St Serious shareholder contradictions intensified board of directors to reproduce the negative

Source: Internet
Author: User
Keywords Board shareholder negative vote
Sching.  As one of the 6 listed companies in DeLong, the St is real, and after being reborn, it seems to live in a restless place. May 25, a common related transaction bill again overturned: Two shareholders against St heavy-real related party to increase its capital subsidiary.  This once again let the company shareholder's contradictory entanglements surface.  Big shareholder's flip-flop?  In this "about the subsidiary of Changsha Zhong Jia Real Estate Development Co., Ltd. (hereinafter referred to as the" trillion ka) increase in capital and shares and related transactions announcement ", the second largest shareholder in Hunan Huaxia Technology Investment Development Co., Ltd. (hereinafter referred to as Huaxia Science and Technology) stationed in the director of Zhongfei clear to the above motion objections.  The announcement shows that the associated transaction is to solve the St heavy subsidiaries in the financing of Zhao Ka, mainly by the actual control of the St real Person China Real Estate Group (hereinafter referred to as the Chinese housing Group) wholly-owned subsidiary Huatong Property Co., Ltd. (hereinafter referred to as Huatong property) through the increase in the share of the shares of Siu Ka company injected funds. According to Huatong Real estate and St Heavy, live in Zhao Ka and Shanghai China Housing Development Company (hereinafter referred to as living in Shanghai) jointly signed the "Changsha in Live trillion Ka Property Development Co., Ltd. Increase capital expansion agreement" show,  Huatong Real Estate will be about 145 million yuan in cash capital for the growth of trillion ka to expand shares, after the completion of the expansion of the capital, Huatong home will gain a 20% stake in Zhao Jia, while the St heavy share of the stake in Trillion Ka will fall from 49% to 39.2%. It was this obscure and related transaction that led to strong opposition from the second largest shareholder in St.  At the board of Directors who considered the above motion, Zhongfei, chairman of Huaxia Technology, raised his objections.  The first to be questioned is the need to increase capital shares.  Zhongfei, "according to the company's fifth session of the Board of Directors of the 12th meeting on the company to the controlling shareholders and the actual control and related parties to borrow the bill, in trillion Kerry can raise funds through the above-mentioned way, there is no need for additional capital to expand shares."  The Board resolution, adopted on March 4, 2010, showed that "in order to ensure the smooth implementation of all the projects under construction and the proposed projects, the company will borrow money from the controlling shareholders, the actual controllers and their related parties for the development and operation of the company according to the progress of the project."  The resolution also made it clear that the amount of borrowing for the year 2010 is expected to be no more than 450 million yuan. According to the previous St heavy loan record, from the beginning of 2010 to the announcement of the date, St has been to the major shareholder in real Estate development Company (hereinafter referred to as middle-residence) loans 50 million yuan.  And in the resolution announced the same day, the St again to the China House Group's Huatong home and China Zhi Bao Investment Corporation borrowings, the loan amount is 55 million yuan and 5 million yuan respectively.  Statistics show that as of May 26, the ST has accumulated to its major shareholders and the actual control of the loan of 110 million yuan. "In other words, according to the resolution adopted by the Board of Directors, in the 7 months after 2010, St.A loan limit of 340 million yuan is available. In the macro-environment of real estate regulation, this is clearly one of the benefits of St-backed central enterprises.  "The head of the Mergers and acquisitions Department of a Shanghai brokerage company told reporters.  However, the announcement of a linked transaction clearly signals that such advantages are disappearing against the backdrop of an increasingly tightening of property controls.  The Zhongfei of the board's contradictory opponents is notable, and the young woman, who is famous in Changsha, is the founder of the Prime minister.  June 2004, Zhongfei, Zhongyan joint venture in the creation of Zhao Jia, May 2007, the two will be transferred to the Zhongfei control of the Chinese technology.  Then, after a series of capital operations, trillion Kerry in the end of the formation of the Shanghai Holding 51%,st Holdings 49% of the equity institutions, and Zhongfei also by virtue of the St 2008-year asset reorganization injected into the trillion Ka assets, successfully become the St two shareholder and into the St heavy Real Board.  In the Sino-housing trillion Jia increase the share of the bill to raise the opposition, Zhongfei on the relevant assessment data of Zhao Jia "serious doubt", and then that the related transaction "will seriously infringe the interests of Chongqing industrial non-controlling shareholders."  Apart from the misrepresentation of the total assets and net asset of the company listed in the evaluation of the associated transaction, Zhongfei also believes that the assessment report is seriously low and the profit is seriously underestimated. Relative to the detailed assessment report given in the related transaction bulletin, Zhongfei not give the corresponding data in the Board resolution notice.  The reporter contacted its company staff, also did not get the related information, Zhongfei because of the business trip outside, did not accept this reporter's interview.  In fact, the evaluation of the 100% equity stake in the asset appraisal Agency was 578.0491 million yuan, the value added of 446.8585 million yuan, compared with its net asset value increase rate of 340.62%, on the surface does not seem to underestimate the signs. "Since it is the founder of the company, it should not say baseless, but it is true that we outsiders are not good judgment."  Said the investment bankers frankly.  Although it is difficult to break true or false, but the St on the Board of directors repeatedly on the red light is an indisputable fact.  And live trillion ka through directional additional way into the St Xi ' an Hope City Real Estate Co., Ltd. (hereinafter called XI ' an hope City) is obviously a typical case. In September 2009, in the "Shelter" Xi ' an hope city nearly two years later, the St is unable to master the company's actual control of the decision to sell the company's 100% stake, in the consideration of the motion, by the third largest shareholder Chongqing Yu Fu Asset Management Co., Ltd. accredited director Yang Yusung,  On the issue of the low price of the listed issues clearly raised objections.  November 25, 2009, Yang Yusung and Zhongfei both voted against the bill when the Board considered "providing counter guarantee for Hubei Fuxing Technology Co., Ltd.", while 4 other shareholders abstained. This time I voted for the vote. Yang Yusung in the interview with this reporter frankly. Yang Yusung that as a unitEast, it must represent the interests of both the investor and the investors, so it is normal to put forward different opinions on the board. However, despite repeated objections, the aforementioned bills have been passed. "The majority shareholder's shareholding ratio exceeds 50%, has the absolute controlling power, if is not the related transaction, the negative vote does not have the use, if is the related transaction, the negative vote will be relatively useful."  Said the investment bankers told reporters.  ST is a special disclosure of the "Enterprise on the assessment of matters related to the statement", such as a number of interpretative announcements, but also by the investment bankers that the company at the level of efforts to eliminate the impact of the director's opposition. As of press time, Zhongfei still did not respond to the reporter's interview fax, while the listed companies have been no answer to the phone.
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