Ji Yao Holding Group Co.Ltd(300108) (300108) announced on the evening of January 6 that the board of directors of the company received the reply to the notice on the cancellation of voting power entrustment and concerted action relationship between Lu Zhongkui and Huang Kefeng from the controlling shareholder bencaohui pharmaceutical on January 5: bencaohui pharmaceutical disagreed with the requirements of Lu Zhongkui and Huang Kefeng to cancel the voting power entrustment agreement and concerted action agreement.
Looking back on the previous situation, Ji Yao Holding Group Co.Ltd(300108) announced on the evening of November 12, 2020 that Lu Zhongkui, the controlling shareholder and actual controller of the company, signed a share transfer agreement, agreeing that Lu Zhongkui would transfer 5% of the company’s shares held by him to bencaohui medicine when the conditions agreed in the agreement were met. In addition, Lu Zhongkui and Huang Kefeng intend to irrevocably entrust bencaohui pharmaceutical to exercise their voting rights corresponding to the remaining 19.23% shares of the company. After the completion of this share transfer, bencaohui pharmaceutical will enjoy 24.23% of the voting rights of the company, the controlling shareholder of the company will be changed to bencaohui pharmaceutical, and the actual controller will be changed to Liu Shu.
In March 2021, Ji Yao Holding Group Co.Ltd(300108) officially completed the change of control. On December 31, 2021, Ji Yao Holding Group Co.Ltd(300108) announced that some shares of the company held by bencaohui pharmaceutical, the controlling shareholder of the company, had been frozen by the judiciary. The frozen proportion accounts for 2.61% of the total share capital of the company and 52.16% of the shares held by bencaohui medicine. The judicial freezing of some shares of the company held by bencaohui medicine was caused by the dispute over equity transfer with Ji Yao Holding Group Co.Ltd(300108) director Lu Zhongkui and the application for property preservation. Ji Yao Holding Group Co.Ltd(300108) has received the civil ruling issued by the people’s Court of Meihekou City, Jilin Province submitted by Lu Zhongkui.
Subsequently, the board of directors of Ji Yao Holding Group Co.Ltd(300108) received the letter of notice on canceling the relationship between the voting right entrustment and the person acting in concert from the shareholder Lu Zhongkui and the person acting in concert Huang Kefeng on January 4, 2022. Due to bencaohui medicine’s failure to perform its obligations in accordance with the share transfer agreement, it formed a material breach of contract, resulting in the failure to achieve the purpose of the contract; Its breach of contract includes but is not limited to the failure to pay the equity transfer payment to Lu Zhongkui and Huang Kefeng in full and on time; Failed to assist the listed company in solving the problem of capital liquidity.
In response to the two announcements issued by Ji Yao Holding Group Co.Ltd(300108) on the evening of December 31, 2021 and January 4 this year, on January 5, the Shenzhen Stock Exchange issued a concern letter to Ji Yao Holding Group Co.Ltd(300108) again.
According to the latest announcement disclosed on the evening of Ji Yao Holding Group Co.Ltd(300108) January 6, up to now, bencaohui pharmaceutical has paid 104 million yuan for equity transfer to Lu Zhongkui and Huang Kefeng. Meanwhile, during this period, bencaohui pharmaceutical has provided financial and financial support to Ji Yao Holding Group Co.Ltd(300108) totaling 20.3587 million yuan. The contractual purpose of signing the share transfer agreement and related agreements between Lu Zhongkui and Huang Kefeng has been basically realized. When the share transfer payment has been nearly completed and bencaohui medicine has paid considerable energy and financial resources for the listed company to resolve the operating difficulties and financial crisis, Lu Zhongkui and Huang Kefeng requested to terminate the voting power entrustment agreement and the unanimous action agreement on the ground that the purpose of the contract could not be realized, and bencaohui medicine did not recognize it.
In addition, neither the voting right entrustment agreement nor the equity transfer agreement clearly stipulates that bencaohui pharmaceutical has the obligation to “assist the listed company to solve the problem of capital liquidity”, and Lu Zhongkui and Huang Kefeng have no right to request to terminate the relevant agreement on this ground. The “failure to assist listed companies in solving capital liquidity problems” proposed by Lu Zhongkui and Huang Kefeng is not tenable.
Bencahui also said that according to the voting power entrustment agreement, Lu Zhongkui and Huang Kefeng’s voting power entrustment is “full and irrevocable entrustment”; According to Article 6 of the voting rights entrustment agreement “entrustment term and agreement termination”, the expiration and termination conditions have not been triggered at present. Since the completion of equity delivery, Lu Zhongkui and Huang Kefeng have frequently reduced their holdings of shares of listed companies and failed to fulfill the obligation of “Notifying Party B (bencaohui medicine) at least 10 working days in advance” as agreed in the voting right entrustment agreement, resulting in bencaohui medicine’s inability to fulfill its preemptive right. Bencaohui medicine reserves the right to investigate this matter.
(Securities Times · e company)
