In less than two years, Ji Yao Holding Group Co.Ltd(300108) ( Ji Yao Holding Group Co.Ltd(300108) ) experienced two changes of ownership. On the day after the announcement of the change of ownership, Ji Yao Holding Group Co.Ltd(300108) terminated the major asset restructuring and no longer sold 100% equity of Jilin Jinbao Pharmaceutical Co., Ltd. (hereinafter referred to as “Jinbao pharmaceutical”) to Jilin Baili Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “Baili pharmaceutical”).
It is understood that in November 2020, Lu Zhongkui, the then controlling shareholder of Ji Yao Holding Group Co.Ltd(300108) transferred the controlling equity to Jilin bencaohui Pharmaceutical Technology Co., Ltd. (hereinafter referred to as “bencaohui pharmaceutical”) by means of entrusted voting rights. Since this year, Lu Zhongkui and bencaohui medicine have had a contradiction. The two sides decided to terminate the voting right entrustment agreement, and the control right of the listed company returned to its original owner. The counterparty of this reorganization is the related party of bencaohui pharmaceutical, the former controlling shareholder of the company, which is also regarded as the main reason for the yellowness of Ji Yao Holding Group Co.Ltd(300108) reorganization.
terminate the sale of 100% equity of Jinbao Pharmaceutical
On May 18, Ji Yao Holding Group Co.Ltd(300108) announced that the company and Baili pharmaceutical signed the termination agreement of the framework agreement on the transfer of shares of Jilin Jinbao Pharmaceutical Co., Ltd. (hereinafter referred to as the “share transfer agreement”) on May 18, and decided to terminate the planned sale of assets through friendly negotiation.
It is understood that the restructuring is planned in September 2021, and Ji Yao Holding Group Co.Ltd(300108) decided to transfer 100% equity of Jinbao Pharmaceutical Co., Ltd. jointly held by the company and its subsidiaries to Baili pharmaceutical.
After planning for more than half a year, the above reorganization finally failed Ji Yao Holding Group Co.Ltd(300108) said that the company actively carried out full communication and consultation with its partners and carried out due diligence and other related work on the target company. However, after comprehensive consideration by both parties of the transaction, many factors such as the lifting of the equity of the subject company by the judicial waiting freeze, the lack of substantive progress in the communication between both parties and the main creditors of the subject company, and the objective situation such as the market environment, economic environment and financing environment outside China have also changed greatly during the planning and promotion of this transaction. After careful analysis, it is hereby decided to terminate this equity transfer.
It is worth mentioning that Ji Yao Holding Group Co.Ltd(300108) has just completed the change of ownership. On May 17, Ji Yao Holding Group Co.Ltd(300108) announced that Lu Zhongkui, Huang Kefeng and bencaohui medicine signed the agreement on dissolving the voting right entrustment and terminating the relationship between persons acting in concert (hereinafter referred to as the voting right entrustment agreement) on May 16. According to the signing of the above agreement, Lu Zhongkui and Huang Kefeng restored their voting rights to the listed company. The controlling shareholder and actual controller of the company are changed to Lu Zhongkui and Huang Kefeng.
In response to the above matters, Shenzhen Stock Exchange issued a letter of concern to Ji Yao Holding Group Co.Ltd(300108) on May 18. The Shenzhen Stock Exchange said that up to now, the above-mentioned transaction (i.e. the transfer of 100% equity of Jinbao pharmaceutical) has not disclosed the relevant substantive progress, nor the announcement of termination of planning Ji Yao Holding Group Co.Ltd(300108) it is necessary to verify and explain whether the change of control will affect the company’s planning to divest Jinbao pharmaceutical and whether the relevant transactions will continue to be promoted. Shortly after the letter of concern was issued, Ji Yao Holding Group Co.Ltd(300108) announced the termination of the matter.
The reporter of Beijing Business Daily called Ji Yao Holding Group Co.Ltd(300108) secretary’s office for an interview on the company’s related issues, but no one answered the phone.
or related to the change of ownership
In fact, Ji Yao Holding Group Co.Ltd(300108) this change of ownership stems from the contradiction between the two controlling shareholders of the company, and Baili pharmaceutical, the counterparty of this reorganization, is an enterprise in which bencaohui pharmaceutical shares 30%, so this reorganization is terminated or related to the change of ownership.
It is understood that Lu Zhongkui signed the share transfer agreement and voting right entrustment agreement with bencaohui pharmaceutical on November 12, 2020. Lu Zhongkui transferred 333007 million shares of the company (accounting for 5% of the total share capital of the company) to bencaohui pharmaceutical. Meanwhile, Lu Zhongkui and Huang Kefeng, the person acting in concert, fully and irrevocably entrusted bencaohui pharmaceutical to exercise the voting rights corresponding to the remaining 1280832 million shares of the listed company (accounting for 19.23% of the total shares of the company). The controlling shareholder of the company was changed to bencaohui pharmaceutical.
However, at the beginning of this year, there was a contradiction between bencaohui medicine and Lu Zhongkui. Lu Zhongkui and Huang Kefeng said that bencaohui medicine failed to perform its obligations as agreed in the share transfer agreement, including failing to pay the equity transfer payment to Lu Zhongkui and Huang Kefeng in full and on time; At the same time, it failed to assist listed companies to solve the problem of capital liquidity. Bencaohui pharmaceutical said that when the share transfer payment has been nearly completed and bencaohui pharmaceutical 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 concerted action agreement on the grounds that the purpose of the contract could not be realized, and bencaohui pharmaceutical would not recognize it.
After five months of tugging, the two sides finally ended with the return of Lu Zhongkui and the exit of Materia Medica. With the official change of ownership of the company, the reorganization related to bencaohui medicine was also terminated.
It is worth mentioning that affected by the Jilin epidemic, Ji Yao Holding Group Co.Ltd(300108) has not yet disclosed the annual report of 2021 and the first quarterly report of 2022. At present, the trading of the company’s shares is in the suspension stage. According to the company’s 2021 performance express, there was a loss in 2021, and the attributable net profit was about -433 million yuan, increasing year-on-year. Xu Xiaoheng, an investment and financing expert, said that how to lead the company to turn around losses and improve the company’s operation is the primary problem faced by Lu Zhongkui after his return.
