On the evening of February 20, Jiangsu Boxin Investing & Holdings Co.Ltd(600083) (600083, SH; yesterday’s closing price was 8.85 yuan) announced that the 34.5 million shares of listed companies held by the company’s shareholder Suzhou Shengjun Marketing Management Co., Ltd. (hereinafter referred to as Suzhou Shengjun) were sold out due to public auction without bidding, Therefore, the above shares are priced at 552 million yuan and delivered to Hangzhou Jintou Chengxing investment management partnership (limited partnership) (hereinafter referred to as Jintou Chengxing) for debt repayment.
After this equity change, Jintou Chengxing will become the largest shareholder of the listed company, which directly holds 34.5 million shares of the listed company, accounting for 15% of the total share capital of the listed company. Jintou Chengxing and its concerted actor Hangzhou liteng enterprise management partnership (limited partnership) (hereinafter referred to as Hangzhou liteng) will hold 45.885 million shares of the listed company, accounting for 19.95% of the total share capital of the listed company, while the actual controller of Jintou Chengxing is Hangzhou Municipal People’s government.
On February 21, Jiangsu Boxin Investing & Holdings Co.Ltd(600083) opened with a limit of 8.85 yuan / share. In the previous two trading days, the company’s share price has also risen continuously.
control has not changed
Previously, Suzhou Shengjun and Luo Jing irrevocably entrusted their voting rights to Suzhou historical and cultural city protection group Co., Ltd. (hereinafter referred to as Suzhou Culture) with a total of 66.5506 million shares of listed companies (accounting for 28.94% of the total share capital of listed companies).
After accepting the above entrustment of voting rights, Suzhou culture became the controlling shareholder of the listed company, and the state owned (collective) assets supervision and Administration Office of Suzhou Gusu District People’s Government (hereinafter referred to as Gusu District SASAC Office) became the actual controller of the listed company.
On January 23, Hangzhou intermediate people’s court publicly auctioned Jiangsu Boxin Investing & Holdings Co.Ltd(600083) 34.5 million shares held by Suzhou Shengjun, which was finally sold out because there was no bidding. On January 25, Hangzhou intermediate people’s Court issued the “ruling of execution”, which valued the 34.5 million shares of listed companies held by Suzhou Shengjun at 552 million yuan, and paid Chengxing to pay off part of the debt.
After the equity change is completed, Jintou Chengxing will become the largest shareholder of the listed company, directly holding 34.5 million shares of the listed company, accounting for 15% of the total share capital. Jintou Chengxing and its concerted action person Hangzhou liteng will hold 45.885 million shares of the listed company, accounting for 19.95% of the total share capital of the listed company. The total voting rights of listed companies held by Suzhou culture will be reduced from 28.94% to 13.94%.
Jiangsu Boxin Investing & Holdings Co.Ltd(600083) said that although the equity change will lead to the change of the largest shareholder of the listed company, considering that the voting rights ratio of Jintou Chengxing and Suzhou culture is relatively close, and the single party does not exceed 30%, and there has been no change in the board of directors, board of supervisors and senior managers of the listed company before and after the equity change, The organizational structure and operation of listed companies have not changed. Therefore, up to now, Suzhou culture is still the controlling shareholder of the listed company, and the state owned assets supervision and Administration Office of Suzhou district is still the actual controller of the listed company. There is no concerted action relationship between Jintou Chengxing and its persons acting in concert and Suzhou culture, and there is no other arrangement of common interests.
However, after the equity change is completed, Jintou Chengxing and its persons acting in concert will negotiate with other shareholders of the listed company to make certain adjustments to the members of the board of directors, board of supervisors and senior managers of the listed company. After the adjustment, Jintou Chengxing and its persons acting in concert can obtain more than half of the seats on the board of directors of the listed company to realize the control of the board of directors of the listed company, and the actual controller of the listed company will be changed. However, the change of control requires the prior approval of the competent State-owned Assets Supervision and administration authority.
According to the detailed equity change report released on the same day, the executive partner of Jintou Chengxing is Hangzhou Jinzhi Asset Management Co., Ltd. (hereinafter referred to as Jinzhi asset management). As of the signing date of the report, Hangzhou Jintou Financial Leasing Co., Ltd. holds 100% equity of Jinzhi asset management, which is a holding subsidiary of Hangzhou Financial Investment Group Co., Ltd. and Hangzhou Municipal People’s government holds 90% equity of Hangzhou Financial Investment Group Co., Ltd. Therefore, Hangzhou Municipal People’s government is the actual controller of Jintou Chengxing.
“Luo Jing case” shocked the market
In April last year, before Suzhou Shengjun and Luo Jing entrusted their voting rights to Suzhou culture, the actual controller of the company was Luo Jing.
When it comes to Luo Jing, we have to mention her suspicion of contract fraud. On July 14, 2017, Jiangsu Boxin Investing & Holdings Co.Ltd(600083) the then controlling shareholders Shenzhen Qianhai Jizhuo Investment Development Center (limited partnership) and Zhu Fenglian transferred 34.7 million and 30.6 million shares of the listed company to Suzhou Shengjun respectively. The controlling shareholder of the listed company was changed to Suzhou Shengjun and the actual controller was changed to Luo Jing. On July 5, 2019, Jiangsu Boxin Investing & Holdings Co.Ltd(600083) an announcement that the actual controller and chairman Luo Jing and chief financial officer Jiang Shaoyang were detained shocked the market. On August 20, 2020, the official wechat of Shanghai Second Intermediate People’s Court released a message that Shanghai Second Intermediate People’s court accepted the contract fraud case of the defendants Luo Jing and Luo Lan, bribery of non-state staff, and the contract fraud case of the defendants Shi Mianqian, Liu Xiaoqin, Liang Zhibin, Feng Guofeng, Wang Jun, Zhao Zunji, Liu Hua and Liu Hao.
The public prosecution accused Luo Jing and Luo Lan, as the directly responsible executives of Guangdong Zhongcheng Industrial Holding Co., Ltd., together with Shi Mianqian and other eight defendants, of defrauding the victim’s financing funds of more than 30 billion yuan in the name of fictitious accounts receivable, which actually caused the victim’s economic losses of more than 8 billion yuan. Luo Jing and Luo Lan offered bribes of more than HK $3 million, equivalent to more than RMB 2 million, to the business counterpart in the process of defrauding financing funds.
