The galactic magnets will be sailing next week without anyone at the helm.

Source: Internet
Author: User
Peng Jie Cloud has no holding shareholder and the actual controller, this rare company ownership structure will appear in the next Monday will be Chengdu Galaxy Magnet Co., Ltd. (hereinafter referred to as "galactic magnets") body. It is reported that the largest and second largest shareholders of the galactic magnets have not reached 50% of total equity.  Some investment bankers point out that such a situation could lead to changes in control, slow decision-making, and even fierce shareholder conflict.  The first two major shareholders share a similar prospectus showing that the five initiators of the galactic magnets are Daitine, Chengdu Galaxy Industry (Group) Co., Ltd. (hereinafter called "Galaxy Group"), Wu Zhijian, Zhang Yan and He Jinzhou, and since its inception, has maintained the proportion of 45%, 44%, 5%, 5% and 1% respectively held by the top five people. Daitine is the largest shareholder of galactic magnets and holds 45% of the issuer's shares. The second largest shareholder Galaxy Group's controlling shareholder is Tang, also is the Galactic magnets Vice chairman, holds the Galactic magnet 5% shares Zhang Yan as the company finance director, and Tang department husband and wife relations.  In this way, the Galaxy Group and Zhang Yan Total shareholding of 49%, but could not exercise control over the general meeting of shareholders. And such a shareholding structure means that the company has no shareholders to control the vote of the general meeting of shareholders, major decisions need 5 shareholders to consult.  At the same time, such a shareholding structure also makes Chairman Daitine and Vice chairman Tang become the company's key figure.  When the chairman of the Daitine and the Galactic group of two major shareholders in the decision-making, can determine the final decision of the shareholders ' meeting, when the two major shareholders in decision-making differences, Wu Zhijian and other small shareholder's opinion is crucial. At present, the board of Directors is composed of 8 directors, 3 are independent directors and the remaining 5 independent directors are shareholders Daitine, Wu Zhijian, Zhang Yan, He Jinzhou and the actual controller of the Galaxy group Tang. Tang a total of two seats on the company's board.  According to the Galactic magnets "articles of Incorporation" and "Rules of procedure of the Board of directors", the Board of Directors shall be subject to resolution by more than half of all directors. Galactic magnets In this explanation is that the company from the inception, that is, the combination of technology and capital products.  Such ownership structure is also to ensure the relative balance between technology and capital. But in terms of Daitine and Tang, the positions of the two men have alternated. Daitine last term as vice chairman, Tang is chairman of the company.  Does the galactic magnet have the controversy of Dai Tang and the risk of controlling right change?  "Share lockout commitment" to resolve conflicts?  In the prospectus, the risk hint of the galactic magnets to "no actual controller" lies in two aspects of control power and decision-making efficiency. Galactic magnets indicate that, as the company has no controlling shareholder and actual controller, after listing, the risk of corporate control still exists, which determines that all the major acts of the company must be democratically decided by all the shareholders after full discussion, while avoiding the possibility of significant losses caused by the failure of individual shareholders to control the decision.  But there may also be a risk of decision postponement. In this respect, the company's five shareholders have held sharesCommitment to lock: "Since the first public release of the Galaxy Magnet Company and on the gem listing within 36 months, do not transfer or entrust others to manage my/our company directly or indirectly hold the Galactic magnets issued shares prior to the public issue of shares, nor by the galactic magnets repurchase himself/ The company directly or indirectly holds the galactic magnets issued prior to the public offering of shares.  Tang, a controlling shareholder of the Galaxy Group, has also pledged to maintain a holding position on the Galactic group within three years of the launch of the galactic magnets. The sponsor's National Gold Securities also commented that the issuer does not have a controlling shareholder and there is no actual controller who can actually dominate the company's behavior through investment relations, agreements or other arrangements. The issuer's control structure has not changed since its establishment, in line with the provisions of the interim measures for the initial public offering of shares and the management of listing on the gem.  The issuer's ownership structure is stable, and the person without control has no adverse influence on the issuer's normative governance.  The vice president of an investment bank in Shanghai questioned that the issuer's risk hints for no actual controllers were still inadequate, and that the shareholding lock-in could not effectively solve the problem of shareholder conflict. A sponsor of a brokerage in Jiangsu Province said that no actual control of people is very rare. "In general this situation, the main shareholder will be required to sign a written agreement, called the joint controller, to ensure that there will be no greater differences." "It is worth mentioning that the galactic magnets are not" no actual control of the "Gem of the first case. In the beginning of last September's gem, there was a precedent for the success of silicon technology.  But in the recent case, there are similar companies suffered "Waterloo", the proposed landing of the board of Tianjin Bamo Technology "no actual control person." "Substance is heavier than form." No actual control person will not constitute a big listing obstacles, as long as can prove the operation of stability. "A large Shenzhen securities sponsor believes that the key is whether the company in the history of the formation of the operating inertia, whether in the internal formation of a harmonious and good ecological system." It can avoid the risk in the governance structure from the aspects of the formation time, the successive board agreements and the achievements of the past years. In this regard, the sponsor agency should give more explanation on this.

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