On January 17, Ji Yao Holding Group Co.Ltd(300108) replied to the letter of concern of Shenzhen Stock Exchange and explained the differences in the payment of the transfer money caused by the equity transfer agreement with bencaohui medicine. Ji Yao Holding Group Co.Ltd(300108) frankly, the dispute between the company’s current controlling shareholder and the original controlling shareholder may have an impact on the stability of the company’s control. In recent years, Ji Yao Holding Group Co.Ltd(300108) failed to change its owner twice, sustained losses at the performance level, and was punished for “snake swallowing elephant” acquisitions. Where is the future?
there were differences in the process of changing the master, which attracted the attention of Shenzhen Stock Exchange
Ji Yao Holding Group Co.Ltd(300108) . The equity transfer of bencaohui medicine originated in 2020. In November of that year, the controlling shareholder and actual controller Lu Zhongkui signed an agreement with bencaohui medicine, bencaohui medicine will enjoy Ji Yao Holding Group Co.Ltd(300108) 24.23% voting rights, the controlling shareholder of Ji Yao Holding Group Co.Ltd(300108) will also be changed to bencaohui medicine, and the actual controller will be changed to Liu Shu. Among them, Lu Zhongkui transferred 5% of the shares to bencaohui medicine at a transfer price of 3.81 yuan / share, and the total transfer price was about 127 million yuan. Lu Zhongkui and Huang Kefeng irrevocably entrusted bencaohui medicine with the voting rights of about 128 million shares (accounting for 19.23% of the total number of Ji Yao Holding Group Co.Ltd(300108) shares they held; Bencaohui pharmaceutical will gradually inject 300-500 million yuan of liquidity support according to the actual situation of listed companies. Bencaohui pharmaceutical will also assist listed companies to resolve the liquidity crisis in time by the end of 2020 and strive to turn losses into profits in 2021. At that time, Shenzhen Stock Exchange issued a letter of concern to Ji Yao Holding Group Co.Ltd(300108) , requesting to supplement the payment arrangement, leverage ratio, financing interest rate and term of bencaohui medicine’s own funds and equity transfer funds, as well as the source of funds for bencaohui medicine’s equity transfer this time, whether it has the ability to perform the contract and other issues.
In the process of implementation, the two sides had differences and disputes. Failure to pay the equity transfer in full is a major difference between the two sides. According to the agreement of both parties, bencaohui pharmaceutical shall pay the total transfer amount of about RMB 127 million to Lu Zhongkui before January 31, 2021. After two payments in April 2021, it still owes the equity transfer amount of RMB 23.2568 million. The two sides also reached a settlement plan in October 2021, but it has not been implemented. In addition, according to Ji Yao Holding Group Co.Ltd(300108) , bencaohui pharmaceutical did not inject its promised financial support into the company after obtaining control.
Ji Yao Holding Group Co.Ltd(300108) the reply to the attention letter of Shenzhen Stock Exchange shows that based on Lu Zhongkui’s description in the reply letter, bencaohui medicine does not have the financial strength to fulfill its contractual obligations when it reached the transaction. Lu Zhongkui decided to bring a lawsuit to the people’s Court on the dispute over equity transfer; Cancel the delegation of voting rights of bencahui medicine. Bencaohui pharmaceutical said that at present, the company has paid 104 million yuan for equity transfer to Lu Zhongkui and provided financial and financial support to Ji Yao Holding Group Co.Ltd(300108) for a total of 20.3587 million yuan. The other Party requested to terminate the voting power entrustment agreement and concerted action agreement on the ground that the purpose of the contract could not be realized, which bencaohui pharmaceutical did not approve.
On December 31, 2021, Ji Yao Holding Group Co.Ltd(300108) announced that due to the application for property preservation due to the equity transfer dispute, part of the shares held by bencaohui pharmaceutical were frozen by the judiciary, accounting for 2.61% of the total share capital of the company and 52.16% of the shares held by bencaohui pharmaceutical. Jiyao said that the dispute between the two sides may have an impact on the stability of the company’s control.
twice plotting to change the owner and being punished for the acquisition of “snake swallowing elephant”
The equity transfer with bencaohui medicine is not Ji Yao Holding Group Co.Ltd(300108) planning a change of ownership for the first time. As early as May 17, 2019, Ji Yao Holding Group Co.Ltd(300108) announced that the controlling shareholders Lu Zhongkui and Huang Kefeng, the shareholder Sun Jun holding more than 5% and the shareholder Meihekou Jinhe Dezheng venture capital center (limited partnership) signed a share transfer intention agreement with Jilin Jisheng Asset Management Co., Ltd. If the agreement is finally implemented, the controlling shareholder of Ji Yao Holding Group Co.Ltd(300108) will become Jilin Jisheng Asset Management Co., Ltd. and the actual controller will also be changed to the state owned assets supervision and Administration Commission of Jilin Provincial People’s government. As the main terms of share transfer were not agreed, the above agreement was terminated in July 2019.
On the same month as the termination of the above agreement, Ji Yao Holding Group Co.Ltd(300108) announced that it planned to acquire 100% equity of modified pharmaceutical. Because the volume of the revised pharmaceutical industry is much larger than Ji Yao Holding Group Co.Ltd(300108) , this move is called “snake swallowing elephant” in the industry. Only half a month later, Ji Yao Holding Group Co.Ltd(300108) said that because the specific implementation rules of the measures for the administration of major asset restructuring of listed companies to be revised had not been issued, it decided to terminate the acquisition and continue to promote it when the conditions were ripe. Shenzhen Stock Exchange also subsequently sent an inquiry letter to Ji Yao Holding Group Co.Ltd(300108) , asking the company to explain the true content of the agreement on termination of intention agreement signed by both parties, and questioning the company’s intentional filing of false documents to cooperate with the disclosure of information inconsistent with the facts.
Ji Yao Holding Group Co.Ltd(300108) in response to the inquiry letter, after both parties signed the termination agreement of intention agreement, the company’s staff mistakenly uploaded the revised agreement as the final draft with the signature page for filing, and quoted some contents in the agreement that were inconsistent with the final facts when preparing the announcement. The occurrence of the error was a human error, which explained the Oolong incident, but the CSRC subsequently decided to file a case for investigation. In November 2019, Ji Yao Holding Group Co.Ltd(300108) was fined 600000 yuan due to the violation of xinphi. Sun Jun, chairman of Ji Yao Holding Group Co.Ltd(300108) , Zhang Liang, director and Zhang Zhongwei, chief financial officer of Ji Yao Holding Group Co.Ltd(300108) were fined 300000 yuan, 300000 yuan and 100000 yuan respectively.
Ji Yao Holding Group Co.Ltd(300108) with the pharmaceutical health industry as the core, its business scope covers pharmaceutical industry, pharmaceutical commerce (including drug retail), pharmaceutical R & D, medical care, etc. At the performance level, the company has suffered continuous losses, with losses of RMB 1.772 billion and RMB 380 million in 2019 and 2020 respectively. The loss situation in 2021 has not improved. The company has suffered continuous losses in the first three quarters. The third quarter report shows that the company’s loss in the first three quarters reached RMB 306 million, and the net profit decreased by 54.24% year-on-year. At the same time, the company’s revenue also decreased by 3.92% year-on-year in the same period.
After so many storms, the future of the company remains to be tested by time.
