However, the dispute between Shenzhen Jifu and *ST Meiyan's 8.4% equity initiated by employees of GF Securities has not been decided after two closed-door trials since it was opened in September last year. A legal person who asked not to be named told the National Business Daily: "The subject matter and influence of this case are relatively large, and it is difficult for the court to judge, so it is dragged on." So what's keeping the case going for a long time? According to informed sources, *ST Mei Yan gnawed at Shen Jifu's three major pain points, making it "difficult to move".
Dispute 1
When was Shenzhen Jifu founded?
"Shenzhen Jifu still owes Mei Yan100,000 yuan for the transfer." The plaintiff's lawyer's opinion in court was shocking. Why is there still100000 yuan unpaid for the equity transferred in 2004?
The reporter called Li Xiong, the attorney of *ST Meiyan, and he expressed his personal views on the transfer of100,000 yuan. "The so-called 1 00000 yuan transfer payment paid by GF Securities Trade Union on September12004 is only an invalid equity transaction that cannot be finally implemented because the transferee does not exist."
According to Li Xiong, it was not established when Shenzhen Jifu entrusted Guangfa Securities Trade Union to pay *ST Meiyan100,000 yuan. "If not, there is no ability. How to entrust? " Regarding the transfer deposit of RMB 6,543,800,000 yuan obtained by *ST Mei Yan from GF Securities Trade Union, Li Xiong said: "The mistakes made by Mei Yan as the transfer payment of Jifu's equity can only be regarded as the mistakes made by financial personnel who lack basic legal knowledge. That amount can only be regarded as unjust enrichment of invalid equity transfer at most. "
According to the data, on September 1 day, 2004, Guangfa Securities Trade Union was entrusted by Shen Jifu to pay a transfer deposit of *ST Meiyan100000 yuan.
However, the reporter learned from authoritative sources that Shenzhen Jifu had provided relevant evidence to the court, indicating that Shenzhen Jifu had obtained the Reply of Shenzhen Municipal People's Government on Establishing Shenzhen Jifu Venture Capital Co., Ltd. by way of sponsorship on August 19, 2004, and believed that the company had the ability to entrust Guangfa Securities Trade Union to pay on its behalf since August 19. At the same time, GF Securities Trade Union also testified that, entrusted by Shenzhen Stock Exchange, it paid 1 00000 yuan to *ST Meiyan on September, 2004.
It is reported that on September 13, 2004, Shenzhen Jifu and *ST Meiyan signed an 8.4% equity transfer contract of GF Securities at a transfer price of 1.2 yuan/share, totaling about 202 million yuan. On February 26th of the same year, 12, Shenzhen Jifu and *ST Meiyan signed the Supplementary Agreement on Share Transfer Agreement again. The two parties agreed that if Shenzhen Jifu could not complete the equity transfer due to the examination and approval of shareholding qualification, Shenzhen Jifu could transfer the equity to a third party, and *ST Meiyan would cooperate with relevant procedures.
So when was Shenzhen Jifu established? The reporter consulted the related information of industrial and commercial registration in Shenzhen Jifu. Shenzhen Jifu was established on September 7, 2004, initiated by 2 126 employees of GF Securities, with the participation of Dong Zhengqing and Wang Zhiwei. The company has a total share capital of 248 million shares and a registered capital of 248 million yuan. Shenzhen Jifu was established almost overnight to resist the tender offer of CITIC Securities (600030, Share Bar).
Regarding Shenzhen Jifu's approval to be established on August 19, 2004, Li Xiong thought: "That's just a birth permit. As a civil subject with civil capacity, Jifu can only count from the date when Shenzhen Industrial and Commercial Bureau issued the business license on September 7, 2004, and the entrustment before that date is invalid. "
Shenzhen Jifu entrusted Guangfa Securities Trade Union to pay 1000000 yuan on his behalf before his death, which made *ST Mei Yan bite hard. Li Xiong said: "Even if the contract signed by Mei Yan and Shen Jifu is valid, according to the agreement, if the transfer money is not paid within 20 days, Mei Yan has the right to terminate the contract."
Controversy 2
Does the third party taking over the offer represent the holder?
On June 6th this year, at 65438, the case of *ST Mei Yan recovering the equity of GF Securities was not heard in public for the second time. It is reported that the Higher People's Court of Guangdong Province has issued subpoenas to four third-party companies, including Guangzhou Golden Hi-Tech Industry Group, which has accepted the equity of Shenzhen Jifu 12.55%, but no transferee appeared in the trial. So the four transferred people spread like wildfire.
*ST Mei Yan executives said in an interview with reporters that "the four third parties are actually holding on behalf of them, and they have nothing to do with them, so they will not come." The executive told reporters that Shenzhen Jifu still got the equity dividend of GF Securities in 2007, and said it was an open secret in the securities circle. According to the data, on June 20, 2006, Shenjifu signed an equity transfer agreement with four third parties, including Guangzhou Golden Hi-Tech Industry Group, at a price of 2 yuan per share. On June 27th, 2006, Shenzhen Stock Exchange requested Guangdong Supervision Bureau to transfer the 2.55% equity of GF Securities/KLOC-0 to four third parties, including Guangzhou Golden Hi-Tech Industry Group, at the price of 2 yuan per share.
In the previous written reply to the media, GF Securities emphasized that according to the agreement, Shenzhen Stock Exchange has the right to transfer the transferred equity to a third party, and *ST Mei Yan has the obligation to cooperate, and said that the equity transfer procedure was completed in August 2006.
According to informed sources, at present *ST Mei Yan has asked the Guangdong Provincial High Court for relevant evidence, including bank transfer of equity transfer funds between Shenzhen Jifu and four third parties, and profit dividends paid by GF Securities to Shenzhen Jifu and four third-party shareholders from 2004 to 2008, but at present *ST Mei Yan has not received the relevant reply from the court.
Controversy 3
Is the equity transfer approved by the CSRC?
Does the equity transfer between Shenzhen Jifu and *ST Meiyan need the approval of CSRC? This is the third heated debate between *ST Mei Yan and Shenzhen Stock Exchange. According to Article 129 of the Securities Law of People's Republic of China (PRC): "The establishment, acquisition or cancellation of branches, change of business scope or registered capital, change of shareholders and actual controllers holding more than 5% of the shares, change of important articles of association, merger, division, change of corporate form, closure, dissolution and bankruptcy of a securities company must be approved by the securities regulatory authority of the State Council."
According to the agent of *ST Meiyan, according to the relevant provisions of the Securities Law, the transfer of 8.4% shares of GF Securities by Shenzhen Jifu from *ST Meiyan must be approved by the the State Council Securities Regulatory Authority, otherwise it will be illegal. "The equity transfer of Shenzhen Jifu and *ST Meiyan reached 8.4%, exceeding 5%, which should be approved by the CSRC. Why is another equity transfer approved by the CSRC and this one is not? " Li Xiong expressed the above views on whether the transfer of more than 5% equity of securities companies needs the approval of the CSRC.
The reporter checked the relevant information and found that on April 25th, 2008, China Securities Regulatory Commission issued the Reply on Approving the Equity Change of Guangfa Securities Co., Ltd. (Zheng Jian Kai [2008] No.586), which showed that Zhongshan Public Technology (000685, Share Bar) Company was allowed to accept about 285 million shares of Guangfa Securities Co., Ltd. held by Zhongshan Public Utilities Group. Approve the shareholder qualification of Zhongshan Public Technology Company, which holds more than 5% equity of GF Securities.
The equity transfer of GF Securities exceeded 5%. Why did one of them get the approval from the CSRC and the other one didn't? At the trial, *ST Mei Yan objected to this, while Shen Jifu's agent believed that the company had reported to the Guangdong Provincial Supervision Bureau, which ordered it to rectify and prove that it had relevant qualifications.
According to the information obtained by the reporter from authoritative sources, on March 1 day, 2006, Guangdong Supervision Bureau issued the Notice on Asking Guangfa Securities Co., Ltd. to start rectification on relevant issues, which mentioned that "your company's equity change has not been approved by China Securities Regulatory Commission". The disapproval of the CSRC seems to make Shenzhen Jifu dumb eat Huanglian, and the approval of Guangdong Securities Regulatory Bureau is even more reasonable.
Previously, in an interview with the media, GF Securities only indicated that the equity transfer was legal and compliant. "The equity transfer in that year was completed in the Industrial and Commercial Bureau in June 5438 +2004 10, and there was no problem of not going through the household."
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