After being put on file for investigation and the stagnation of fixed growth, Safbon Water Service (Holding) Inc.Shanghai(300262) ( Safbon Water Service (Holding) Inc.Shanghai(300262) , SZ; previous closing price of 3.11 yuan) internal differences also began to appear.
Recently, the company announced that it plans to provide pledge guarantee for the relevant debt restructuring contract with part of the equity of its subsidiaries. Zhang Chunlin, vice chairman of the company, clearly opposed the move, and the two independent directors also abstained.
Another identity of Zhang Chunlin is the original actual controller of Safbon Water Service (Holding) Inc.Shanghai(300262) and the handover between Zhang Chunlin and Weifang state-owned assets around Safbon Water Service (Holding) Inc.Shanghai(300262) control has not been completed. Whether Zhang Chunlin’s public dissent represents a difference between him and Weifang state-owned assets is of concern.
differences within the management
Safbon Water Service (Holding) Inc.Shanghai(300262) announced on April 7 that the board of directors of the company reviewed and approved the proposal on signing with China Galaxy Securities Co.Ltd(601881) Asset Management Co., Ltd. The company said that at the request of China Galaxy Securities Co.Ltd(601881) Asset Management Co., Ltd. (hereinafter referred to as “Galaxy assets”), the company provided pledge guarantee for the relevant debt restructuring contract with 29.5% equity of Jiangxi Pohu low carbon environmental protection Co., Ltd. (hereinafter referred to as “Pohu environmental protection”), and signed the equity pledge agreement for this purpose.
The voting result of the above proposal in the Safbon Water Service (Holding) Inc.Shanghai(300262) board of directors is: 4 affirmative votes, 1 negative vote and 2 abstention votes. Zhang Chunlin, the director of the company, raised objections. He said that the guarantee of accounts receivable pledged by the listed company to Galaxy assets about Pohu environmental protection and its six plants is sufficient; Solving the 350 million principal of “17 ba’an debt” is the commitment of Shandong Gaochuang Construction Group Co., Ltd. (hereinafter referred to as “Shandong Gaochuang”), and should not use the assets of listed companies to help Shandong Gaochuang solve problems, otherwise it will cause certain risks to the future asset transfer or financing of the company.
Li Jianyong, an independent director who abstained, believes that the above proposal is in line with the short-term interests of listed companies, but the proposal still needs to put forward improvement measures and opinions. Kang Zhongliang, an independent director, said that the listed company has pledged its accounts receivable to Galaxy assets for debt guarantee. Now Galaxy assets requires equity pledge. It is not suitable to sign equity pledge agreement within the validity period of accounts receivable pledge.
The differences are not limited to the board of directors. In the vote of Safbon Water Service (Holding) Inc.Shanghai(300262) board of supervisors, supervisor Chen Xing also voted against it. He believes that the listed company has pledged the accounts receivable of Pohu environmental protection and its six plants to Galaxy assets, and now Galaxy assets requires equity pledge. This matter needs more discussion and negotiation, and the current scheme is inappropriate.
The listed company said that the increase of guarantee was in line with the agreement. Looking back on the history, the “17 ba’an bonds” issued by Safbon Water Service (Holding) Inc.Shanghai(300262) had difficulty in cashing in 2020. In September 2021, the listed company reached a debt restructuring contract with Galaxy assets, and Galaxy assets purchased all the remaining principal and interest amount of “17 ba’an debt” from each holder of “17 ba’an debt”. The listed company paid the debt restructuring income to Galaxy assets in batches on schedule and paid the debt restructuring principal when due, Pohu environmental protection and its six subsidiaries provided guarantee for the debt restructuring with legally enjoyed accounts receivable for sewage treatment service fees.
As of August 31, 2021, the principal amount of “17 ba’an bonds” that have not been cashed is 270 million yuan, and the interest amount is 12.549 million yuan, totaling 283 million yuan.
In November 2021, Galaxy assets became the sole holder of “17 ba’an debt”, announcing the successful completion of the above debt restructuring; In December of the same year, “17 ba’an debt” was delisted and cancelled in Shenzhen Stock Exchange.
Now that the debt restructuring has been successfully completed, is it compliant for Galaxy assets to require additional collateral?
In this regard, the reporter of the daily economic news called Safbon Water Service (Holding) Inc.Shanghai(300262) , as an investor, on April 8. According to the company, there are relevant provisions in the debt restructuring agreement. In case of some special circumstances, the company needs to add collateral.
The reporter noted that Safbon Water Service (Holding) Inc.Shanghai(300262) issued a supplementary announcement on September 28 last year, which revealed that the debt restructuring contract set up a debt early maturity clause. In case of any relevant agreement, the listed company shall repay all the remaining debt restructuring principal and restructuring income in advance, and the guarantor shall bear the guarantee liability according to the early maturity date. The agreed matters include “the proposal of the private placement plan does not take the repayment of restructuring debt as one of the purposes of the private placement raised funds, or the private placement is terminated for any reason”, “the scale of the private placement raised funds cannot cover the balance of principal and interest”, “the company has a major adverse event affecting its solvency”, etc.
Previously, Safbon Water Service (Holding) Inc.Shanghai(300262) launched the fixed growth plan in 2021, and planned to raise no more than 629 million yuan from Shandong Gaochuang. In the fund-raising, 388 million yuan is intended to be used to repay interest bearing debt, including the repayment of debt restructuring principal and interest arising from the acquisition of “17 ba’an debt” by Galaxy asset management.
In mid February this year, Safbon Water Service (Holding) Inc.Shanghai(300262) , Zhang Chunlin were investigated by the CSRC on suspicion of illegal information disclosure. According to relevant regulations, the company shall not issue shares to specific objects. In mid March, the listed company decided to stop issuing shares to specific objects.
Shandong Gaochuang’s entry into the host is blocked
Zhang Chunlin’s identity makes Safbon Water Service (Holding) Inc.Shanghai(300262) this disagreement on the board of directors trigger more conjectures.
According to public information, Zhang Chunlin is the former controlling shareholder and actual controller of Safbon Water Service (Holding) Inc.Shanghai(300262) company. At the end of March 2021, Zhang Chunlin signed the cooperation framework agreement with Shandong Gaochuang and planned to transfer 3 Xiamen Kingdomway Group Company(002626) 6341500 shares (accounting for 9.91%) to Shandong Gaochuang; At the same time, he announced that he would unconditionally and irrevocably give up his voting rights, nomination and proposal rights corresponding to 3 Dalian My Gym Education Technology Co.Ltd(002621) 99 million shares (accounting for 29.72%). Meanwhile, the listed company will also issue additional shares to Shandong Gaochuang.
Under the above measures, Shandong Gaochuang will replace Zhang Chunlin as the controlling shareholder of Safbon Water Service (Holding) Inc.Shanghai(300262) and the actual controller of the listed company will be changed to Weifang High Tech finance and Finance Bureau. In response, in addition to paying the equity transfer, Shandong Gaochuang also promised to assist listed companies in solving the repayment of “17 ba’an debt”. In this view, the reason why Galaxy assets came forward to help the company’s debt restructuring is probably due to the help of Shandong Gaochuang.
In late June 2021, the transfer registration of the above 66341500 Safbon Water Service (Holding) Inc.Shanghai(300262) shares was completed. Shandong Gaochuang has become the largest voting shareholder of the listed company, but has not yet obtained the control of the company. Although Zhang Chunlin still holds 199 million shares, he has no voting rights. Therefore, Safbon Water Service (Holding) Inc.Shanghai(300262) enters the state of no actual controller.
In fact, Safbon Water Service (Holding) Inc.Shanghai(300262) at that time, it had launched the fixed increase plan of issuing shares to Shandong Gaochuang. According to the plan, after the implementation of the pending increase, Shandong Gaochuang will hold 267 million shares of the listed company, accounting for 30.70% of the total share capital of the company after the issuance, and become the controlling shareholder of the company.
However, Safbon Water Service (Holding) Inc.Shanghai(300262) and Zhang Chunlin were filed for investigation, which disrupted the above plan. Before the results of the investigation are released, it seems that there is no possibility to promote the company’s fixed increase plan. “The company will decide whether to continue to promote fixed growth according to the results of the investigation.” Safbon Water Service (Holding) Inc.Shanghai(300262) the above person said.
The fixed growth has run aground, Safbon Water Service (Holding) Inc.Shanghai(300262) lacks funds to repay the debt restructuring principal and interest, and the package cooperation between Zhang Chunlin and Shandong Gaochuang is also difficult to continue. In this case, Zhang Chunlin cast a negative vote in the board of directors, which also raised concerns about his relationship with Weifang state-owned assets. In this regard, Safbon Water Service (Holding) Inc.Shanghai(300262) the above-mentioned person said that at present, there is no crack between the two sides. “Zhang Chunlin voted against it from a personal point of view.” He said.
