China Fund News reporter Feng Yao
A lawsuit caused by the entrusted holding of shares of a listed company has ushered in a dramatic turn.
This incident happened to Fang Xing, the actual controller of the A-share listed company Shenghong Co., Ltd., and the person facing him in court was his fellow villager, classmate, and one of the founders and original shareholder of Shenghong Co., Ltd. Wang Weiqiang . The reason that triggered the conflict between the two parties was that the equity holding of listed companies on behalf of was not allowed by the policy. The dispute over the holding of shares between
and the duo was first made public in March 2022. Subsequently, during the nearly two-year litigation process, both parties went back and forth. In the first-instance judgment, Fang Xing once had the upper hand, and Wang Weiqiang’s lawsuit was rejected.
However, on the evening of February 2, 2024, an announcement from Shenghong Shares disclosed the final results of the review: Fangxing will pay Wang Weiqiang at a ratio of 50% of the cash value of approximately 8.437 million shares of Shenghong Shares, and in 2017~ Cash dividends in 2022 and fund occupation fees for the above funds.
According to this newspaper’s exclusive knowledge, the Guangzhou Intermediate Court’s preliminary estimate is that the aforementioned amount Franxing needs to pay to Wang Weiqiang totals approximately 120 million yuan. It should be mentioned that this case is also a rare case in which the actual controller of a listed company returns the rights and interests related to the equity held on behalf of the company. The equity holding dispute between
, the actual controller of Shenghong Shares and the original shareholder, who is also the founder of the listed company
, was first disclosed by the listed company in an announcement on March 29, 2022. At that time, it had been more than four and a half years since Shenghong shares were listed.
announced at that time the cause of the lawsuit. In addition to Shenghong's equity, this lawsuit also involves the equity holding of another unlisted company. It is reported that Shenghong Co., Ltd. was established on September 28, 2007, with Wang Weiqiang and Fang Xing as its registered shareholders.
The other company is, Shenzhen Dehong Packaging Products Co., Ltd. (referred to as "Dehong Packaging") . The company was established on July 29, 2005. Wang Weiqiang is the registered shareholder, and Fang Xing is anonymous. shareholder.
The announcement at the time showed that on the basis of the above, Wang Weiqiang and Fang Xing agreed to hold part of each other's equity on behalf of each other, and issued "Declarations" to each other respectively. According to the content of the "Statement" issued by Fangxing to Wang Weiqiang in 2011, Wang Weiqiang changed all 5.02% of his equity in Shenghong shares to the nominal shareholder Fangxing, and the actual rights holder is still Wang Weiqiang.
If Shenghong shares are listed but Dehong Packaging fails to be listed, Fangxing should return the 5.02% equity of Shenghong shares nominally held to Wang Weiqiang himself three years after Shenghong shares are listed; such as Shenghong shares If the shareholding ratio changes due to capital increase, the shareholding of Wang Weiqiang nominally held by Fangxing will be converted into the proportion of Shenghong shares after the capital increase.
Wang Weiqiang believes that on August 22, 2017, Shenghong shares were listed on the Shenzhen Stock Exchange. By August 22, 2020, the conditions for returning 5.02% of the equity of plaintiff Wang Weiqiang promised by Franchise in the "Declaration" had been fulfilled. However, despite Wang Weiqiang's repeated claims, Franshion failed to fulfill the obligations specified in the "Declaration".
Therefore, Wang Weiqiang chose to go to court with Fang Xing. According to the announcement at the time, Wang Weiqiang, as the plaintiff, filed six lawsuits, including confirming that the 7.51 million Shenghong shares in the securities account under Fangxing's name (corresponding to approximately 3.66% of Shenghong shares) and the corresponding income belong to the plaintiff. The amount involved was as high as 3.4 billion.
According to informed sources, the two parties involved in this case, Fang Xing and Wang Weiqiang, are actually from the same hometown and classmates, and have been friends for many years.
It is reported that Fang and Wang founded their own companies in the early years and supported each other in the entrepreneurial process. "The two agreed to hold each other's company's shares on behalf of each other. The purpose is that one day, as long as one company can be listed, the two brothers can 'share the blessings.'" said an insider.
reporters found in the prospectus of Shenghong Shares that the predecessor of Shenghong Shares, Shenghong Co., Ltd., was jointly funded and established by Fang Xing, Wang Weiqiang, Li Junjie, and Lei Haijun. At that time, Wang Weiqiang’s investment ratio was 14%. After Shenghong shares were listed, Wang Weiqiang held 1.5758 million shares, accounting for 1.73%.
The above-mentioned insider revealed that Fang and Wang were partners who had worked hard in foreign lands for many years. They jointly initiated and established many companies. The Shenghong shares involved in the case were only one of the many companies initiated and established by both parties. "The establishment of Shenghong Company is not only related to Dehong Packaging, but also involves the cooperative and entrepreneurial relationship with Sheng Jianming, Xiao Xueli, Lei Haijun and others who have resigned from Emerson."
According to public information, Sheng Jianming and Xiao Xueli are members of Shenghong Shares The second and third largest shareholders hold 5.78% and 4.76% of the shares respectively, second only to Franxing.
The second instance overturned the first instance verdict
However, after the disclosure of Shenghong Shares’ 2018 annual report, Wang Weiqiang’s name no longer appeared among the shareholders disclosed by the listed company.
According to the reporter’s understanding, after the one-year sales restriction period of Shenghong Company’s shares expired, Wang Weiqiang transferred all the shares of Shenghong Company that he held at the time to his wife Zhu Baolian through block transactions. Zhu Baolian transferred the shares from March to September 2019. This part of the stock will be sold gradually during the month.
From just a few words in the announcement, it may be difficult to understand the full picture of the equity holding dispute between Fang and Wang. But the two are clearly on the same page. The case made significant progress a year later.
On March 21, 2023, an announcement from Shenghong Co., Ltd. disclosed that the company received a "Civil Judgment" from the Tianhe District People's Court of Guangzhou City, ruling to reject all litigation claims of the plaintiff Wang Weiqiang. This also means that Fang Xing won this round of competition.
However, Wang Weiqiang did not give up. Less than two months later, on May 15 of the same year, Shenghong Shares received another summons from the Intermediate People’s Court of Guangzhou City, Guangdong Province. The summons showed that the plaintiff Wang Weiqiang was dissatisfied with the first-instance judgment and appealed to the Intermediate People's Court of Guangzhou City, Guangdong Province.
This is also a major turning point in this case. More than eight months later, on February 2, 2024, the "balance" tilted towards Wang Weiqiang. According to the Shenghong Shares announcement, the Guangzhou Intermediate Court first ruled to revoke the previous judgment of the Tianhe District People's Court of Guangzhou City, Guangdong Province in this case.
Secondly, the Guangzhou Intermediate People’s Court required Fangxing to pay Wang Weiqiang 50% of the cash value of 8.437 million Shenghong shares (the value of each share shall be based on the closing price of the stock on the date this judgment takes effect) and capital occupation fees. At the same time, Fangxing also needs to pay Wang Weiqiang a cash dividend of 1.8058 million yuan and capital occupation fees for the above-mentioned shares from 2017 to 2022.
According to the preliminary estimate of the Guangzhou Intermediate People’s Court’s judgment, the aforementioned amount Franxing needs to pay to Wang Weiqiang totals approximately 120 million yuan. It should be noted that the announcement shows that this judgment is final, which also means that this equity holding dispute will be settled.
According to the reporter’s understanding, one of the disputes between the two parties is an equity capital increase transferred as early as 2009, amounting to 575,000 yuan, and the amount was proved to be paid by Wang Weiqiang to Fangxing.
Equity holding is not allowed
In addition to the twists and turns of the case, the equity holding dispute between Fang and Wang itself has a deeper significance. According to current regulatory policy requirements, equity holdings are not allowed when a company is listed. If there is concealment of equity holdings, the responsible party will violate information disclosure regulations and may face administrative penalties. The
reporter interviewed a former regulator. The person told the reporter that the clear and stable equity of listed companies is a basic trading norm in the securities market and is also a key issue in issuance review.
In his opinion, the agreement between the two parties in this case before the listing of Shenghong shares and the continued concealment after the company was listed have violated the relevant regulations of securities supervision, and have also harmed the order of the securities market and social public interests.
reporters learned from relevant channels that the Guangzhou Intermediate People’s Court believed that the agreement between the two that Fang Xing was acting as the trustee for Wang Weiqiang should be invalid.
Article 157 of the Civil Code of the People's Republic of China stipulates: After a civil legal act is invalid, revoked or determined to be ineffective, the property obtained by the actor as a result of the act shall be returned; if it cannot be returned or there is no need to return it Yes, it should be compensated at a discount.The party at fault shall compensate the other party for the resulting losses; if both parties are at fault, they shall each bear corresponding responsibilities.
It is reported that the Guangzhou Intermediate People’s Court comprehensively analyzed the evidence in the entire case and concluded that before Shenghong Company went public, there was indeed the fact that Fang Xing held the equity of Shenghong Company on behalf of Wang Weiqiang. However, the equity disputed by both parties involved listed companies and public interests. Therefore, the Guangzhou Intermediate Court believed that the Shenghong shares corresponding to the equity involved in the case were objectively not possible to be returned to Wang Weiqiang. Therefore, the Guangzhou Intermediate Court supported Wang Weiqiang's request for Fang Xing to return it. claim for equity gains.
At the same time, the Guangzhou Intermediate People's Court also believed that both parties should be aware of the risks and consequences of the declaration of holding Shenghong Company's equity signed in March 2011 after Shenghong Company was listed, but the two parties failed to properly prepare Shenghong Company before its listing. The handling of this matter resulted in a dispute three years after the listing of Shenghong Company. Therefore, both parties were at fault and should bear corresponding responsibilities.
Therefore, according to the announcement of Shenghong Shares, Franxing only paid 50% of the cash value and capital occupation fee for the 8.437 million shares of Shenghong Shares corresponding to the equity involved. In other words, each party bears 50% of the responsibility, and at the same time distributes the corresponding cash value and cash dividends between 2017 and 2022 in a 50% ratio.
It is worth noting that in the view of the aforementioned former regulators, the case disclosed by Shenghong Shares this time is relatively rare. He said that the equity of listed companies involves public interests, and the behavior of holding on behalf of others violates securities regulatory regulations. "In the past, disputes over entrusted equity holdings were mostly resolved through negotiation, but this case is currently a rare case that resulted in the actual controller of a listed company returning the rights and interests related to entrusted equity holdings."
Shenghong Shares has achieved relatively stable performance since its listing. . Especially in recent years, taking advantage of the "east wind" in the energy storage and charging pile industry, Shenghong's performance has grown rapidly. According to the company's recently released performance forecast,
expects net profit attributable to its parent company to be 350 million yuan to 430 million yuan in 2023, a year-on-year increase of 56.57% to 92.35%. Regarding the attribution of performance growth, Shenghong Co., Ltd. stated in the announcement that the revenue of the company's energy storage division and charging pile division increased compared with the same period last year, driving the company's overall revenue and net profit growth in 2023.
It is understood that Shenghong Co., Ltd. focuses on the application of power electronics technology in the fields of industrial supporting power supplies and new energy. Its main products and services include industrial supporting power supplies, new energy power conversion equipment, electric vehicle charging piles, and battery formation and testing equipment. , the revenue of the above-mentioned businesses in the first half of 2023 accounted for 19.41%, 35.28%, 34.84%, and 8.45% respectively, that is, the energy storage and charging pile business accounted for nearly 70%.
As of February 2, the stock price of Shenghong Shares was 26.51 yuan, and the latest market value was 8.2 billion yuan.
Editor: Xiaomo
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