The Other Side Of ST Encircling The Sea Is Another Major Aspect: Big Shareholders' Drawer Agreement.

ST's controlling shareholder of the 002586.SZ asked for the removal of 9 incumbent directors and supervisors.

In twenty-first Century, the business reporter continued to follow and understand that since November 14th, the current board of directors of ST Wai Hai and its controlling shareholder, Zhejiang Wai Hai Holding Group Co., Ltd. (hereinafter referred to as "Wai Hai Holdings") are different. Even in the latest announcement of the letter of reply to the Shenzhen Stock Exchange, the two sides also accuse each other, ST Wai Hai even expressed "the right of the relevant parties to retain the legal custody of the controlling shareholders".

In the same way, the price of ST Wai Hai also hit the lowest point since its listing in June 2, 2011.

Behind it, its controlling shareholders had previously privately worked with private equity funds to bear the cost of losses and interest on capital, and "stabilize the share price of listed companies". The amount of shares bought by the private equity fund was 72 million 776 thousand and 680 yuan, which once ranked the top ten tradable shareholders in ST.

For this dispute, close to ST, the controlling shareholder of the company pointed out to the twenty-first Century economic reporter that shareholders are performing their legitimate rights. The disputed opponent clearly disagreed with his claim. When disputes arise, the issue of corporate governance of listed companies has been thrown into the market and become more and more intriguing.

Who escorts private equity to buy stocks?

According to the twenty-first Century economic report reporter, the discovery of this problem is a week after the new board of directors of ST Wai Hai has fulfilled its duties. Through self-examination, one of the actual controllers of ST Wai Hai, Feng Quan Hong, has been unlisted as a controlling shareholder in the name of a listed company.

Wai Hai holdings and private equity fund cooperation "stabilize the share price of listed companies" revealed in the August 23rd announcement of ST Wai Hai, but it is now nearly two years since the private equity fund began buying ST sea shares.

According to the August 23rd announcement, 2 illegal guarantees were found in ST Wai Hai, amounting to 6 million 800 thousand yuan and 13 million 433 thousand and 700 yuan respectively.

Among them, 13 million 433 thousand and 700 yuan is the corresponding guarantee of Wang Zhongliang repayment agreement, which corresponds to the five private equity investment fund of Baoxing steady wealth, which once bought and sold ST Wai Hai stock (hereinafter referred to as Baoxing steady wealth five).

In November 6, 2017, Wang Zhongliang signed a contract with Shenzhen Qianhai Baoxing Investment Fund Management Co., Ltd. (hereinafter referred to as Baoxing, Qianhai). The amount of Wang Zhongliang's subscription to Baoxing No. five was 30 million 200 thousand yuan, and the subscription funds were paid at once.

On the same day, Wai Hai holdings issued a letter of commitment. After the commitment of the fund's investment, Wang Zhongliang's income was 13% (including 365 days in one year). If the amount of Wang's capital account was lower than the principal sum and the promised income of the investment, the principal and income loss would be recovered within 7 working days of Wai Hai holdings.

"Wai Hai holdings allowed two investors, Wang Zhongliang and Sean Fu, to invest in stocks through the fund to buy shares in Wai Hai stock (ST stock at that time), the main purpose is to stabilize the share price of listed companies." When ST was surrounded by the sea, Chen Wei, deputy director of Zhejiang, accepted this reply in August 29th this year when he asked Zhu Tingwei, a lawyer from the Justice Office of Yi Guan da.

Baoxing No. five, on the day after the signing of the contract and letter of commitment, began buying ST shares around the sea.

ST returned to the sea in September 5th and replied to the inquiry letter of the Shenzhen Stock Exchange. According to the materials provided by the Ningbo Arbitration Commission, the repayment agreement of the applicant Wang Zhongliang showed that Qianhai Baoxing was the manager of No. five, Baoxing steady wealth No. five, Baoxing steady wealth No. five, from November 7, 2017, bought 72 million 776 thousand and 680 shares in the two market.

But it turned out to be the opposite.

As of September 15, 2018, after the sale of all ST Wai Hai shares, the remaining amount was only 46 million 104 thousand and 271 yuan for Baoxing No. five.

That is to say, Baoxing No. five has lost 26 million 672 thousand and 409 yuan in the process of stabilizing the price of ST sea, and the loss has reached 36.65%.

Today, as a replacement market, the so-called "guard" behavior of Baoxing No. five has not reversed the downward trend of ST's price. And when Baoxing steady fortune five began to buy, the price of ST Wai Hai is still at a relatively high level. Statistics show that from November 7, 2017 to September 15, 2018, the price range of ST Wai Hai fell by 51.14%.

Although Baoxing No. five has lost a lot of money, it has issued more than 10 major contracts and major projects winning notices, including the hot purchase of the Xiong New District acquisition subsidiaries and other overseas investments during the period from November 7, 2017 to September 15, 2018, during the period from November 7, 2017 to September 15, 2018. The ST performance in 2017 has increased by 129.23%, setting the highest annual growth record since listing.

Violation guarantee "deficit"

After the failure of stabilizing the share price of listed companies, ST surround the sea without any involvement.

According to the repayment agreement provided by Wang Zhong Liang, provided by the Ningbo Arbitration Commission disclosed by ST Wai Hai, during the cooperation period from November 7, 2017 to September 15, 2018, 42 million 576 thousand and 680 of the corresponding interest rate is 12%, and the total interest rate is 4 million 427 thousand and 975 yuan. The interest rate of 30 million 200 thousand yuan is 13%, and the total interest rate is five yuan.

Therefore, the total arrears of Wai Hai holdings were 34 million 502 thousand and 917 yuan. This figure is a loss of 26 million 672 thousand and 409 yuan, which is the sum of the above two interests and the total sum of 7 million 830 thousand and 500 yuan, which is mentioned in the preceding five ST trading. The sum of the above annualized interest rates is the total amount of buying ST Wai Hai stock by five.

Wang Zhongliang's repayment agreement also made it clear that Baoxing, Qianhai, voluntarily handed over all the rights and benefits under the agreement to Wang Chong Liang. In other words, the loss and capital interest generated by the ST trading in the five offshore trading of Baoxing are all undertaken by Wai Hai Holdings Limited.

The repayment agreement agreed that the repayment plan for Wai Hai holdings was four times and 5 million yuan each time, the remaining part was settled by March 30, 2019.

In this agreement, ST is committed to undertake unlimited joint liabilities for all debts under the agreement.

"This project is specifically responsible for the company's former Secretary of the board of directors Chen Wei, he told me that Wang Zhongliang asked to cover the shares (listed companies) official seal, and said that the agreement is internal circulation, not external, so I agreed. After that, Chen Wei went to the office without the approval process of the company. ST, one of the actual controllers of the sea, Feng Quanhong, the former chairman, replied when asked by Zhu Tingwei.

Feng Quanhong also said at the time that the agreement was not external, so it was not approved by the shareholders' meeting and board of directors (ST Wai Hai), nor did it go through the internal deliberation procedure.

This shows that Wai Hai holding the above 34 million 502 thousand and 917 yuan owed to Wang Chong Liang, the violation of the ST in the name of the sea secured.

Since then, Wang Zhongliang received 11 million 766 thousand and 300 yuan and 5 million yuan in September 20, 2018 and January 10, 2019 respectively, and the remaining principal was 13 million 433 thousand and 700 yuan.

Thus, Wang Zhongliang filed an arbitration application with the Ningbo Arbitration Commission on 31 July 2019, asking for the loss of the capital loss of Wang Chong Liang and the total loss of interest income as at May 30, 2019, amounting to 18 million 609 thousand and 993 yuan. At the same time, it paid 1 million 43 thousand and 800 yuan to the liquidated damages in July 31st from May 31, 2019, and asked ST to undertake joint and several liability to pay off the sea.

According to the November 21st announcement, the above case has been put on file at the Ningbo Arbitration Commission, and the arbitrator is scheduled to be discharged.

Secret partner of private shareholders and private placement?

According to a number of announcements released by ST Wai Hai, Baoxing steady wealth No. five used 72 million 776 thousand and 680 yuan to buy ST Wai Hai stock. ST Wai Hai controlling shareholder Wai Hai holdings is not only aware of the whole process, but also provides protection for capital interest and loss supplement.

However, looking for the same announcement in ST Wai Hai, we did not find any letter from the Qianhai sea holding company, which is five cooperation with Baoxing Baoxing and Baoxing.

In December 27, 2017, after five days of "stabilizing the share price of listed companies", the ST stock market disclosed that the shares of listed companies held by Wai Hai holdings pledge accounted for 99.99% of its total holdings.

In addition, ST Wai Hai disclosed a 88.23% stake in the 1 billion 429 million year acquisition of the Millennium design in August 25, 2017, and raised matching funds of 574 million yuan, of which 881 million 369 thousand and 700 yuan was paid by the listed company in the form of issuing shares, with a fixed price increase of 8.62 yuan / share. However, since January 31, 2018, the price of ST Wai Hai has been below the fixed price.

When ST completed the purchase of assets in May 2018, the fixed price increase had already been broken. After that, ST's approval fund for the reorganization of the fund was postponed until April 2019, and the "capital market environment" and "financing timing change" expired automatically.

From the time point of view, when Baoxing steady wealth No. five began buying ST shares around the sea, it was at the time of ST Wai Hai received the Commission's approval of its issuance of shares to purchase assets.

It is worth noting that in the less than two months, Baoxing steady wealth five ranks among the top ten circulation shareholders of ST.

ST 2017 annual report shows that Baoxing five has entered the ranks of the top ten shareholders of unlimited sale, holding 6 million 571 thousand and 100 shares are in the Sino postal securities customer credit transactions secured securities account.

By the end of the first quarter of 2018, Baoxing's fortune five holdings rose to 7 million 761 thousand and 100 shares, ranking eighth in the ST circulation market. At this time, Baoxing's fortune five shares were held through securities accounts secured by wealth securities clients.

2018 semi annual report shows that Baoxing steady wealth No. five holdings remain unchanged, and the shareholding account has become a securities account secured by the securities of China Post securities bank, while the former ten circulation shareholders of the three quarterly report did not have Baoxing steady wealth No. five.

It is worth noting that the above periodic reports of ST Wai Hai indicate the relationship between Wai Hai holdings and Feng Quanhong and Chen Meiqiu and Li Chengcheng, but have never explained whether there is relationship between the five and the Wai Hai holdings and Feng Quanhong.

ST Wai Hai has also been repeatedly concerned by regulators.

According to the administrative penalty decision issued by the Ningbo Securities Regulatory Commission in December 19, 2016, in April 30, 2015, when the ST encircled sea merchant secret dragon became aware of the insider information sensitive period of the listed company's acquisition and acquisition of art ecology, it actually controlled the use of Jiang Lehui account and Zhou Genxian account, and bought 673 thousand and 600 shares of "Wai Hai shares (then ST Wai Hai stock abbreviation"). The total amount of transactions was 16 million 947 thousand and 600 yuan, and it was sold after the disclosure of insider information, resulting in a total loss of 5 million 958 thousand and 700 yuan.

From July 19, 2012 to April 17, 2015, Cheng Du long controls the use of the aforesaid account and sells the "Wai Hai share" sold within 6 months after the purchase, resulting in a total profit of 1 million 88 thousand and 400 yuan.

As a result, the Ningbo Securities Regulatory Commission considered that it was a violation of short-term trading and insider trading, with a fine of 80 thousand yuan and 600 thousand yuan.

The regulatory letter issued by the Shenzhen Stock Exchange in January 25, 2016 showed that ST and its co operators had illegally increased their holdings. In December 2018, the Ningbo Securities Regulatory Commission issued a warning letter saying that Wai Hai holdings did not inform the listed companies of the pledge information in time.