Changhe Asset replacement has been questioned as a reason for "different rights"

According to the replacement of St Changhe: Han Hang Group Holdings 67.1% of Shaanxi China Swallow Equity exchange of about 22091726 shares, then, China Airlines Electric Test holding 20% of the shares should be replaced by about 6499090 of the Changhe stock.　　In fact, the restructuring of the St Changhe completely out of the electrical test in the air, I do not know why? Shaanxi Huayu Meter The remaining two shareholders, including the Chinese Airways holdings of their parent company, have replaced their equity valuation with the listed company St Changhe stock, which was traded on the Shanghai Stock Exchange on September 20, 2010. China Aviation Electric Test held 20% of Shaanxi Hua Yan shareholding (not converted into the corresponding shares) is not the other two shareholders with different rights, the same shares different prices? After this reorganization, become including the Han Airlines Group 80% Equity stake into the St Changhe company, and China Aviation Test held 20% stake, do not know what the nature of the equity?　　Hope answer. Securities Times Network "rights" shareholders moderator: Wen Yu this period guest: Guangdong Classics law firm Zheng Naowei lawyer Changhe not to buy the electric test holds the Hua Yan shares the host: The Securities Times Network (www.stcn.com) "The Rights Protection channel" in "I Want Rights" column, received an investor to the St Changhe (600372) assets The question of substitution schemes.　　He believed that, because the Han Airlines holdings in Shaanxi China Yan's stake, replaced by Changhe stock, then, according to the "same shares of the same rights, same share price" of the truth, China Aviation Electric Test (300114) holding the shares of Shaanxi Huayu should also be replaced into Changhe stock. Does this claim make sense? What is the legal basis?　　To this end, this issue of the protection of the rights of the letter in Guangdong law firm Zheng Naowei Lawyers to answer.　　Zheng-Wei lawyer: We believe that the asset reorganization of St Changhe to exclude the electric test, is the company's arrangements, does not violate legal provisions. According to the St Changhe this asset reorganization behavior, we will refer investors to the company's ownership structure one by one description: Shaanxi Huayu Aviation Instrument Co., Ltd. (hereinafter referred to as Shaanxi Hua Yan) 's shareholding structure for the Hanzhong Aviation Industry (Group) Co., Ltd. (hereinafter referred to as the Han group) capital contribution of 107.36 million yuan, occupies 67.1% of Shaanxi Huayu Equity AVIC Aviation Electronic System Limited Liability company (hereinafter referred to as the system company) funded 20.64 million yuan, occupies 12.9% of Shaanxi Hua Yan's equity, China Aviation Electric Test investment of 32 million yuan, accounting for 20% of Shaanxi Hua Yan.　　And the Chinese airline group accounted for 61.479% of the stock, is the first major shareholder. Under article 72nd of the company law, the shareholders of a limited liability company may transfer all or part of their shares to one another, and the shareholders ' transfer of shares to persons other than shareholders shall be agreed by a majority of the other shareholders. Shareholders shall notify other shareholders in writing of their share transfer matters, and other shareholders who have not replied by 30th from the date of receipt of the written notice are deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who disagree shall purchase the shares of the transfer; not to buy, depending onFor the consent of the transfer. If the shareholders agree to transfer the shares, under the same conditions, other shareholders have the preemptive right.　　Two or more shareholders who advocate the exercise of preemptive rights, the consultation determines the proportion of their purchase, if not negotiated, in accordance with the transfer of the respective proportion of the capital to exercise the right of preemption. Shaanxi Hua Yan as a limited liability company, in accordance with the provisions of the company law 72nd: shareholders to the shareholders outside the transfer of equity, only the other shareholders agree, other shareholders do not agree, should be the same conditions to purchase the transferred shares. China Airlines Group will be held by the 67.1% of Shaanxi Hua Yan Equity transfer to St Changhe, the system company has its own 12.9% Shaanxi Hua Yan Equity transfer to St Changhe (with the way to pay the shares of the price), only to be agreed with the aviation test.　　However, China Aviation test does not have the right to hold its shares in Shaanxi Hua Yan transfer to the St Changhe. In other words, the St Changhe does not need to be in China Aviation Electric test hold the Shaanxi Hua Yan shares to buy together. If China Airlines electric test to the Han Airlines Group, System company transfer of Shaanxi China Swallow shares have objections, you can purchase priority.　　However, the controlling shareholder of Avic is the Han Airlines Group, so it does not constitute a material obstacle and will not violate the law.　　There is no "share different right, different price" moderator: As for investors mentioned, China Aviation Electric Test held 20% of the Shaanxi Huayu equity (not converted into the corresponding shares) and the remaining two shareholders have "different rights, the same share different price" problem? Zheng Wei Lawyer: We think that this problem does not exist. If the reorganization of the assets of the successful implementation of the legal consequences is only Shaanxi Hua Yan's shareholders from the original 3 companies into 2 listed companies, one is St Changhe, the other is the electric test. St Changhe holds 80% of the stake in Shaanxi, China Airlines Electric Test holds 20% of Shaanxi Hua Yan's equity. As a result, St Changhe, AVIC Electric test are Shaanxi Huayu Company's shareholders, which and "shares different rights, different prices" is not related.　　The asset reorganization behavior has little influence on the Shaanxi Huayu, and Shaanxi Huayu is only used as the object of sale and purchase. In our opinion, the transfer of the stock right before and after the transfer of the shares in Shaanxi, the 20% of the shares held by the CLP has no legal impact, is also a limited liability company's equity. However, the impact is the Han Airlines Group, the system company originally owned Shaanxi Hua Yan's stake, now become the holding of St Changhe shares. St Changhe control Shaanxi Hua Yan, is its holding large shareholder.