The following article was written by me:
First action, then action, Shuanghui went its own way, arousing public anger.
On March 3, this day was a bit embarrassing for the top management of Shuanghui Development. The Proposal on the Transfer of Equity by Hong Kong Chinachem Group Co., Ltd. and other minority shareholders reviewed on the same day was rejected by the shareholders present at the meeting with a merciless high vote.
This resolution was secretly implemented as early as the first half of 2009. At that time, Shuanghui Development, without the knowledge of shareholders, gave up the preemptive right of minority shares of ten companies, including Hong Kong Chinachem Group, and transferred it to Rotex Limited. The development of Shuanghui's "action before action" has been strongly dissatisfied by fund companies. At present, the Henan Securities Regulatory Bureau has been involved in the investigation, and the Shuanghui development and restructuring case is facing a "reinvention", that is, Shuanghui Development has the preemptive right to these ten companies.
Shuanghui development gives up "priority transfer right"
It is understood that previously, Hong Kong Huamao Group wanted to transfer its shares in 10 companies such as Luohe Huamao Shuanghui Chemical Packaging Company and Luohe Huamao Shuanghui Packaging Industry Co., Ltd., and Shuanghui Development, as the controlling shareholder and holding shareholder of these 10 companies, has the priority to be transferred. But what is incredible is that at the board meeting held by Shuanghui Development on February 9, 20 10, it was unanimously agreed to give up the priority transfer right.
The reason given by the board of directors is that 10 company is a Sino-foreign joint venture, and all or part of it is under customs supervision and tax supervision. If Shuanghui Development accepts the equity, it will lead to a change in the nature of the enterprise, thus facing the problem of paying customs duties and income tax, and may also lose the preferential policies given by the local government. After weighing the pros and cons, it will be decided to transfer these shares to Rotex Limited.
According to industry insiders, this resolution of Shuanghui Development is equivalent to handing over the "fat meat" you have. It is understood that 10 companies involved in equity transfer are all high-quality assets, and the return on equity is between10% and 25%. In 2008, the corresponding net profit of this equity was 75.486 million yuan, exceeding 10% of the net profit of Shuanghui Development in 2008. And the valuation is also very cheap, the corresponding P/E ratio is only 9. 15 times, and the P/B ratio is 1.32 times, which can be described as "cheap".
The reasons given by the board of directors for the above transfer seem unconvincing. It is understood that Rotex Co., Ltd. and Henan Luohe Shuanghui Industrial Group Co., Ltd. are both controlling shareholders of Shuanghui Development, holding 30.27% and 265,438+0.19% respectively, while Rotex holds 65,438+000% of the shares of Shuanghui Group, which is the actual controller of Shuanghui Development. Why does the management of Shuanghui Development insist on handing over such "good quality and low price" assets to Rotex, the controlling party? What kind of interest disputes are behind this? What is the connection between senior management and Rotex, or Shuanghui Group?
Give the "fat" to others.
Earlier, some media disclosed that Shuanghui Development 10 1 core personnel, including senior executives, indirectly held shares in Shuanghui Development with a market value of 2.2 billion yuan. Will the root cause of the board of directors handing over "fat meat" regardless of the interests of shareholders be here?
It is reported that from June 5438 to October 2007 10, Shuanghui Group and its affiliated enterprises had about 300 employees, and a company named "RiseGrand" was established overseas through trust. A total of 10 1 employees of Shuanghui Development hold 43.67% of the shares of RiseGrand43.67% Subsequently, RiseGrand established a company called "HeroicZone". HeroicZone holds 0/.82% equity of Shine C3/Kloc-0, and ShineC is 0/00% shareholder of Rotex/Kloc-0, which means that employees of Shuanghui Development1Kloc-0/own Rotex 13.
Obviously, this is the problem. As Rotex is only one of the investors of Shuanghui Development, and indirectly or directly owns 565,438+0% of its shares, the shares held by these 65,438+0,065,438+0 employees in Shuanghui Development are only 7.65,438+0%. If Rotex is allowed to accept this share, the senior management can share the income of 365,438+0.82%; If Shuanghui gives priority to development, the senior management can only share 16.37% of the income. It is not difficult to explain why the top management will hand over the "fat meat" to Rotex. At the board meeting held in February, among the seven directors who voted for Shuanghui Development to give up the priority right of transfer, except for three independent directors, the other four were indirect shareholders of Rotex Limited.
It is understood that at the shareholders' meeting held on March 3, among all the voting rights held by non-associated shareholders attending the meeting, only 6.79% agreed to transfer the priority transfer right, 84.83% opposed it and 8.38% abstained. A fund manager of a large fund who participated in the voting said, "It's so unreliable! This is a naked transfer of assets of listed companies, or even a sale. "
Shuanghui management is more interested in investment companies than listed companies. This potential conflict of interest will inevitably worry market investors. On the same day, institutional funds headed by the fund began to withdraw from the unit.
"Play first" Shuanghui Development was approved as "illegal"
What do the executives of listed companies do? Of course, it is for the benefit of listed companies. However, in the case of conflict between Shuanghui Development and Rotex shares, because the interests of management in Rotex are greater than those of listed companies, they will naturally choose to safeguard the interests of the latter, and even risk offending fund companies and circulating shareholders.
What is even more unbearable is that as early as the first half of 2009, Rotex Company received a total of150,000 yuan, which is a foregone conclusion. Shuanghui Development didn't hold a shareholders' meeting until one year later to decide whether to give up the priority to accept this part of the shares, which had to make people feel hypocritical.
According to the Administrative Measures for Information Disclosure of Listed Companies, truthful, accurate, complete and timely disclosure of information is the basic requirement for the credibility of listed companies. Shuanghui Development obviously violates this provision and is irresponsible to investment companies and circulating shareholders. However, its practice of "acting first before acting" not only makes the shareholders' meeting exist in name only, but also harms the interests of listed companies and minority shareholders. For a time, the development of Shuanghui was pushed to the cusp of "dishonesty" and "management defects".
In addition, it is worth pondering that it is not the first time that Shuanghui has developed "action before action". Previously, Shuanghui Development executives reported that Goldman Sachs reduced its holdings, which led to the management curve MBO incident and was widely criticized. It is understood that in 2006, Rotex, a joint venture company established by Goldman Sachs and CDH, entered Shuanghui. At that time, Goldman Sachs held 565,438+0% equity of Shuanghui Group and indirectly held 30.97% equity of Shuanghui Development. Three years later, this proportion quietly dropped to 7.72%. However, for three years, Shuanghui Development avoided talking about the reduction of major shareholders until it was exposed by the media, and the company had to issue a clarification announcement on June 5438+February 10, 2009. If it is not excavated by the media, does Shuanghui Development intend to hide it forever?
And the resulting MBO event of Shuanghui Management Curve has caused doubts one after another. Is Shuanghui Development hiding Goldman Sachs' reduction and a series of dazzling equity around Rotex a smoke bomb to cover up the fact that Shuanghui executives have money? Why does management shareholding cause such a complicated ownership structure and need to be purchased through the curve of overseas companies? In 2007, the company registered and indirectly held shares in Shuanghui Development, but it was not announced until 2009. Is the information too late? In addition, what is the cost of the 2.2 billion shares held by the multimillionaire of10/and how did he become a shareholder in the first place? You know, according to the salary and treatment of Shuanghui Development, obtaining these wealth requires the total income of executives for hundreds of years. For example, director Bandung indirectly holds 2.36% equity, enjoying a market value of about 729 million yuan, equivalent to 1.458 times the annual salary of the chairman of Shuanghui Development; Zhang Junjie, the chairman of Shuanghui Development, indirectly holds the equity of Shuanghui Development 1.0 1%, with a market value of 3 1.2 million yuan, equivalent to 625 times its annual salary.
All this is still foggy. (China Catering Network 40777.com)