There are more than 10 litigation matters, the amount of litigation is as high as 400 million yuan, and the shares of the controlling shareholders have been judicially frozen and waiting to be frozen. On February 18, Guangdong Chaohua Technology Co.Ltd(002288) successively issued important announcements such as major litigation matters and share pledge freezing, revealing the fact that the controlling shareholders and the company have been “short of money” recently.
The shares of controlling shareholders are subject to judicial freezing and waiting for freezing, and the pledge proportion is high
In the announcement that the controlling shareholder’s shares were subject to judicial freezing and waiting for freezing, Guangdong Chaohua Technology Co.Ltd(002288) said that the number of shares of the company held by the controlling shareholder and one of the actual controllers Liang Jianfeng was subject to judicial freezing was about 69.723 million shares, and the waiting for freezing was about 140 million shares. The cumulative number of frozen shares was 172 million shares, accounting for 100% of its shares and 18.43% of the total share capital of the company.
As for the reasons for the judicial freeze of the controlling shareholder Liang Jianfeng’s shares, Guangdong Chaohua Technology Co.Ltd(002288) disclosed in the announcement of major litigation matters that Liang Jianfeng signed a loan contract of 200 million yuan with the plaintiff Zhao Jizeng in June 2017, with a term of one year. However, by the end of December 2020, Liang Jianfeng still had the principal, liquidated damages and part of the interest outstanding. Zhao Jizeng filed a lawsuit to safeguard his legitimate rights and interests.
The amount involved in this case includes the principal of 200 million yuan and part of the interest, liquidated damages and lawyer’s fees of 107.3 million yuan. Now the litigation stage of the case is the first instance ruling to reject the lawsuit and the plaintiff’s appeal stage.
However, it is worth noting that with regard to the specific reasons for the rejection, Guangdong Chaohua Technology Co.Ltd(002288) prompted in the rectification report on the decision on administrative supervision measures of Guangdong securities regulatory bureau that night that on November 16, 2021, the court considered that the case did not belong to the scope of civil litigation of the people’s court, and ruled to reject the prosecution of the plaintiff Zhao Jizeng.
\u3000\u3000 “As this case involves a case belonging to the type of private lending, if the lending itself is suspected of illegal fund-raising and other crimes, or if the defendant can put forward a factual defense that the plaintiff does not have the qualification of creditor, there will be a situation of ‘ruling to reject the prosecution’. Therefore, it can be considered that Zhao Jizeng in this case meets the requirements of non-compliance with laws and regulations in terms of subject qualification and / or source of funds The court of first instance ruled to dismiss the prosecution. ” Tian Yong, director of Guangdong Shengma law firm, told the reporter of Securities Daily.
Lawyer Tian Yong believes that although the first instance ruling of the case dismissed the prosecution, it does not mean that the defendant Liang Jianfeng won the lawsuit. The plaintiff Zhao Jizeng should take the next step. If it is determined that the plaintiff’s bank account is not false, the defendant still bears a certain return responsibility. How to determine the guarantee liability of listed companies still needs to further comprehensively find out the specific circumstances of the case before it can be analyzed and judged.
In addition, Guangdong Chaohua Technology Co.Ltd(002288) also said in the announcement that as of the date of this announcement, the company had 11 other undisclosed litigation matters, involving a total amount of 139 million yuan, accounting for 8.78% of the absolute value of the company’s latest audited net assets. If the Zhao Jizeng lawsuit is added, the total amount involved is as high as 446 million yuan.
It is worth mentioning that the controlling shareholder Liang Jianfeng had pledged 137.363 million shares, accounting for 79.99% of his shares and 14.74% of the total share capital of the company.
“The controlling shareholder’s shares are waiting to be frozen and reach 100%, which shows that there are many creditors and lawsuits. This will have a relatively negative impact on the company’s stock price and image. The company should exercise strict internal control and operate and manage legally.” Lawyer Tian Yong said.
the company raised funds from the controlling shareholders to put out the fire?
While the controlling shareholders are heavily in debt and involved in lawsuits, Guangdong Chaohua Technology Co.Ltd(002288) is also facing the operation risk of the company with extremely tight funds. On December 14 last year, Guangdong Chaohua Technology Co.Ltd(002288) repeatedly issued many announcements, such as the announcement on terminating A-share shares of non-public development banks in 2020 and the plan for A-share shares of non-public development banks in 2021, which attracted the attention of the market.
Guangdong Chaohua Technology Co.Ltd(002288) once planned to raise 1.8 billion yuan from no more than 35 specific investors in 2020, but the company finally terminated the plan due to “changes in internal and external objective environment” and other factors. In the newly released 2021 fund-raising plan, the fund-raising object of the company has become a single object of Shenzhen Changxuan Technology Co., Ltd. controlled by the company’s controlling shareholder Liang Jianfeng. The fund-raising fund does not exceed 722 million yuan, and all the raised funds will be used for the company to repay bank loans and supplement working capital.
“It can be seen from this that Guangdong Chaohua Technology Co.Ltd(002288) has only raised 722 million yuan from the controlling shareholder for debt repayment from the production expansion plan of raising 1.8 billion yuan in 2020. The capital operation problem seems to have become an important issue in the operation and development of Guangdong Chaohua Technology Co.Ltd(002288) . Now, the controlling shareholder Liang Jianfeng is involved in many litigation disputes and a high proportion of shares are pledged. There may be a risk of failure in this fund-raising again.” A brokerage analyst who asked not to be named told reporters.
According to the announcement, as of September 30, 2021, Guangdong Chaohua Technology Co.Ltd(002288) asset liability ratio was 52.91%, and the total amount of interest bearing liabilities such as short-term loans, long-term loans and non current liabilities due within one year reached 1.212 billion yuan. Guangdong Chaohua Technology Co.Ltd(002288) said that after the non-public offering of shares to raise funds, it can reduce the company’s asset liability ratio and effectively alleviate the debt repayment risk.
On the other hand, the reporter combed the financial report and found that as of September 30, 2021, the monetary capital of Guangdong Chaohua Technology Co.Ltd(002288) had been reduced to 50.41 million yuan from 138 million yuan at the beginning of 2021. In terms of assets and liabilities, in addition to all the loans and liabilities of 1.212 billion yuan prompted by Guangdong Chaohua Technology Co.Ltd(002288) in the announcement, its accounts payable and notes still have 544 million yuan, which is also a large amount.
the second largest shareholder has already planned to reduce its holdings. What signal?
Or due to the shortage of funds and high liabilities of the company and its controlling shareholders, Guangdong Chaohua Technology Co.Ltd(002288) the second largest shareholder and its persons acting in concert have begun to accelerate their departure.
On January 7, Guangdong Chaohua Technology Co.Ltd(002288) announced that Changzhou Henghui enterprise management center (limited partnership), the second largest shareholder of the company, and Tibet Wuwei Asset Management Co., Ltd., the fourth largest shareholder of its concerted action, plan to reduce the company’s shares by a total of no more than 55.8986 million shares (Accounting for 6% of the company’s total share capital) through centralized bidding and block trading according to the market situation in the next six months.
It is worth noting that Changzhou Henghui successively disclosed the reduction plan of reducing its shares by no more than 6% of the company’s total share capital as early as April and November 2020, and the next reduction plan will be released immediately after the expiration of each reduction plan. From June 2021, Tibet Wuwei, the fourth largest shareholder of Changzhou Henghui, also joined the reduction team and was ready to “cash out” and leave.
According to the first quarterly report of 2020, Changzhou Henghui still holds 13.43% of the total share capital of the company. Today, Changzhou Henghui holds only 8.65% of the total share capital of the company; Tibet Wuwei also fell from its initial shareholding of 1.96% to 1.35% today.
“The reduction of important shareholders will put pressure on the probability of the secondary market. Once the reduction of important shareholders is greater than 5%, or even the withdrawal of ‘clearing and reduction’, it will release the signal that shareholders are worried about the future operation of the company, and small and medium-sized investors need to be particularly vigilant.” Kuang Yuqing, founder of lens research, told reporters.
