiaries of BOE subsidiary, Pingtan joint venture, Pingtan comprehensive experimentation area, State-owned Assets Investment Group Co., Ltd. (Pingtan state investment), 300324.SZ, Rongxin (Fujian) Investment Group Co., Ltd., and jointly set up a life insurance company, Pingtan Xiang life insurance Limited by Share Ltd, in Fujian Pingtan Pingtan. All parties hold 20% stake.

In the November 6th announcement, Han Ding Yu said that the introduction of state-owned strategic investors as the real controller of the company will change the nature of the company from a private enterprise to a state holding enterprise. In the future, it is expected to strengthen the debt financing ability of the company, help expand the company's financing channels, increase its financing capacity, reduce the financing cost, and ensure the sustained and rapid development of the company's business.

However, up to now, uncertainties in trading still exist.

Of the shares transferred by Wu Yan agreement, 160 million shares are still in pledge, accounting for 23.58% of the total share capital of listed companies.

Moreover, in the first three quarters of 2019, the net profit of Han Ding Yu's deduction was 11 million 710 thousand, and the two sides also set up performance gambling in the transfer of shares.

The transfer side Wu Yan promised that Han Ding Yu's revenues from 2019 to 2021 were no less than 784 million yuan, 1 billion 20 million yuan, and 1 billion 325 million yuan respectively, with net profits of not less than 137 million yuan, 151 million yuan and 166 million yuan respectively, and the net profit after deduction was positive every year.

The "difficult retreat" of entrepreneurial couples

The performance pledge agreement, although it can escort the successful completion of the transfer of Han Ding woo control, has led to a certain variable in the governance structure of the listed companies in the later stage.

According to the trading structure, Pingtan venture capital has the right to control the listed company, but the intriguing detail is that the premise of Wu Yan's performance commitments is that Pingtan venture capital does not interfere with the normal operation of listed companies, and the general manager of the performance pledge period is appointed by Wu Yan and ensures that the management level is stable for at least three years.

"The right to quit control is still responsible for the main business of three years, and this guarantee itself has many contradictions." The above Beijing investment bankers pointed out.

If Han Ding woo fails to meet the expected performance during the commitment period, Wu Yan will make an annual compensation of RMB 17 million 500 thousand yuan for Pingtan venture capital.

"State assets require listed companies to give performance commitments, mainly in terms of valuation," an investment bank analyst pointed out. "The transferor and the transferee must have different priorities. The transferor pays more attention to the price of the transfer of equity, and when the risk of the transaction will be gained, while the transferee will consider more about the proceeds after equity interest, and the possibility of future asset injection."

The other side of the story is more thought-provoking.

Wang Qicheng, Wu Yan, as a post-80s entrepreneur, has set the top 2016 Richland list after 24 billion 500 million.

Wu Yan also won the honorary title of "2016 Chinese business woman, business world Magnolia".

The story of the spread of the market is that Han Ding Yu Yu was founded in 2002, started with smart city, relying on intelligent software development, system integration, post maintenance and other technical services in building, transportation, medical, cultural and creative fields. During the ten years, Han Ding woo achieved the top ten of the industry, and the company landed at the Shenzhen Stock Exchange in March 2012.

After the listing, Han Ding woo set up subsidiaries, and related companies to invest in mergers and acquisitions related businesses, and laid out games, film and television, art education and other fields. In addition, handing Yu Yu group controls two platform companies: Yu you media and Han Ding woo capital.

"In recent years, companies have been involved in games, film and television, business and other fields, but they are not doing very well. Handing Yu woo started with smart city. The gene is a To C business directly oriented to consumers from To B, which is not what we are good at. Having understood this, we later transferred the direction of development. In June this year, Wang Qicheng, founder of handing Yu woo, also mentioned in the media interview of Hangzhou headquarters that the company will deeply cultivate smart cities and intelligent medical care in the future.

The situation is changing, and it is another look.

In addition to the equity transfer, Wu Yan transferred 5% and 5.01% stake to Sichuan Pu Xin Rong Rong investment limited liability company and Jiangsu Lian Feng investment and Development Co., Ltd. in November 2018 and March this year, respectively, and the transaction price was 367 million yuan and 364 million yuan respectively.

Not only that, flush data show that from October 2018 to October this year, Wu Yan accumulated 46 million 862 thousand and 200 shares of stock holdings, cash sets of about 490 million yuan.

Based on this rough calculation, including the 1 billion 50 million yuan transfer of shares, Wu Yan accumulated cash in one year will reach 2 billion 270 million yuan.

(Editor: Li Xinjiang)